**Exhibit 4.11**

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED INCONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.**

 

**GIGOPTIX, INC.**

**COMMON STOCK PURCHASE WARRANT**

**(VOID AFTERDECEMBER 28, 2013)**

GigOptix, Inc., a Delaware corporation (the “**Company**”), for value received, herebycertifies that**[                                        ]**, or its registered assigns (the “**Registered Holder**”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after June 28, 2010 and on orbefore 5:00 p.m. (Eastern time) on December 28, 2013 (the “**Exercise Period**”),**[                                        (            )]** shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $2.50 per share. The shares purchasableupon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “**Warrant Shares**” and the “**PurchasePrice**,” respectively. 

This Warrant is issued pursuant to, and is subject to the terms and conditions of theSecurities Purchase Agreement between the Company and the Registered Holder, dated as of December 28, 2009. 

****1.**Exercise.**

(a) Exercise Procedure. The Registered Holder may, at its option, elect toexercise this Warrant, in whole or in part and at any time or from time to time during the Exercise Period, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit I duly executed by or on behalf of theRegistered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by

payment in full of the aggregate Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. A facsimile signature of the Registered Holder on the purchaseform shall be sufficient for purposes of exercising this Warrant, provided that the Company receives the Registered Holder’s original signature with three (3) business days thereafter. 

(b) Exercise Date. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the closeof business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “**Exercise Date**”). At such time, the person or persons in whose name or names any certificates forWarrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. 

(c) Net Issue Exercise. 

(i) In lieu of exercising this Warrant in the manner provided above in Section 1(a), the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof beingcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit I duly executed by or on behalf of such Registered Holder, inwhich event the Company shall issue to such Registered Holder a number of shares of Warrant Shares computed using the following formula: 

 

*X*
 
*=*
  
*Y(A – B)*
   *        A*      
 
Where  X   =   The number of shares of Warrant Shares to be issued to the Registered Holder.  Y   =   The number of shares of Warrant Shares purchasable under this Warrant (at the date of such calculation).  A   =   The fair market value of one share of Warrant Shares (at the date of such calculation).  B   =   The Purchase Price (as adjusted to the date of such calculation).  
(ii) For purposes of this Section 1(c), the fair market value of one share ofWarrant Stock on the date of calculation shall mean the Fair Market Value (as determined in subsection 2(e) below). 

(d) Issuance of Certificates. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within 3 trading days thereafter, the Company, at its expense, willcause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct: 

(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled uponsuch exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and 

 

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(ii) in case such exercise is in part only, a new warrant or warrants (datedthe date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minusthe number of Warrant Shares for which this Warrant was so exercised (which, in the case of an exercise pursuant to subsection 1(c), shall include both the number of Warrant Shares issued to the Registered Holder pursuant to such partialexercise and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). 

****2.**Adjustments.**

(a) Adjustment for Stock Splits and Combinations. If theCompany shall at any time or from time to time after the date on which this Warrant was first issued (or, if this Warrant was issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which such originalwarrant was first issued) (the “**Original Issue Date**”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased and the number ofWarrant Shares shall be proportionately increased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before thecombination shall be proportionately increased and the number of Warrant Shares shall be proportionately decreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combinationbecomes effective. 

(b) Adjustment for Certain Dividends and Distributions. In the event the Company atany time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of CommonStock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on suchrecord date, by multiplying the Purchase Price then in effect by a fraction: 

(i) the numerator of which shallbe the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and 

(ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior tothe time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixedand such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall beadjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. 

 

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(c) Adjustments for Other Dividends and Distributions. In the eventthe Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of theCompany (other than shares of Common Stock) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such eventprovision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property which theRegistered Holder would have been entitled to receive had this Warrant been exercised on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained anysuch securities receivable during such period, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder. 

(d) Adjustment for Reorganization. If there shall occur any reorganization, recapitalization, reclassification,consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (collectively, a “**Reorganization**”), then, following such Reorganization, the RegisteredHolder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior tosuch Reorganization. Notwithstanding the foregoing sentence, if (x) there shall occur any Reorganization in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock ofthe acquiring or surviving company is publicly traded, then, as part of such Reorganization, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring orsurviving company as is determined by multiplying (A) the number of shares of Common Stock subject to this Warrant immediately prior to such Reorganization by (B) a fraction, the numerator of which is the Fair Market Value (as determinedin subsection 2(e) below) per share of Common Stock as of the effective date of such Reorganization, and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective dateof such transaction, as determined in good faith by the Board (using the principles set forth in subsection 2(e) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shallbe the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respectto the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter beapplicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant. 

 

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(e) Fair Market Value. The Fair Market Value per share of CommonStock shall be determined as follows: 

(i) If the Common Stock is listed on a national securities exchange, theNASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the OTC Bulletin Board or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to bethe average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share ofCommon Stock shall be determined pursuant to clause (2) below). 

(ii) If the Common Stock is not listed ona national securities exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the OTC Bulletin Board or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share ofCommon Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the “Board”) to represent the fair market value per share of the Common Stock (including without limitation a determinationfor purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Company); and, upon request of the Registered Holder, the Board (or a representative thereof) shall, as promptly asreasonably practicable but in any event not later than 10 days after such request, notify the Registered Holder of the Fair Market Value per share of Common Stock and furnish the Registered Holder with reasonable documentation of the Board’sdetermination of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board shall make, and shall provide or cause to beprovided to the Registered Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to thissubsection 2(e)(2) shall be delayed until such determination is made and notice thereof is provided to the Registered Holder. 

(f) Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding atany given time shall not include shares owned or held by or for the account of the Company. 

(g) Certificateas to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 daysthereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or otherproperty for which this Warrant shall be exercisable and the Purchase Price, as applicable) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after thewritten request at any time of the Registered Holder (but in any event not later than 10 days thereafter), furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and(ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant. 

3. **Fractional Shares.** The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, butshall pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 2(d) above. 

 

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4. **Transfers.**

(a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. TheRegistered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. 

(b) The Registered Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “**Securities Act**”), and agreesnot to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Sharesand registration or qualification of this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration andqualification are not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect. 

5. **Other Representations of Registered Holder**. With respect to this Warrant, the Registered Holder represents and warrants tothe Company as follows: 

(a) **Experience.** It is experienced in evaluating and investing incompanies engaged in businesses similar to that of the Company; it understands that acquisition of this Warrant and investment in the Warrant Shares involves substantial risks; it has made detailed inquiries concerning the Company, its business andservices, its officers and its personnel; the officers of the Company have made available to Registered Holder any and all written information it has requested; the officers of the Company have answered to Registered Holder’s satisfaction allinquiries made by it; it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company; it can afford to bear the economic risk of holding the unregisteredWarrant and Warrant Shares for an indefinite period of time and has adequate means for providing for its current needs and contingencies; and can afford to suffer a complete loss of its investment in the Warrant and Warrant Shares. 

(b) **Investment.** It is acquiring this Warrant and the Warrant Shares for investment for its own account and notwith a view to, or for resale in connection with, any distribution thereof. 

(c) **Rule 144.** Itacknowledges that this Warrant and the Warrant Shares must be held indefinitely unless, as provided for pursuant to subsection 4(b), they are subsequently registered under the Securities Act or an exemption from such registration is available.It has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act. 

(d)**Access to Data.** It has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and has had the opportunity to inspect the Company’s facilities. 

(e) **Accredited Investor.** It is an “accredited investor” within the meaning of Regulation Dpromulgated under the Securities Act. 

 

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6. **No Impairment**. The Company will not, by amendment of its charter or throughany reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times ingood faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment. 

7. **Notices of Record Date, etc.** In the event: 

(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverableupon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or toreceive any other right; or 

(b) of any capital reorganization of the Company, any reclassification of theCommon Stock of the Company, any consolidation or merger of the Company with or into another corporation, or any transfer of all or substantially all of the assets of the Company; or 

(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, theCompany will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or(ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of CommonStock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon suchreorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice. 

8. **Reservation of Stock**. The Company will at all times reserve and keep available, solely for issuance and delivery upon theexercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant. 

9. **Exchange or Replacement of Warrants.**

(a) Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company,the Company will issue and deliver to or upon the order of the Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by theRegistered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

 

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(b) Upon receipt of evidence reasonably satisfactory to the Company of theloss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the caseof mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 

10. **Notices****.** All notices and other communications from the Company to the Registered Holder in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwideovernight courier service guaranteeing next business day delivery, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder to the Company in connectionherewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. If the Companyshould at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principaloffice at the particular time shall be as so specified in such notice. All such notices and communications shall be deemed delivered one business day after being sent via a reputable international overnight courier service guaranteeing next businessday delivery. 

11. **No Rights as Stockholder****.** Until the exercise of this Warrant, the Registered Holdershall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of andthe number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and thedistribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that suchshares were not outstanding as of the close of business on the record date for such stock dividend. 

12. **Amendment orWaiver.**Any term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Registered Holder. 

13. **Section Headings****.** The section headings in this Warrant are for the convenience of the parties and in no way alter,modify, amend, limit or restrict the contractual obligations of the parties. 

14. **Governing Law****.** ThisWarrant will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof). 

15. **Facsimile Signatures****.** This Warrant may be executed by facsimile signature. 

* * * * * * * 

 

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EXECUTED as of the Date of Issuance indicated above. 

 
**GIGOPTIX, INC.**By:  Name: Avi KatzTitle: Chairman and Chief Executive Officer
[WARRANT] 

EXHIBIT I 

**PURCHASE/EXERCISE FORM**

 
**To: GigOptix, Inc.** Dated:                    
The undersigned, pursuant to the provisions set forth in the attached Warrant (No.         ),hereby irrevocably elects to: 

            (a) purchase             shares of the Common Stock of GigOptix, Inc. covered by such Warrant and herewith makes payment of$            , representing the full purchase price for such shares at the price per share provided for in such Warrant; or 

            (b) exercise such Warrant for             shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of subsection 1(c) of such Warrant. 

Please return a new Warrant certificate for             sharesrepresenting the unexercised portion of this Warrant. 

The undersigned acknowledges that it has reviewed the representationsand warranties contained in subsection 4(b) and Section 5 of this Warrant, and by its signature below hereby makes such representations and warranties contained in subsection 4(b) and Section 5 of this Warrant to the Company

 
Signature:  Address: