Exhibit 4.2


 


POWER-ONE, INC.




WARRANT FOR THE PURCHASE OF SHARES OF

COMMON STOCK OF POWER-ONE, INC.


 


	
  No. 2

  	
  Warrant
  to Purchase

   71,059 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
Technology Investors Sumeru, 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 seventy one
thousand fifty nine (71,059) 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 Technology Investors Sumeru, 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 TECHNOLOGY 


INVESTORS SUMERU, 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: