Exhibit 4.1


 


POWER-ONE,
INC.


 


WARRANT FOR
THE PURCHASE OF SHARES OF

COMMON STOCK OF POWER-ONE, INC.


 


	
  No. 1

  	
   

  	
  Warrant to Purchase

  8,628,941 Shares

  



 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S.
OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.  THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, VOTING AND OTHER MATTERS AS SET FORTH IN THE
SECURITIES PURCHASE AGREEMENT, COPIES OF WHICH MAY BE OBTAINED UPON
REQUEST FROM THE COMPANY OR ANY SUCCESSOR THERETO.


 


FOR VALUE
RECEIVED,  Power-One, Inc., a Delaware corporation (the “Company”),
hereby certifies that Silver Lake Sumeru Fund, L.P., its successor or permitted
assigns (the “Holder”), is entitled, subject to the provisions of this
Warrant, to purchase from the Company, at the times specified herein, up to an
aggregate of eight million six hundred twenty eight thousand nine hundred forty
one (8,628,941) fully paid and non-assessable shares of Common Stock, par value
$.001 per share, of the Company (the “Common Stock”), at a purchase
price per share of Common Stock equal to the Exercise Price (as hereinafter
defined).  The number of shares of Common
Stock to be received upon the exercise of this Warrant and the Exercise Price
are subject to adjustment from time to time as hereinafter set forth, and all
references to “Common Stock”, “Warrant Shares” and “Exercise Price” herein
shall be deemed to include any such adjustment or series of adjustments.


 


1.          Definitions.


 


(a)       The following terms, as
used herein, have the following meanings:


 


“Board of
Directors” means the board of directors or comparable governing body of the
Company, or any committee thereof duly authorized to act on its behalf.


 


“Business
Day” means any day, other than a Saturday, Sunday and any day which is a
legal holiday under the laws of the State of California or New York or is a day
on which banking institutions located in the States of California or New York
are authorized or required by law or other governmental action to close.


 


“Closing
Price” of the Common Stock on any date means the closing sale price per
share (or if no closing sale price is reported, the average of the bid and ask
prices or, if more than one in either case, the average of the average bid and
the average ask prices) on that date as reported in composite transactions for
the principal U.S. securities exchange on which the Common Stock is listed or
admitted for trading or, if the Common


 

















 


Stock is not listed or admitted for trading on a U.S. national or
regional securities exchange, as reported on the quotation system on which such
security is quoted. If the Common Stock is not listed or admitted for trading
on a United States national or regional securities exchange and not reported on
a quotation system on the relevant date, the “closing price” will be the last
quoted bid price for the Common Stock in the over-the-counter market on the
relevant date as reported by the National Quotation Bureau or similar
organization.  If the Common Stock is not
so quoted, the “closing price” will be the average of the mid-point of the last
bid and ask prices for the Common Stock on the relevant date from each of at
least three nationally recognized investment banking firms selected by the
Company for this purpose.


 


“Current
Market Price Per Common Share”  as of
any date means the average of the Closing Prices per share of Common Stock for
each of the five (5) consecutive Trading Days ending (i) on the
Trading Day prior to the Exercise Date (in the case of Section 2(d)) or (ii) on
the earlier of the day in question and the day before the Ex-Dividend Date with
respect to the issuance or distribution requiring such computation (in the case
of Section 10).


 


“Ex-Dividend
Date” means, with respect to any issuance or distribution, the first date
on which the shares of Common Stock trade on the applicable exchange or in the
applicable market, regular way, without the right to receive such issuance or
distribution.


 


“Exercise
Price” means $1.33 per Warrant Share, as adjusted from time to time in
accordance herewith.


 


“Expiration
Date” means May 8, 2016 at 5:00 p.m., New York City time, or if
such day is not a Business Day, then on the next succeeding day that shall be a
Business Day.


 


“Fair
Market Value” of Common Stock or any other security or property means the
fair market value thereof as determined in good faith by the Board of
Directors, which determination must be set forth in a written resolution of the
Board of Directors, in accordance with the following rules: (i) for Common
Stock or other security traded or quoted on an Exchange, the Fair Market Value
will be the average of the closing prices of such security on such Exchange
over a ten (10) consecutive Trading Day period, ending on the Trading Day
immediately prior to the date of determination; (ii) for any security that
is not so traded or quoted, the Fair Market Value shall be determined: (x) mutually
by the Board of Directors and Holder, or (y) by a nationally recognized
investment bank, appraisal or accounting firm (whose fees and expenses will be
paid by the Company) selected by mutual agreement between the Board of
Directors and the holders representing a majority of the then-outstanding
shares of Convertible Preferred Stock; or (iii) for any other property,
the Fair Market Value shall be determined by the Board of Directors in good
faith assuming a willing buyer and a willing seller in an arms’-length
transaction; provided that if holders representing a majority of the
then-outstanding shares of Convertible Preferred Stock object to a
determination of the Board of Directors made pursuant to this clause (iii), the
Fair Market Value of such property shall be as determined by nationally
recognized investment bank, appraisal or accounting firm


 

















 


(whose fees and expenses will be paid by the Company) selected by
mutual agreement between the Board of Directors and such holders.


 


“Market
Disruption Event” means the occurrence or existence for more than one half
hour period in the aggregate on any scheduled Trading Day for the Common Stock
of any suspension or limitation imposed on trading (by reason of movements in
price exceeding limits permitted by the primary exchange or trading system on
which such shares are traded) in the Common Stock or in any options, contracts
or future contracts relating to the Common Stock, and such suspension or
limitation occurs or exists at any time before 1:00 p.m. (New York City
time) on such day.


 


“Original
Issuance Date” means May 8, 2009.


 


“Securities
Purchase Agreement” means that certain Securities Purchase Agreement, dated
as of April 23, 2009, between the Company, SLS and Silver Lake Technology
Investors Sumeru, L.P.


 


“SLS”
means Silver Lake Sumeru Fund, L.P.


 


“Trading Day”
means any day on which (i) there is no Market Disruption Event and (ii) the
NASDAQ Global Market or, if the Common Stock is not listed on the NASDAQ Global
Market, the principal national securities exchange on which the Common Stock is
listed, is open for trading or, if the Common Stock is not so listed, admitted
for trading or quoted, any Business Day. 
A Trading Day only includes those days that have a scheduled closing
time of 4:00 p.m. (New York City time) or the then standard closing time
for regular trading on the relevant exchange or trading system.


 


“Warrant”
means this Warrant, issued pursuant to the Securities Purchase Agreement.


 


“Warrant
Shares” means the shares of Common Stock deliverable upon exercise of this
Warrant, as adjusted from time to time.


 


(b)      Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Securities Purchase Agreement.


 


2.          Exercise of Warrant; Term.


 


(a)       Subject to Section 2(e),
the Holder is entitled to exercise the right to purchase the Warrant Shares
represented by this Warrant, in whole or in part, but not for less than 100,000 Warrant Shares (or
such lesser number of Warrant Shares which may then constitute the maximum
number purchasable pursuant to this Warrant), such number being subject to
adjustment as provided in Section 10, at any time or from time to
time after the earlier of (a) the fifteen-month anniversary of the
Original Issuance Date and (b) the occurrence of a Fundamental Change (as
defined in the Certificate of Designation) until the Expiration Date.  To exercise this Warrant, the Holder shall
deliver to the Company (i) an executed Warrant Exercise Notice
substantially in the form


 

















 


annexed hereto and (ii) this Warrant.  Upon such delivery and payment (the “Exercise
Date”), the Holder shall be deemed to be the holder of record of the
Warrant Shares subject to such exercise and shall have all of the rights
associated with such Warrant Shares to which the Holder is entitled pursuant to
this Warrant, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such Warrant Shares
shall not then be actually delivered to the Holder.


 


(b)      If the Holder exercises
this Warrant in part, this Warrant shall be surrendered by the Holder to the
Company and a new Warrant of the same tenor and for the unexercised number of
Warrant Shares shall be executed by the Company within a reasonable time, and
in any event not exceeding three (3) Business Days after the Exercise
Date.  The Company shall register the new
Warrant in the name of the Holder or in such name or names of its transferee
pursuant to Section 6 hereof as may be directed in writing by the Holder,
and deliver the new Warrant to the Person or Persons entitled to receive the
same.


 


(c)       Upon surrender of this
Warrant and delivery of the Warrant Exercise Notice in conformity with the
foregoing provisions, the Company shall transfer to the Holder appropriate
evidence of ownership of any Warrant Shares and/or other securities or property
(including any money) to which the Holder is entitled, registered or otherwise
placed in, or payable to the order of, the Holder or such name or names of its
transferee pursuant to Section 6 hereof as may be directed in writing by
the Holder, and shall deliver such evidence of ownership and any other
securities or property (including any money) to the Person or Persons entitled
to receive the same, together with an amount in cash in lieu of any fraction of
a share as provided in Section 5 below, within a reasonable time, not to
exceed three (3) Business Days after the Exercise Date.


 


(d)      Upon exercise of the
Warrant pursuant to Section 2(a), the Holder shall be entitled to receive
Warrant Shares equal to the value (as determined below) of the Warrant (or the
portion thereof being exercised) by surrender of this Warrant and delivery of
the Warrant Exercise Notice, in which event the Company will promptly issue to
the Holder a number of Warrant Shares computed using the following equation:


 


X = (A - B) x C  

A


 


where:


 


X  =         the
number of Warrant Shares issuable to the Holder upon exercise pursuant to this Section 2(d).


 


A  =        the
Current Market Price Per Common Share (as of the Exercise Date).


 


B  =         the
Exercise Price (as of the Exercise Date).


 

















 


C  =         the
number of Warrant Shares issuable under this Warrant or, if only a portion of
this Warrant is being exercised, the portion of the Warrant being exercised (as
of the Exercise Date).


 


If the
foregoing calculation results in zero or a negative number, then no Warrant
Shares shall be issued upon exercise pursuant to this Section 2(d).


 


(e)       No Holder will be
permitted to exercise the right to purchase Warrant Shares if and to the
extent, following such exercise, either (i) such Holder’s, together with such
Holder’s Affiliates, aggregate voting power on a matter being voted on by
holders of the Common Stock would exceed 19.9% of the Maximum Voting Power (as
defined in the Certificate of Designation) or (ii) such Holder, together
with such Holder’s Affiliates, would Beneficially Own (disregarding for this
purpose clause (ii) of the definition of “Beneficially Own”) more than
19.9% of the then outstanding Common Stock; provided, however,
that such exercise restriction shall not apply in connection with and subject
to completion of (A) a Public Sale of the Common Stock to be issued upon
such exercise, if following consummation of such Public Sale such Holder and
its Affiliates will not Beneficially Own in excess of 19.9% of the then
outstanding Common Stock or (B) a bona fide third
party tender offer for the Common Stock issuable thereupon.  For purposes of the foregoing sentence, the
number of shares of Common Stock Beneficially Owned by a Holder and its
Affiliates shall include the number of Warrant Shares to be issued with respect
to which a Warrant Exercise Notice has been given, but shall exclude the number
of shares of Common Stock which would be issuable upon conversion or exercise
of (w) the Convertible Preferred Stock, (x) any Junior Preferred
Stock, (y) any outstanding Notes, and (z) any other outstanding
Warrants Beneficially Owned by such Holder or any of its Affiliates.  Upon the written request of the Holder, the
Company shall within two (2) Business Days confirm in writing to the
Holder the number of shares of Common Stock then outstanding.


 


3.          Restrictive Legend.  Certificates representing shares of Common
Stock issued pursuant to this Warrant shall bear a legend substantially in the
form of the legend set forth on the first page of this Warrant to the
extent that and for so long as such legend is required pursuant to the
Securities Purchase Agreement or applicable securities laws.


 


4.          Reservation of Shares; Listing.  The Company hereby agrees at all times to
keep reserved for issuance and delivery upon exercise of this Warrant such
number of its authorized but unissued shares of Common Stock or other
securities of the Company from time to time issuable upon exercise of this
Warrant as will be sufficient to permit the exercise in full of this Warrant.  The Company hereby represents that all such
shares shall be duly authorized and, when issued upon such exercise pursuant to
the terms of this Warrant, shall be validly issued, fully paid and
non-assessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale (other than restrictions on transfer
contemplated by Section 6 or those created by the Holder) and free and
clear of all preemptive rights.  The
Company will use its reasonable best efforts to ensure that the Common Stock
may be issued without violation of any law or


 

















 


regulation applicable to the Company or of any requirement of any
securities exchange applicable to the Company on which the shares of Common
Stock are listed or traded.


 


5.          No Fractional Warrant Shares or Scrip.  No fractional Warrant Shares or scrip
representing fractional Warrant Shares shall be issued upon the exercise of
this Warrant.  In lieu of delivery of any
such fractional Warrant Share upon any exercise hereof, the Company shall pay
to the Holder an amount in cash equal to such fraction multiplied by the
Current Market Price Per Common Share at the date of such exercise.


 


6.          Transfer or Assignment of Warrant.  Subject to compliance with the Securities
Purchase Agreement, the Holder shall be entitled, without obtaining the consent
of the Company, to assign and transfer this Warrant or any rights hereunder, at
any time in whole or from time to time in part, but not for less than 100,000 Warrant Shares (or
such lesser number of Warrant Shares which may then constitute the maximum
number purchasable pursuant to this Warrant), such number being subject to
adjustment as provided in Section 10, to any Person or
Persons.  Subject to the preceding
sentence, upon surrender of this Warrant to the Company, together with the
attached Warrant Assignment Form duly executed, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee or
assignees named in such instrument of assignment and, if the Holder’s entire
interest is not being assigned, in the name of the Holder and this Warrant
shall promptly be canceled.  All expenses
(other than stock transfer taxes) and other charges payable in connection with
the preparation, execution and delivery of the new Warrants pursuant to this Section 6
shall be paid by the Company.


 


7.          Charges, Taxes and Expenses. 
Issuance of certificates for Warrant Shares (or other securities) to the
Holder upon exercise of this Warrant shall be made without charge to the Holder
for any issue or transfer tax or other incidental expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by
the Company.


 


8.          Exchange and Registry of Warrant. 
The Company shall maintain a registry showing the name and address of
the Holder as the registered holder of this Warrant, and the Company shall be
entitled to rely in all respects, prior to written notice to the contrary, upon
such registry.  This Warrant is exchangeable,
upon the surrender hereof by the Holder to the Company, for a new Warrant or
Warrants of like tenor and representing the right to purchase the same
aggregate number of Warrant Shares.


 


9.          Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the Company of evidence
satisfactory to it (in the exercise of its reasonable discretion) of the loss,
theft, destruction or mutilation of this Warrant, and in the case of any such
loss, theft or destruction, upon the receipt of a bond, indemnity or security
reasonably satisfactory to the Company, and upon surrender and cancellation of
this Warrant, if mutilated, the Company shall execute and deliver, in lieu of
such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
and date and representing the right to purchase the same aggregate number of
Warrant Shares as provided for in such lost, stolen, destroyed or mutilated
Warrant.


 

















 


10.        Anti-dilution Provisions.


 


(a)       Adjustment for Change
In Capital Stock.


 


(i)      If the Company shall, at any time and from time to time while this
Warrant is outstanding, issue a dividend or make a distribution on its Common
Stock payable in shares of its Common Stock to all or substantially all holders
of its Common Stock, then at the opening of business on the Ex-Dividend Date
for such dividend or distribution:


 


(A)       The Exercise Price will be adjusted by multiplying such
Exercise Price by a fraction: (1) the numerator of which shall be the
number of shares of Common Stock outstanding at the close of business on the
Business Day immediately preceding such Ex-Dividend Date; and (2) the
denominator of which shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the Business Day immediately preceding
the Ex-Dividend Date for such dividend or distribution, plus the total number
of shares of Common Stock constituting such dividend or other distribution.


 


(B)       The number of Warrant Shares will be adjusted by multiplying
such number by a fraction: (1) the numerator of which shall be the
Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(A);
and (2) the denominator of which shall be the Exercise Price immediately
after such adjustment.


 


If any dividend or distribution
of the type described in this Section 10(a)(i) is declared but not so
paid or made, the Exercise Price and number of Warrant Shares issuable shall
again be adjusted to the Exercise Price and number of Warrant Shares issuable
which would then be in effect if such dividend or distribution had not been
declared.  Except as set forth in the
preceding sentence, in no event shall the Exercise Price be increased or the
number of Warrant Shares issuable be decreased pursuant to this Section 10(a)(i).


 


(ii)     If the Company shall, at any time or from time to time while
this Warrant is outstanding, subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares of Common Stock, then the Exercise
Price in effect at the opening of business on the day upon which such
subdivision becomes effective shall be proportionately decreased, and
conversely, if the Company shall, at any time or from time to time while this
Warrant is outstanding, combine or reclassify its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, then the Exercise Price
in effect at the opening of business on the day upon which such combination or


 

















 


reclassification becomes effective shall be
proportionately increased.  In each such
case, effective immediately after the opening of business on the day upon which
such subdivision, combination or reclassification becomes effective:


 


(A)       The Exercise Price shall be adjusted by multiplying such
Exercise Price by a fraction: (1) the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
subdivision or combination and (2) the denominator of which shall be the
number of shares of Common Stock outstanding immediately after giving effect to
such subdivision, combination or reclassification.


 


(B)       The number of Warrant Shares will be adjusted by multiplying
such number by a fraction:  (1) the
numerator of which shall be the Exercise Price immediately prior to the
adjustment pursuant to Section 10(a)(ii)(A) and (2) the
denominator of which shall be the Exercise Price immediately after such
adjustment.


 


(b)      Adjustment for Rights
Issue.  If the Company shall, at any
time or from time to time while this Warrant is outstanding, distribute rights,
options or warrants to all or substantially all holders of its Common Stock
entitling them, for a period expiring within 60 days after the record date for
such distribution, to purchase shares of Common Stock, or securities
convertible into, or exchangeable or exercisable for, Common Stock, in either
case, at less than the average of the Closing Price for the five consecutive
Trading Days immediately preceding the first public announcement of the
distribution, then, effective immediately after the opening of business on the
Ex-Dividend Date:


 


(i)         The Exercise Price shall be adjusted so that the same shall
equal the price determined by multiplying the Exercise Price in effect at the
opening of business on the Ex-Dividend Date for such distribution by a
fraction: (A) the numerator of which shall be the number of shares of
Common Stock outstanding on the close of business on the Business Day
immediately preceding the Ex-Dividend Date for such distribution, plus
the number of shares of Common Stock that the aggregate offering price of the
total number of shares of Common Stock issuable pursuant to such rights,
options or warrants would purchase at the Current Market Price Per Common Share
on the declaration date for such distribution (determined by multiplying such
total number of shares of Common Stock so offered by the exercise price of such
rights, options or warrants and dividing the product so obtained by such
Current Market Price Per Common Share); and (B) the denominator of which
shall be the number of shares of Common Stock outstanding at the close of
business on the Business Day immediately preceding the Ex-Dividend Date for
such


 

















 


distribution, plus the total number of
additional shares of Common Stock issuable pursuant to such rights, options or
warrants.


 


(ii)        The number of Warrant Shares will be adjusted by multiplying
such number by a fraction: (A) the numerator of which shall be the
Exercise Price immediately prior to the adjustment pursuant to Section 10(b)(i) and
(B) the denominator of which shall be the Exercise Price immediately after
such adjustment.


 


Such adjustment shall become effective immediately after the opening of
business on the Ex-Dividend Date for such distribution.  To the extent that shares of Common Stock are
not delivered pursuant to such rights, options or warrants or upon the expiration
or termination of such rights, options or warrants, the Exercise Price and
number of Warrant Shares issuable under this Warrant shall be readjusted to the
Exercise Price and number of Warrant Shares issuable that would then be in
effect had the adjustments made upon the issuance of such rights, options or
warrants been made on the basis of the delivery of only the number of shares of
Common Stock actually delivered.  In the
event that such rights, options or warrants are not so distributed, the Exercise
Price and number of Warrant Shares shall again be adjusted to be the Exercise
Price and the number of Warrant Shares issuable which would then be in effect
if the Ex-Dividend Date for such distribution had not occurred.  In determining whether any rights, options or
warrants entitle the holders to purchase shares of Common Stock at less than
the average of the Closing Prices for the five consecutive Trading Days
immediately preceding the first public announcement of the relevant
distribution, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received for
such rights and the value of such consideration if other than cash, to be
determined in good faith by the Board of Directors.  Except as set forth in this Section, in no
event shall the Exercise Price be increased or the number of Warrant Shares
decreased pursuant to this Section 10(b).


 


(c)       Adjustment for Other
Distributions.


 


(i)        If the Company shall, at any time or from time to time while
this Warrant is outstanding, distribute to all or substantially all holders of
its Common Stock any of its Capital Stock (as defined in the Indenture),
assets, or debt
securities or any rights, warrants or options to purchase
securities of the Company (excluding (x) any distributions described in Section 10(a)(i),
(y) any rights or warrants described in Section 10(b) and (z) any
all-cash dividends or other cash distributions referred to in Section 10(d))
(such Capital Stock, assets, debt securities or rights to purchase securities
of the Company being distributed hereinafter in this Section 10(c) called
the “Distributed Assets”), and subject to Section 10(c)(ii), then
at the opening of business of the Ex-Dividend Date for such distribution:


 

















 


(A)       The Exercise Price will be adjusted by multiplying such
Exercise Price by a fraction: (1) the numerator of which will be the
Current Market Price Per Common Share, less the Fair Market Value of the
portion of Distributed Assets so distributed applicable to one share of the
Common Stock (determined on the basis of the number of shares of Common Stock
outstanding on such Ex-Dividend Date); and (2) the denominator of which
will be the Current Market Price Per Common Share on such date specified in
clause (1).


 


(B)       The number of Warrant Shares will be adjusted by multiplying
such number by a fraction:  (1) the
numerator of which shall be the Exercise Price immediately prior to the
adjustment pursuant to Section 10(c)(i)(A); and (2) the denominator
of which shall be the Exercise Price immediately after such adjustment.


 


Such increase shall become effective immediately after the opening of
business on the Ex-Dividend Date for such distribution.  In the event that such distribution is not so
made, the Exercise Price and the number of Warrant Shares issuable shall again
be adjusted to be the Exercise Price and number of Warrant Shares issuable
which would then be in effect if such distribution had not been declared.  Except as set forth in the prior sentence, in
no event shall the Exercise Price be increased or the number of Warrant Shares
issuable be decreased pursuant to this Section 10(c).


 


(ii)          With respect to an adjustment pursuant to this Section 10(c) where
there has been a payment of a dividend or other distribution on Common Stock of
shares of Capital Stock (as defined in the Indenture) of, or similar equity
interests in, a Subsidiary or other business unit of the Company, then at the
opening of business of the Ex-Dividend Date for such distribution:


 


(A)       The Exercise Price will be adjusted by multiplying such
Exercise Price by a fraction: (1) the numerator of which shall be the
average of the Closing Prices over the five Trading Days commencing on and
including the fifth Trading Day after the Ex-Dividend Date for such dividend or
distribution (the “Average Sale Price”); and (2) the denominator of
which shall be (x) the average of the closing sale prices of the capital
stock or similar equity interest distributed to holders of Common Stock
applicable to one share of Common Stock over the five Trading Days commencing
on and including the fifth Trading Day after the Ex-Dividend Date for such
dividend or distribution on the principal national securities exchange or
inter-dealer quotation system on which such securities are then listed or
traded, plus (y) the Average Sale Price specified in clause (1).


 
















 


(B)      The number of Warrant Shares will be adjusted by multiplying
such number by a fraction:  (A) the
numerator of which shall be the Exercise Price immediately prior to the
adjustment pursuant to Section 10(c)(ii)(A) and (B) the
denominator of which shall be the Exercise Price immediately after such
adjustment.


 


(d)      Adjustment for Cash
Dividends.  If the Company shall, at
any time or from time to time while this Warrant is outstanding, by dividend or
otherwise, distribute to all or substantially all holders of its shares of
Common Stock, cash (excluding (A) any distributions described in Section 10(e) below
or (B) any dividend or distribution in connection with the Company’s
liquidation, dissolution or winding up), then at the opening of business of the
Ex-Dividend Date for such dividend or distribution:


 


(i)        The Exercise Price will be adjusted by multiplying such
Exercise Price by a fraction: (A) the numerator of which shall be the
Current Market Price Per Common Share on such date, less the amount of the dividend
or distribution per share of Common Stock; and (B) the denominator of
which shall be the Current Market Price Per Common Share.


 


(ii)       The number of Warrant Shares will be adjusted by multiplying
such number by a fraction:  (A) the
numerator of which shall be the Exercise Price immediately prior to the
adjustment pursuant to Section 10(d)(i) and (B) the denominator
of which shall be the Exercise Price immediately after such adjustment.


 


Such adjustment shall become
effective immediately after the opening of business on the Ex-Dividend Date for
such dividend or distribution.  In the
event that such dividend or distribution is not so made, the Exercise Price and
the number of Warrant Shares issuable shall again be adjusted to be the
Exercise Price and the number of Warrant Shares issuable which would then be in
effect if such dividend or distribution had not been declared.  Except as set forth in the preceding
sentence, in no event shall the Exercise Price be increased or the number of
Warrant Shares issuable be decreased pursuant to this Section 10(c).


 


(e)       Adjustment for
Certain Tender Offers or Exchange Offers. 
In case the Company or any of its Subsidiaries shall, at any time or
from time to time, while this Warrant is outstanding, distribute cash or other
consideration in respect of a tender offer or an exchange offer (that is
treated as a “tender offer” under U.S. federal securities laws) made by
the Company or any Subsidiary for all or any portion of the Common Stock, where
the sum of the aggregate amount of such cash distributed and the aggregate Fair
Market Value, as of the Expiration Date (as defined below), of such other
consideration distributed (such sum, the “Aggregate Amount”) expressed
as an amount per share of Common Stock validly tendered or exchanged, and not
withdrawn, pursuant to such tender offer


 

















 


or exchange
offer as of the Expiration Time (as defined below) (such tendered or exchanged
shares of Common Stock, the “Purchased Shares”) exceeds the Closing
Price per share of the Common Stock on the first Trading Day immediately
following the last date (such last date, the “Expiration Date”) on which
tenders or exchanges could have been made pursuant to such tender offer or
exchange offer (as the same may be amended through the Expiration Date), then,
and in each case, effective immediately after the close of business on such
date:


 


(i)        The Exercise Price will be adjusted by multiplying such
Exercise Price in effect immediately prior to the close of business on the
Trading Day immediately following the Expiration Date by a fraction:


 


(A) the numerator of which shall be equal to the product of (x) the
number of shares of Common Stock outstanding as of the last time (the “Expiration
Time”) at which tenders or exchanges could have been made pursuant to such
tender offer or exchange offer (including all Purchased Shares) and (y) the
Closing Price per share of the Common Stock on the first Trading Day
immediately following the Expiration Date; and


 


(B) the denominator of which is equal to the sum of (x) the
Aggregate Amount and (y) the product of (I) an amount equal to (1) the
number of shares of Common Stock outstanding as of the Expiration Time, less (2) the
Purchased Shares and (II) the Closing Price per share of the Common Stock
on the first Trading Day immediately following the Expiration Date.


 


(ii)       The number of Warrant Shares issuable upon exercise of this
Warrant will be adjusted by multiplying such number by a fraction: (A) the
numerator of which shall be the Exercise Price immediately prior to the
adjustment pursuant to Section 10(e)(i) and (B) the denominator
of which shall be the Exercise Price immediately after such adjustment.


 


An adjustment, if any, to the
Exercise Price and the number of Warrant Shares issuable pursuant to this Section 10(e) shall
become effective immediately prior to the opening of business on the second
Trading Day immediately following the Expiration Date.  In the event that the Company or a Subsidiary
is obligated to purchase shares of Common Stock pursuant to any such tender
offer or exchange offer, but the Company or such Subsidiary is permanently
prevented by applicable law from effecting any such purchases, or all such
purchases are rescinded, then the Exercise Price and the number of Warrant
Shares issuable shall again be adjusted to be the Exercise Price and the number
of Warrant Shares issuable which would then be in effect if such tender offer
or exchange offer had not been made. 
Except as set forth in the preceding sentence, if the application of
this Section 10(e) to any tender offer or exchange offer would result
in an increase in the Exercise Price or a decrease in the number of Warrant


 

















 


Shares issuable, no adjustment
shall be made for such tender offer or exchange offer under this Section 10(e).


 


(f)       Disposition Events.


 


(i)        If any of the following events (any such event, a “Disposition
Event”) occurs:


 


(A)     any reclassification or exchange of the Common Stock (other than
a change in par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination);


 


(B)      any merger, consolidation or other combination to which the
Company is a constituent party; or


 


(C)      any sale, conveyance, lease, or other disposal of all or
substantially all the properties and assets of the Company to any other Person;


 


in each case, as a result of
which all or substantially all of the holders of Common Stock shall be entitled
to receive cash, securities or other property for their shares of Common Stock,
the Company or the successor or purchasing Person, as the case may be, shall
provide that this Warrant be exercised following the effective date of any
Disposition Event, shall be exercised, in lieu of the Common Stock otherwise
deliverable, into the same amount and type (in the same proportion) of cash,
securities or other property received by holders of Common Stock in the
relevant event (collectively, “Reference Property”) received upon the
occurrence of such Disposition Event by a holder of Common Stock holding,
immediately prior to the transaction, a number of shares of Common Stock equal
to the number of Warrant Shares issuable under this Warrant (without giving
effect to any of the exceptions contained herein) immediately prior to such
Disposition Event; provided that if the Disposition Event provides the
holders of Common Stock with the right to receive more than a single type of
consideration determined based in part upon any form of stockholder election,
the Reference Property shall be comprised of the weighted average of the types
and amounts of consideration received by the holders of the Common Stock.  The Company may not cause, or agree to cause,
a Disposition Event to occur, unless the issuer of any securities or other property
into which this Warrant thereafter becomes exercisable agrees, for the express
benefit of the holders of record of this Warrant (including making them
beneficiaries of such agreement), to issue such securities or property.


 


(ii)   The provisions of this Section 10(f) shall similarly
apply to successive Disposition Events. 
If this Section 10(f) applies to any


 

















 


event or occurrence, neither Section 10(a) nor
Section 10(e) shall apply; provided, however, that this
Section 10(f) shall not apply to any stock split or combination to
which Section 10(a) is applicable. 
To the extent that equity securities of a company are received by the
holders of Common Stock in connection with a Disposition Event, the portion of
this Warrant which will be exercisable into such equity securities will
continue to be subject to the anti-dilution adjustments set forth in this Section 10.


 


(g)      Provisions Governing
Adjustment to Exercise Price and number of Warrant Shares Issuable.  Rights, options or warrants distributed by
the Company to all or substantially all holders of Common Stock entitling the
holders thereof to subscribe for or purchase shares of the Company’s capital
stock (either initially or under certain circumstances), which rights, options
or warrants, until the occurrence of a specified event or events (“Rights
Trigger”): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect
of future issuances of Common Stock, shall be deemed not to have been
distributed for purposes of Section 10(a), 10(b), 10(c), 10(d), 10(e) or
10(f) (and no adjustment to the Exercise Price or number of Warrant Shares
issuable under Section 10(a), 10(b), 10(c), 10(d), 10(e) or 10(f) will
be required) until the occurrence of the earliest Rights Trigger, whereupon
such rights, options and warrants shall be deemed to have been distributed and,
except as set forth in Section 10(q), an appropriate adjustment (if any is
required) to the Exercise Price and the number of Warrant Shares issuable shall
be made under Section 10(b) (without giving effect to the 60 day
limit on the exercisability of rights and warrants ordinarily subject to such Section 10(b))
(if and to the extent such rights, options and warrants are exercisable for
shares of Common Stock or Common Stock equivalents) and/or Section 10(c) (if
and to the extent such rights, options and warrants are exercisable for cash
and/or any shares of the Company’s capital stock other than shares of Common
Stock or Common Stock equivalents).  If
any such right, option or warrant, including any such existing rights, options
or warrants distributed prior to the date of this Warrant, are subject to
events, upon the occurrence of which such rights, options or warrants become
exercisable to purchase different securities, evidences of indebtedness or
other assets, then the date of the occurrence of any and each such event shall
be deemed to be the date of distribution and Ex-Dividend Date with respect to
new rights, options or warrants with such rights (and a termination or expiration
of the existing rights, options or warrants without exercise by any of the
holders thereof), except as set forth in Section 10(q).  In addition, except as set forth in Section 10(q),
in the event of any distribution (or deemed distribution) of rights, options or
warrants, or any Rights Trigger or other event (of the type described in the
preceding sentence) with respect thereto that was counted for purposes of
calculating a distribution amount for which an adjustment to the Exercise Price
or the number of Warrant Shares issuable under Section 10(a), 10(b),
10(c), 10(d), 10(e) or 10(f) was made, (1) in the case of any
such rights, options or warrants that shall all have been redeemed or
repurchased without exercise by any holders thereof, the Exercise Price and the
number of Warrant Shares issuable shall be readjusted


 

















 


upon such
final redemption or repurchase to give effect to such distribution or Rights
Trigger, as the case may be, as though it were a cash distribution, equal to
the per share redemption or repurchase price received by a holder or holders of
Common Stock with respect to such rights, options or warrants (assuming such
holder had retained such rights, options or warrants), made to all or
substantially all holders of Common Stock as of the date of such redemption or
repurchase, and (2) in the case of such rights, options or warrants that
shall have expired or been terminated without exercise by any holders thereof,
the Exercise Price and the number of Warrant Shares issuable shall be readjusted
as if such rights, options and warrants had not been issued.  Notwithstanding the foregoing, (A) to
the extent any such rights, options or warrants are redeemed by the Company
prior to a Rights Trigger or are exchanged by the Company, in either case for
shares of Common Stock, the Exercise Price and number of Warrant Shares
issuable shall be appropriately readjusted (if and to the extent previously
adjusted pursuant to this Section 10(g)) as if such rights, options or
warrants had not been issued, and instead the Exercise Price and number of
Warrant Shares issuable will be adjusted as if the Company had issued the
shares of Common Stock issued upon such redemption or exchange as a dividend or
distribution of shares of Common Stock subject to Section 10(a)(i), (B) to
the extent any such rights, options or warrants are redeemed by the Company
prior to a Rights Trigger or are exchanged by the Company, in either case for
cash, the Exercise Price and number of Warrant Shares issuable shall be
appropriately readjusted (if and to the extent previously adjusted pursuant to
this Section 10(g)) as if such rights, options or warrants had not been
issued, and instead the Exercise Price and number of Warrant Shares issuable
will be adjusted as if the Company had delivered cash upon such redemption or
exchange as a dividend or distribution of cash subject to Section 10(d) (without
giving effect to any of the exceptions contained therein) and (C) to the
extent any such rights, options or warrants are redeemed by the Company prior
to a Rights Trigger or are exchanged by the Company, in either case for any
capital stock, assets or debt securities or any rights, warrants or options of
the Company not otherwise provided pursuant to the immediately foregoing
clauses (A) or (B), the Exercise Price and number of Warrant Shares
issuable shall be appropriately readjusted (if and to the extent previously
adjusted pursuant to this Section 10(g)) as if such rights, options or
warrants had not been issued, and instead the Exercise Price and number of
Warrant Shares issuable will be adjusted as if the Company had delivered
capital stock, assets or debt securities or any rights, warrants or options of
the Company upon such redemption or exchange as a distribution of capital
stock, assets or debt securities or any rights, warrants or options of the
Company subject to Section 10(c) (without giving effect to any of the
exceptions contained therein).


