Form of GigOptix, Inc. Common Stock Warrants



 EXHIBIT 4.2 
  

			
	 Warrant No. [__]
  
 Date of Issuance: [______], 2008
  
 Original Issue Date (as defined in subsection 2(a)): [______], 2008
	  	 Number of Shares: [______]
 (subject to adjustment)


 GIGOPTIX, INC. 
 COMMON STOCK PURCHASE WARRANT 
 (VOID AFTER [___________, ____]) 

 GigOptix, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies 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 [_____, 2008] and on or before 5:00 p.m. (Eastern
time) on [_____, ____] (the “Exercise Period”), [______] shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $[______] per share. The shares purchasable upon
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 “Purchase Price,”
respectively. This Warrant is one of a series of Warrants of like tenor, except as to the number of shares of Common Stock subject thereto (collectively, the “Company Warrants”). 
 1.    Exercise. 
 (a)    Exercise Procedure.    The Registered Holder may, at its option, elect to exercise 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 form appended hereto as Exhibit I duly executed by or on behalf of the Registered 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, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. A facsimile signature of the Registered Holder on
the purchase form 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 close of 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 for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. 







 (c)    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, will cause 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 upon such 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 
 (ii)    in case such exercise is in part only, a new warrant or warrants (dated
the 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 minus
the number of Warrant Shares for which this Warrant was so exercised (which, in the case of an exercise pursuant to subsection 1(b), shall include both the number of Warrant Shares issued to the Registered Holder pursuant to such partial exercise
and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). 
 If by the third
trading day after the Exercise Date, the Company fails to deliver the required number of Warrant Shares, the Registered Holder will have the right to rescind the exercise. 
 2.    Adjustments. 
 (a)    Adjustment for Stock Splits and Combinations.    If the Company 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 original warrant 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 of Warrant 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 the combination 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 combination becomes effective. 
 (b)    Adjustment for Certain Dividends and Distributions.    In the event the 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 additional shares of Common Stock, 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 such record date, by multiplying the Purchase Price then in effect by a fraction: 
  

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 (1)    the numerator of which shall be 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 
 (2)    the denominator of which shall be 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 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 fixed and 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 be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or
distributions. 
 (c)    Adjustments for Other Dividends and Distributions.    In the event
the 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 the
Company (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 event
provision 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 the
Registered 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 any
such 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 Registered Holder 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 to such 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 of the 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 or surviving 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 determined in 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 date of 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 

  

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the acquiring or surviving company shall be 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 respect to 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 be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable
upon the exercise of this Warrant. 
 (e)    The Fair Market Value per share of Common Stock shall be determined as
follows: 
 (1)    If the Common Stock is listed on a 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 of Common Stock shall be deemed to be the 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 of Common Stock shall be determined
pursuant to clause (2) below). 
 (2)    If the Common Stock is not listed on a 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 of Common 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 determination for 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 as reasonably 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’s determination 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 be provided 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 this subsection 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 at any given time shall not include shares owned or held by or for the account of the Company. 
 (g)    Certificate as 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 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to the 

  

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Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property 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 the written 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, but shall 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. 
 4.    Redemption.    Notwithstanding any other provision contained herein to the contrary, in the event that the closing sale price of the Common Stock as reported on the NASDAQ Global
Market (or such other principal exchange or stock market on which the Common Stock may then be listed or quoted) is at least 200% of the initial Purchase Price (appropriately adjusted for any stock split, reverse stock split, stock dividend or other
reclassification or combination of the Common Stock occurring after the date hereof) for twenty (20) consecutive trading days (the “Trading Period”), upon thirty (30) days prior written notice (the “Notice
Period”) to the Registered Holder, the Company may repurchase this Warrant in full. In order for the Company to repurchase this Warrant, (i) the Company must give a similar notice to all holders of the Company Warrants and repurchase
all Company Warrants, and (ii) the Warrant Shares must have been registered pursuant to an effective Registration Statement which has not been suspended and for which no stop order is in effect, and pursuant to which the Registered Holder is
able to sell such Warrant Shares at all times during the Notice Period. Notwithstanding any such notice by the Company, the Registered Holder shall have the right to exercise this Warrant prior to the end of the Notice Period. Upon exercise of the
Company’s repurchase right set forth herein, the Company shall pay the Registered Holder an aggregate amount equal to $0.001 per Warrant Share. 
 5.    Transfers.  
 (a)    The Company will maintain a
register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. 
 (b)    This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly
executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency). 
  

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 6.    No Impairment.    The Company will not, by
amendment of its charter or through any 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 in good 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 deliverable upon
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 to receive
any other right; or 
 (b)    of any capital reorganization of the Company, any reclassification of the Common 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, the Company 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 Common Stock (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 such reorganization, 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 the exercise 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 the Registered
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. 

(b)    Upon receipt of evidence reasonably satisfactory to the Company of the 

  

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loss, 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 case of 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 nationwide overnight 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 connection herewith 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 Company should 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 principal office 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 business day delivery. 
 11.    No Rights as Stockholder.    Until the exercise of this Warrant, the Registered Holder shall 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 and the 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 the distribution 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 such shares were not outstanding as of the close of business on the record date for such stock
dividend. 
 12.    Amendment or Waiver.    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 holders of Company Warrants representing at least a majority of the number of shares of Common Stock then
subject to outstanding Company Warrants. 
 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.    This Warrant 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:	 	
		 	Title:	 	


  

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 EXHIBIT I 
 PURCHASE FORM 
  

					
			
	To: GigOptix, Inc.	  		  	Dated:____________

 The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___),
hereby irrevocably elects to purchase _______ shares of the Common Stock of GigOptix, Inc. covered by such Warrant. 
 The undersigned
herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant. 
  

			
	Signature:	 	 
	Address:	 	 
		 	 









 EXHIBIT II 
 ASSIGNMENT FORM 
 FOR VALUE RECEIVED, ______________________________________ hereby sells, assigns
and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock of GigOptix, Inc. covered thereby set forth below, unto: 
  

					
	 Name of Assignee
	  	 Address
	  	 No. of Shares

		  		  	
		  		  	
		  		  	
		  		  	

 The undersigned hereby agrees that it will not sell, assign or transfer the right, title and interest in and to
the Warrant unless applicable federal and state securities laws have been complied with. 
  

					
		 	Dated:	 	 


					
			
		 	Signature:	 	 


					
		
		 	Signature Guaranteed:
			
		 	By:	 	 

 The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.