 


(h)      Minimum Adjustment.  Notwithstanding the foregoing, the Exercise
Price will not be reduced (and the corresponding increase to the number of
Warrant Shares will not occur) if the amount of such reduction would be an
amount less than $0.01, but any such amount will be carried forward and
reduction with respect to the Exercise Price (and increase with respect to the


 

















 


number of
Warrant Shares) will be made at the time that such amount, together with any
subsequent amounts so carried forward, aggregates to $0.01 or more.


 


(i)        When No Adjustment
Required.


 


(i)        No adjustment need be made for a transaction referred to in Section 10(a) or
10(b) if the Holder participates, without exercising this Warrant, in the
transaction or event that would otherwise give rise to an adjustment pursuant
to such section at the same time as holders of the Common Stock participate
with respect to such transaction or event and on the same terms as holders of
the Common Stock participate with respect to such transaction or event as if
the Holder, at such time, held a number of shares of Common Stock equal to the
Warrant Shares at such time.


 


(ii)       No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest.


 


(iii)      No adjustment need be made for a change in the par value or no
par value of the Common Stock.


 


(iv)     To the extent this Warrant becomes exercisable pursuant to this Section 10
into cash, no adjustment need be made thereafter as to the cash.  Interest will not accrue on the cash.


 


(j)        Rules of
Calculation; Treasury Stock.  All
calculations will be made to the nearest one-hundredth of a cent or to the
nearest one-ten thousandth of a share. 
Except as otherwise explicitly provided herein, the number of shares of
Common Stock outstanding will be calculated on the basis of the number of
issued and outstanding shares of Common Stock, not including shares held in the
treasury of the Company.  The Company
shall not pay any dividend on or make any distribution to shares of Common
Stock held in treasury.


 


(k)       Waiver.  Notwithstanding the foregoing, the Exercise
Price will not be reduced and the number of Warrant Shares issuable will not be
increased if the Company receives, prior to the effective time of the
adjustment to the Exercise Price and number of Warrant Shares issuable, written
notice from the Holder that no adjustment is to be made as the result of a
particular issuance of Common Stock or other dividend or other distribution on
shares of Common Stock.  This waiver will
be limited in scope and will not be valid for any issuance of Common Stock or
other dividend or other distribution on shares of Common Stock not specifically
provided for in such notice.


 


(l)        Tax Adjustment.  Anything in this Section 10
notwithstanding, the Company shall be entitled to make such downward
adjustments in the Exercise Price (and corresponding increase to the number of
Warrant Shares issuable), in addition to those required by this Section 10,
as the Board of Directors in its sole


 

















 


discretion
shall determine to be advisable in order that any event treated for federal income
tax purposes as a dividend or stock split will not be taxable to the holders of
Common Stock.


 


(m)      Par Value.  Anything in this Section 10
notwithstanding, no adjustment to the Exercise Price shall reduce the Exercise
Price below the then par value per share of Common Stock, and any such
purported adjustment shall instead reduce the Exercise Price to such par value.


 


(n)      No Duplication.  If any action would require adjustment of the
Exercise Price and the number of Warrant Shares pursuant to more than one of
the provisions described in this Section 10 in a manner such that such
adjustments are duplicative, only one adjustment shall be made.


 


(o)      Notice of Record Date.  In the event (i) the Company takes any
action that would require an adjustment in the Exercise Price and/or the number
of Warrant Shares pursuant to Section 10(a), 10(b), 10(c), 10(d), 10(e) or
10(f) (unless no adjustment is to occur pursuant to Sections 10(h) or
10(i) or (ii) there is a liquidation or dissolution of the Company,
then the Company shall file with its corporate records and mail to the Holder
at the Holder’s last addresses as shown on the records of the Company, at least
10 days prior to such the proposed Ex-Dividend Date or proposed effective date,
as the case may be, a notice stating the proposed Ex-Dividend Date for a
dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, binding share exchange,
transfer, liquidation or dissolution. 
Failure to file or mail the notice or any defect in it shall not affect
the validity of the transaction.


 


(p)      Certificate of
Adjustments.  Upon the occurrence of
each adjustment or readjustment of the Exercise Price and the number of Warrant
Shares issuable pursuant to this Section 10, the Company at its expense
shall promptly as reasonably practicable compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the Holder a
certificate, signed by an officer of the Company, setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based and shall file a copy of such certificate with its
corporate records.  The Company shall,
upon the reasonable written request of the Holder, furnish to such Holder a
similar certificate setting forth (i) the calculation of such adjustments
and readjustments in reasonable detail, (ii) the Exercise Price then in
effect, and (iii) the number of shares of Common Stock and the amount, if
any, of capital stock, other securities or other property (including but not
limited to cash and evidences of indebtedness) which then would be received
upon the exercise of this Warrant.


 


(q)      Rights Issued in
Respect of Warrant Shares Issued Upon Exercise.  In the event the Company adopts or implements
a shareholder rights agreement (a “Shareholder Rights Plan”), including,
without limitation, a rights agreement in existence on the Original Issuance
Date, pursuant to which rights (“Rights”) are


 

















 


distributed to
the holders of Common Stock of the Company and such Shareholder Rights Plan
provides that each Warrant Share issued upon exercise of this Warrant at any
time prior to the distribution of separate certificates representing such
Rights will be entitled to receive such Rights, then there shall not be any
adjustment to the exercise right or Exercise Price at any time prior to the
distribution of separate certificates representing such Rights.  If, however, prior to any conversion, the
Rights have separated from the Common Stock, the Exercise Price and the number
of Warrant Shares issuable shall be adjusted at the time of separation as
described in Section 10(c) above, subject to readjustment in the
events set forth therein.


 


11.        Notices. 
Any notice, demand or delivery authorized by this Warrant shall be in
writing and shall be given to the Holder or the Company, as the case may be, at
its address (or facsimile number) set forth below, or such other address (or
facsimile number) as shall have been furnished to the party giving or making
such notice, demand or delivery:


 


If to the Company, to it at the following address:


 


Power-One, Inc.

740 Calle Plano


Camarillo, California


Attention: Chief Executive Officer


Facsimile: (805) 383-5898


 


with a copy to (which shall not constitute
notice):


 


Gibson,
Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071

Facsimile: (213) 229-7520

Attention: Jennifer Bellah Maguire


 


If to the Holder:


 


Silver Lake Sumeru Fund, L.P.

2775 Sand Hill Road, Suite 100


Menlo Park, California 94025


Attention:  Karen King


Facsimile: (650) 234-2502


 


with a copy to (which shall not constitute notice):


 


Simpson Thacher & Bartlett LLP


2550 Hanover Street


Palo Alto, California 94304


Facsimile: (650) 251-5002


Attention: Richard Capelouto


 

















 


Each such
notice, demand or delivery shall be deemed received on the date of receipt by
the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a Business Day. 
Otherwise, any such notice, demand or delivery shall be deemed not to
have been received until the next succeeding Business Day.


 


12.        Rights of the Holder; Transfer Books.  Prior to any exercise of this Warrant, the
Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
of the Company, including, without limitation, the right to vote, to receive
dividends or other distributions, to exercise any preemptive right or to
receive any notice of meetings of stockholders or any notice of any proceedings
of the Company except as may be specifically provided for herein.  The Company will at no time close its stock
transfer books against transfer of this Warrant in any manner which interferes
with the timely exercise of this Warrant.


 


13.        GOVERNING LAW.  THIS WARRANT AND ALL RIGHTS ARISING HEREUNDER
SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, AND THE PERFORMANCE THEREOF SHALL BE GOVERNED AND ENFORCED
IN ACCORDANCE WITH SUCH LAWS.


 


14.        Binding Effect.  This
Warrant shall be binding upon any successors or assigns of the Company.


 


15.        Amendments; Waivers.  Any provision of this Warrant may be amended
or waived if, and only if, such amendment or waiver is in writing and signed,
in the case of an amendment, by the Holder and the Company, or in the case of a
waiver, by the party against whom the waiver is to be effective.  No failure or delay by either party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.


 


16.        Entire Agreement.  This Warrant and the forms attached hereto
and the Securities Purchase Agreement contain the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior and
contemporaneous arrangement or undertakings with respect thereto.


 


[Remainder of Page Intentionally Left Blank]


 
















 


IN WITNESS
WHEREOF, the Company has duly caused this Warrant to be signed by its duly
authorized officer and to be dated as of May 8, 2009.


 


	
   

  	
  POWER-ONE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard J. Thompson

  
	
   

  	
   

  	
  Name:  Richard J. Thompson

  
	
   

  	
   

  	
  Title:  President and Chief Executive
  Officer

  



 


[Signature
Page to Warrant]


 

















 


Acknowledged and Agreed:


 


	
  SILVER LAKE SUMERU FUND, L.P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  SILVER LAKE TECHNOLOGY

  	
   

  
	
   

  	
  ASSOCIATES SUMERU, L.P.,

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  SLTA SUMERU (GP), L.L.C.,

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  SILVER LAKE GROUP, L.L.C.,

  	
   

  
	
   

  	
  its managing member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kyle T. Ryland

  	
   

  
	
   

  	
  Name:  Kyle T. Ryland

  	
   

  
	
   

  	
  Title:    Managing Director

  	
   

  



 


[Signature
Page to Warrant]


 

















 


WARRANT EXERCISE NOTICE FORM


 


To:                              Power-One, Inc.


 


The
undersigned irrevocably exercises the Warrant for the purchase of
                      
shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of
Power-One, Inc. (the “Company”) at
$           per share (the
Exercise Price currently in effect pursuant to the Warrant) and herewith makes
payment of
$                      
(such payment being made as specified below), all on the terms and conditions
specified within the Warrant, surrenders the Warrant and all right, title and
interest therein to the Company and directs that the Warrant Shares and
replacement Warrant, if applicable, deliverable upon the exercise of this
Warrant or portion of this Warrant be registered or placed in the name and at
the address specified below and delivered thereto.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature of Holder)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Street Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (City)               (State)             (Zip
  Code)

  



 


 


	
  Payment:

  	
  o

  	
  $                          wire
  transfer

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  $                          check

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Reduction in number of
  Warrant Shares that would otherwise be issued upon exercise
  pursuant to Section 2(d) 

  
	
   

  	
  of the Warrant

  



 


	
  Securities
  and/or check to be issued to:

  	
   

  	
   

  
	
   

  
	
  Please
  insert social security or identifying number:

  	
   

  	
   

  
	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  
	
  Street
  Address:

  	
   

  	
   

  
	
   

  
	
  City, State
  and Zip Code:

  	
   

  	
   

  
	
   

  
	
  Any unexercised portion of the Warrant evidenced by the within
  Warrant to be issued to:

  
	
   

  
	
  Please
  insert social security or identifying number:

  	
   

  	
   

  
							



 

















 


	
  Name:

  	
   

  	
   

  
	
   

  
	
  Street
  Address:

  	
   

  	
   

  
	
   

  
	
  City, State
  and Zip Code:

  	
   

  	
   

  
					



 

















 


WARRANT ASSIGNMENT FORM


 


Dated
                        ,          


 


FOR VALUE
RECEIVED,                        hereby
sells, assigns and transfers unto                                        
(the “Assignee”),


(please
type or print in block letters)


 


                                                                                                                                                                                                           


(insert address)


 


its right to purchase up to
           shares of Common
Stock represented by this Warrant and does hereby irrevocably constitute and
appoint
                                attorney-in-fact,
to transfer the same on the books of the Company, with full power of
substitution in the premises.


 


 


	
   

  	
  Signature: