Exhibit 10.6


 


EXECUTION COPY


 


fREGISTRATION RIGHTS AGREEMENT, dated as of March 6,
2008 (the “Agreement”) among POWER-ONE, INC.,
a Delaware corporation (including any successor thereto, whether by merger,
consolidation, conversion or otherwise, the “Company”) and PWER BRIDGE, LLC (“PB”).


 


PB owns or has the right to acquire a Warrant (as
hereinafter defined) to acquire shares of Common Stock (as hereinafter defined)
of the Company pursuant to the terms of the Warrant Agreement (as hereinafter
defined).  The Company and PB deem it to
be in their respective best interests to set forth their rights in connection
with public offerings and sales of shares of Common Stock and are entering into
this Registration Rights Agreement as a condition to and in connection with PB
entering into the Warrant Agreement.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants and obligations hereinafter
set forth, the Company and PB hereby agree as follows:


 


Section 1.              Certain Definitions. For purposes of this Registration
Rights Agreement, the following terms shall have the following respective
meanings:


 


“Commission” shall mean the
United States Securities and Exchange Commission, or any other federal agency
at the time administering the Exchange Act or the Securities Act, whichever is
the relevant statute for the particular purpose.


 


“Common Stock” has the meaning ascribed to such term in the
Warrant Agreement.


 


“Effective Time,” means the time
and date as of which the Commission declares the Shelf Registration Statement
effective or as of which the Shelf Registration Statement otherwise becomes
effective.


 


“Electing Holder”
shall mean PB and any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with
Section 3(a)(ii) or 3(a)(iii) hereof and the instructions set
forth on the Notice and Questionnaire.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, or any successor thereto, as the same shall be
amended from time to time.


 


The term “holder”
shall mean PB and other persons who acquire Registrable Securities from time to
time (including any successors or assigns), in each case for so long as such
person owns any Registrable Securities.


 


 “Notice and Questionnaire” means a Notice
of Registration Statement and Selling Securityholder Questionnaire
substantially in the form of Exhibit A hereto.


 


The term “person”
shall mean a corporation, association, partnership, organization, limited
liability company, limited partnership, limited liability partnership, or other
similar entity, individual, government or political subdivision thereof or
governmental agency.


 


“Warrant Agreement” means that certain Warrant
Agreement, dated as of the date hereof, among Power-One, Inc., and PWER
Bridge, LLC, as may be amended, modified or 


 

















 


supplemented from time to time.


 


“Registrable Securities” shall mean the
Securities; provided, however,
that a Security shall cease to be a Registrable Security upon the earliest to
occur of the following: (i) a Shelf Registration Statement registering
such Security under the Securities Act has been declared or becomes effective
and such Security has been sold or otherwise transferred by the holder thereof
pursuant to and in a manner contemplated by such effective Shelf Registration
Statement; (ii) such Security is sold pursuant to Rule 144 under
circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the Company; (iii) such Security is eligible to be sold
pursuant to paragraph (k) of Rule 144; or (iv) such Security
shall cease to be outstanding.


 


“Registration Expenses” shall have the
meaning assigned thereto in Section 4 hereof.


 


“Rule 144,” “Rule 405”
and “Rule 415” shall mean, in each case, such rule promulgated
under the Securities Act (or any successor provision), as the same shall be
amended from time to time.


 


“Securities” means the Common Stock of the Company to be issued
upon the exercise from time to time of the Warrants.


 


“Securities Act” shall mean the
Securities Act of 1933, or any successor thereto, as the same shall be amended
from time to time.


 


“Shelf Registration” shall have the
meaning assigned thereto in Section 2(b) hereof.


 


“Shelf Registration Statement” shall have the
meaning assigned thereto in Section 2(b) hereof.


 


“Warrant” has the meaning ascribed to such term in the
Warrant Agreement.


 


Unless the context otherwise requires, any reference
herein to a “Section” or “clause” refers to a Section or clause, as the
case may be, of this Registration Rights Agreement, and the words “herein,” “hereof”
and “hereunder” and other words of similar import refer to this Registration
Rights Agreement as a whole and not to any particular Section or other subdivision.
Capitalized terms used herein but not defined herein shall have the meaning
assigned to such terms in the Warrant Agreement.


 


Section 2.              Registration Under the Securities Act.


 


(a)           The
Company shall file under the Securities Act as soon as practicable, but no
later than 90 days after the date hereof, a “shelf” registration statement
providing for the registration of, and the sale on a continuous or delayed
basis by the holders of, all of the Registrable Securities, pursuant to Rule 415
or any similar rule that may be adopted by the Commission (such filing,
the “Shelf Registration” and such
registration statement, the “Shelf
Registration Statement”). The Company agrees to use all commercially
reasonable efforts (x) to cause the Shelf Registration Statement to become
or be declared effective no later than 90 days after the applicable Shelf
Registration Statement filing deadline described above and, subject to 


 


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Section 3(d), to keep such Shelf Registration Statement
continuously effective for a period ending at such time as all of the
Securities have ceased to be Registrable Securities, provided, however,
that no holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof
for resales of Registrable Securities unless such holder is an Electing Holder,
and (y) after the Effective Time of the Shelf Registration Statement,
promptly upon the request of any holder of Registrable Securities that is not
then an Electing Holder, to take any action reasonably necessary to enable such
holder to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify
such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this
Clause (y) shall relieve any such holder of the obligation to return a
completed and signed Notice and Questionnaire to the Company in accordance with
Section 3(a)(iii) hereof; provided
further that each holder shall promptly furnish additional
information required to be disclosed in order to make information previously
furnished to the Company by such holder not misleading. The Company further
agrees to supplement or make amendments to the Shelf Registration Statement,
including without limitation, any post effective amendments, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration.


 


(b)           The
Company shall use all commercially reasonable efforts to take all actions
necessary or advisable to be taken by it to ensure that the transactions
contemplated herein are effected as so contemplated in Section 2(a) hereof,
and to submit to the Commission, within two business days after the Company
learns that no review of the Shelf Registration Statement will be made by the
staff of the Commission or that the staff has no further comments on the Shelf
Registration Statement, as the case may be, a request for acceleration of
effectiveness (or post effective amendment, if applicable) of the Shelf
Registration Statement to a time and date not later than 48 hours after the
submission of such request.


 


(c)           Any
reference herein to a registration statement or prospectus as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated, therein
by reference as of such time and any reference herein to any post-effective
amendment to a registration statement as of any time shall be deemed to include
any document incorporated, or deemed to be incorporated, therein by reference
as of such time.  Any reference to a
prospectus as of any time shall include any supplement thereto, preliminary
prospectus, or any free writing prospectus in respect thereof.


 


Section 3.              Registration Procedures.


 


The following provisions shall apply to the filing
of the Shelf Registration Statement:


 


(a)           The
Company shall:


 


(i)            prepare
and file with the Commission, as soon as practicable but in any case within the
time periods specified in Section 2(a), a Shelf Registration Statement on
any form which may be utilized by the Company and which shall register all of
the Registrable Securities for resale by the holders thereof in accordance with
such method or methods of 


 


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disposition as may be specified by such of the holders as, from time to
time, may be Electing Holders and use all commercially reasonable efforts to
cause such Shelf Registration Statement to become effective as soon as
practicable but in any case within the time periods specified in Section 2(a);


 


(ii)           not
less than 15 calendar days prior to the Effective Time of the Shelf
Registration Statement, mail the Notice and Questionnaire to the holders of
Registrable Securities; no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement as of the Effective Time,
and no holder shall be entitled to use the prospectus forming a part thereof
for resales of Registrable Securities at any time, unless such holder has
returned a completed and signed Notice and Questionnaire to the Company by the
deadline for response set forth therein; provided,
however, holders of Registrable Securities shall have at least 10
calendar days from the date on which the Notice and Questionnaire is first
mailed to such holders to return a completed and signed Notice and
Questionnaire to the Company;


 


(iii)          after
the Effective Time of the Shelf Registration Statement, upon the request of any
holder of Registrable Securities that is not then an Electing Holder, promptly
send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any
action to name such holder as a selling securityholder in the Shelf
Registration Statement or to enable such holder to use the prospectus forming a
part thereof for resales of Registrable Securities until such holder has
returned a completed and signed Notice and Questionnaire to the Company;


 


(iv)          as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement (including without limitation,
any required post effective amendments) and the prospectus included therein as
may be necessary to effect and maintain the effectiveness of such Shelf
Registration Statement for the period specified in Section 2(a) hereof
and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf
Registration Statement, including without limitation, to include any Electing
Holder to be named as a selling securityholder therein;


 


(v)           comply
with the provisions of the Securities Act with respect to the disposition of
all of the Registrable Securities covered by such Shelf Registration Statement
in accordance with the intended methods of disposition by the Electing Holders
provided for in such Shelf Registration Statement;


 


(vi)          provide
(A) one representative of the Electing Holders and (B) not more than
one counsel for all the Electing Holders the opportunity to participate in the
preparation of such Shelf Registration Statement, each prospectus included
therein or filed with the Commission and each amendment or supplement thereto,
in each case subject to customary confidentiality restrictions;


 


(vii)         for
a reasonable period prior to the filing of such Shelf Registration Statement,
and throughout the period specified in Section 2(a), make available at
reasonable times at the Company’s principal place of business or such other
reasonable place for inspection 


 


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by the persons referred to in Section 3(a)(vi) who shall
certify to the Company that they have a current intention to sell the
Registrable Securities pursuant to the Shelf Registration such financial and
other information and books and records of the Company, and cause the officers,
employees, counsel and independent certified public accountants of the Company
to be available to respond to such inquiries, as shall be reasonably necessary,
in the judgment of the respective counsel referred to in such Section, to
conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act; provided, however,
that each such party shall be required to maintain in confidence and not to
disclose to any other person any information or records reasonably designated
by the Company as being confidential, until such time as (A) such
information becomes a matter of public record (whether by virtue of its
inclusion in such registration statement or otherwise), or (B) such person
shall be required so to disclose such information pursuant to a subpoena or
order of any court or other governmental agency or body having jurisdiction
over the matter (provided such person agrees that it will give notice to the
Company and allow the Company, at its expense, to promptly undertake appropriate
action and to prevent disclosure of such information deemed confidential), or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case
may be, complies with applicable requirements of the federal securities laws
and the rules and regulations of the Commission and does not contain an
untrue statement of a material fact or omit to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;


 


(viii)        promptly
notify each of the Electing Holders, and if requested by any such Electing
Holder, confirm such advice in writing, (A) when such Shelf Registration
Statement or the prospectus included therein or any prospectus amendment or
supplement or post-effective amendment has been filed, and, with respect to
such Shelf Registration Statement or any post-effective amendment, when the
same has become effective, (B) of any comments by the Commission and by
the blue sky or securities commissioner or regulator of any state with respect
thereto or any request by the Commission for amendments or supplements to such
Shelf Registration Statement or prospectus or for additional information, (C) of
the issuance by the Commission of any stop order suspending the effectiveness
of such Shelf Registration Statement or the initiation or threatening of any
proceedings for that purpose, (D) if at any time the representations and
warranties of the Company contemplated by Section 5 cease to be true and
correct in all material respects, (E) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or (F) if at any time when
a prospectus is required to be delivered under the Securities Act, that such
Shelf Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the rules and regulations of the
Commission thereunder or contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;


 


(ix)           use
all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such registration statement or any
post-effective amendment thereto at the earliest practicable date;


 


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(x)            if
requested by any Electing Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the Commission and as such Electing
Holder specifies should be included therein relating to the terms of the sale
of such Registrable Securities, including information with respect to the
amount of Registrable Securities being sold by such Electing Holder , the name
and description of such Electing Holder the offering price of such Registrable
Securities and any compensation payable in respect thereof, and make all
required filings of such prospectus supplement or post-effective amendment promptly
after notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment;


 


(xi)           furnish
to each Electing Holder and the respective counsel referred to in Section 3(a)(vi) a
conformed copy of such Shelf Registration Statement, each such amendment and
supplement thereto (in each case including all exhibits thereto (in the case of
an Electing Holder of Registrable Securities, upon request) and documents
incorporated by reference therein) and such number of copies of such Shelf
Registration Statement (excluding exhibits thereto and documents incorporated
by reference therein unless specifically so requested by such Electing Holder)
and of the prospectus included in such Shelf Registration Statement, in
conformity in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission thereunder,
and such other documents, as such Electing Holder may reasonably request in
order to facilitate the offering and disposition of the Registrable Securities
owned by such Electing Holder and to permit such Electing Holder to satisfy the
prospectus delivery requirements of the Securities Act; and subject to Section 3(b) below,
the Company hereby consents to the use of such prospectus and any amendment or
supplement thereto by each such Electing Holder, in each case in the form most
recently provided to such person by the Company, in connection with the
offering and sale of the Registrable Securities covered by the prospectus or any
supplement or amendment thereto;


 


(xii)          use
all commercially reasonable efforts to (A) register or qualify the
Registrable Securities to be included in such Shelf Registration Statement
under such securities laws or blue sky laws of such jurisdictions as any
Electing Holder thereof shall reasonably request, (B) keep such
registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers, sales and dealings therein in such
jurisdictions during the period the Shelf Registration is required to remain
effective under Section 2(b) above and for so long as may be
necessary to enable any such Electing Holder to complete its distribution of
Securities pursuant to such Shelf Registration Statement and (C) take any
and all other actions as may be reasonably necessary to enable each such
Electing Holder to consummate the disposition in such jurisdictions of such
Registrable Securities; provided, however,
that the Company shall not be required for any such purpose to (1) qualify
as a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 3(a)(xii), (2) consent
to general service of process in any such jurisdiction or become subject to
taxation in any such jurisdiction or (3) make any changes to its articles
of incorporation or by-laws or other governing documents or any agreement
between it and its stockholders;


 


(xiii)         use
all commercially reasonable efforts to obtain the consent or approval of each
governmental agency or authority, whether federal, state or local, which may be
required to effect the Shelf Registration or the offering or sale in connection
therewith or to 


 


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enable the selling holder or holders to offer, or to consummate the
disposition of, their Registrable Securities;


 


(xiv)        unless
any Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates, if so
required by any securities exchange upon which any Registrable Securities are
listed, shall be penned, lithographed or engraved, or produced by any
combination of such methods, on steel engraved borders, and which certificates
shall not bear any restrictive legends;


 


(xv)         notify
in writing each holder of Registrable Securities of any proposal by the Company
to amend or waive any provision of this Registration Rights Agreement pursuant
to Section 8(i) hereof and of any amendment or waiver effected
pursuant thereto, each of which notices shall contain the text of the amendment
or waiver proposed or effected, as the case may be; and


 


(xvi)        comply
with all applicable rules and regulations of the Commission, and make
generally available to its securityholders as soon as practicable but in any
event not later than eighteen months after the effective date of such Shelf
Registration Statement, an earning statement of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).


 


(b)           In
the event that the Company would be required, pursuant to Section 3(a)(viii)(F) above,
to notify the Electing Holders the Company shall promptly prepare and furnish
to each of the Electing Holders a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of
Registrable Securities, such prospectus shall conform in all material respects
to the applicable requirements of the Securities Act and the rules and
regulations of the Commission thereunder and shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing. Each Electing Holder agrees that upon
receipt of any notice from the Company pursuant to Section 3(a)(viii)(F) hereof,
such Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company,
such Electing Holder shall deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies, then in such Electing Holder’s
possession of the prospectus covering such Registrable Securities at the time of
receipt of such notice.


 


(c)           In
the event of a Shelf Registration, in addition to the information required to
be provided by each Electing Holder in its Notice and Questionnaire, the
Company may require such Electing Holder to furnish to the Company such
additional information regarding such Electing Holder and such Electing Holder’s
intended method of distribution of Registrable Securities as may be required in
order to comply with the Securities Act. Each such Electing Holder agrees to
notify the Company as promptly as practicable of any inaccuracy or change in
information previously furnished by such Electing Holder to the Company or of
the occurrence of any event in either case as a result of which any prospectus
relating to such Shelf Registration 


 


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contains or would contain an untrue statement of a material fact
regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Registrable Securities or omits to state any material fact
regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing.


 


(d)           Notwithstanding
any other provision of this Agreement, the Company may for valid business
reasons (other than avoidance of its obligations hereunder), including without
limitation, a potential material acquisition, divestiture of assets or other
material corporate transaction, notify holders of Registrable Securities in
writing that the Shelf Registration Statement is no longer effective or the
prospectus included therein is no longer usable for offers and sales of
Securities for a period not to exceed: (i) 30 consecutive days at any one
time, (ii) 45 days in any three month period or (iii) 90 days in the
aggregate during any twelve-month period; provided, that the Company promptly
thereafter complies with the requirements of Section 2(b) hereof, if
applicable, and provided further that, if a post effective amendment is
required by applicable law to be filed with the Commission to cause a Holder to
be named as a selling securityholder in the Shelf Registration Statement, the
period of time between the filing and the effectiveness of any such post
effective amendment shall be not deemed to be a Suspension Period hereunder.
The first day of any Suspension Period must be at least two trading days after
the last day of any prior Suspension Period. 
Each holder agrees that upon receipt of any notice from the Company
pursuant to this Section 3(d), it will discontinue use of the prospectus
contained in the Shelf Registration Statement until receipt of copies of the
supplemented or amended prospectus relating thereto or until advised in writing
by the Company that the use of the prospectus contained in the Shelf
Registration Statement may be resumed (any such period, a “Suspension Period”).


 


Section 4.              Registration Expenses.


 


The Company agrees to bear and to pay or cause to be
paid promptly all expenses incident to the Company’s performance of or
compliance with this Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in Section 3(a)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as or the Electing Holders may designate, including
reasonable fees and disbursements of not more than one counsel for the Electing
Holders in connection with such qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing blue sky
memoranda and all other documents in connection with the offering, sale 


 


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or delivery of Securities to
be disposed of (including certificates representing the Securities), (d) messenger,
telephone and delivery expenses relating to the offering, sale or delivery of
Securities and the preparation of documents referred in clause (c) above, (e) internal
expenses (including all salaries and expenses of the Company’s officers and
employees performing legal or accounting duties), (f) fees, disbursements
and expenses of counsel and independent certified public accountants of the
Company (including the expenses of any opinions or “cold comfort” letters
required by or incident to such performance and compliance), (g) reasonable
fees, disbursements and expenses of one counsel for the Electing Holders
retained in connection with a Shelf Registration, as selected by the Electing
Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company), and (h) fees, expenses and disbursements of
any other persons, including special experts, retained by the Company in
connection with such registration (collectively, the “Registration Expenses”).
To the extent that any Registration Expenses are incurred, assumed or paid by
any holder of Registrable Securities or any placement or sales agent therefor
or underwriter thereof, the Company shall reimburse such person for the full
amount of the Registration Expenses so incurred, assumed or paid promptly after
receipt of a request therefor. Notwithstanding the foregoing, the holders of
the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly),
other than the counsel and experts specifically referred to above.


 


Section 5.              Representations and Warranties.


 


The Company represents and warrants to, and agrees
with, PB and each of the holders from time to time of Registrable Securities that:


 


(a)           Each
registration statement covering Registrable Securities and each prospectus
(including any preliminary or summary prospectus) contained therein or
furnished pursuant to Section 3(b) hereof and any further amendments
or supplements to any such registration statement or prospectus, when it
becomes effective or is filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the Securities Act and
the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than from (i) such
time as a notice has been given to holders of Registrable Securities pursuant
to Section 3(a)(viii)(F) hereof until (ii) such time as the
Company furnishes an amended or supplemented prospectus pursuant to Section 3(b) hereof,
each such registration statement, and each prospectus contained therein or
furnished pursuant to Section 3(b) hereof, as then amended or
supplemented, will conform in all material respects to the requirements of the
Securities Act and the rules and regulations of the Commission thereunder
and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use therein.


 


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(b)           Any
documents incorporated by reference in any prospectus referred to in Section 5(a) hereof,
when they become or became effective or are or were filed with the Commission,
as the case may be, will conform or conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and none
of such documents will contain or contained an untrue statement of a material
fact or will omit or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use therein.


 


(c)           The
compliance by the Company with all of the provisions of this Registration Rights
Agreement and the consummation of the transactions herein contemplated will not
(i) conflict with or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Company
or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, (ii) result in any violation of the
provisions of the articles of incorporation or organization or the by-laws or
other governing documents, as applicable, of the Company or (iii) result
in any violation of any statute or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Company or any of
its subsidiaries or any of their properties except, in the case of clauses (i) and
(iii), for such conflicts, breaches, violations or defaults as would not
individually, or in the aggregate, have a material adverse effect on the
current or future consolidated financial position, stockholders’ equity or
results of operations of the Company and its subsidiaries, taken as a whole;
and no consent, approval, authorization, order, registration or qualification
of or with any such court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated by this
Registration Rights Agreement, except (i) the registration under the
Securities Act of the Securities, (ii) such consents, approvals,
authorizations, registrations or qualifications as may be required under state
securities or blue sky laws in connection with the offering and distribution of
the Securities and (iii) such consents, approvals, authorizations,
registrations or qualifications that have been obtained and are in full force
and effect as of the date hereof.


 


(d)           This
Registration Rights Agreement has been duly authorized, executed and delivered
by the Company.


 


Section 6.              Indemnification.


 


(a)           Indemnification by the Company. The
Company will indemnify and hold harmless each of the Electing Holders of
Registrable Securities included in a Shelf Registration Statement against any
losses, claims, damages or liabilities, joint or several, to which such holder
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Shelf Registration Statement under which such
Registrable Securities were registered under the Securities Act, or any
preliminary, final or free writing prospectus contained therein or furnished by
the Company


 


10






 












 


to any such Electing Holder or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
such holder, such Electing Holder for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action
or claim as such expenses are incurred;
provided, however, that the Company shall not be liable to any such
person in any such case to the extent that any such loss, claim, damage or
liability (x) arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, or preliminary, final or free writing prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with
written information furnished to the Company by any such person for use therein
or (y) arises from such person’s use of the Shelf Registration Statement
or prospectus or any amendments or supplements thereto during a Suspension
Period.


 


(b)           Indemnification
by the Holders. Each Electing Holder agrees, severally and not
jointly, to (i) indemnify and hold harmless the Company and all other
holders of Registrable Securities, against any losses, claims, damages or
liabilities to which the Company or such other holders of Registrable
Securities may become subject, under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such registration statement, or any
preliminary, final or free writing prospectus contained therein or furnished by
the Company to any such Electing Holder, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such Electing Holder expressly
for use therein, and (ii) reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this Section 6(b) for
any amounts in excess of the dollar amount of the proceeds to be received by
such Electing Holder from the sale of such Electing Holder’s Registrable
Securities pursuant to such registration.


 


(c)           Notices
of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to
be made against an indemnifying party pursuant to the indemnification
provisions of or contemplated by this Section 6, notify such indemnifying
party in writing of the commencement of such action; but the omission so to
notify the indemnifying party shall not relieve it from any liability which it
may have to any indemnified party otherwise than under the indemnification
provisions of or contemplated by Section 6(a) or 6(b) hereof to
the extent the indemnifying party is not materially prejudiced by such
omission. In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof,
such indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying party to 


 


11

















 


such indemnified party of its election so to assume
the defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of investigation.
No indemnifying party shall, without the written consent of the indemnified
party, effect the settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder (whether or
not the indemnified party is an actual or potential party to such action or
claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.


 


(d)           Contribution.
If for any reason the indemnification provisions contemplated by Section 6(a) or
Section 6(b) are unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were
determined by pro rata allocation (even if the holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 6(d).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, or liabilities (or actions in respect thereof) referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 6(d),
no holder shall be required to contribute any amount in excess of the amount by
which the dollar amount of the proceeds received by such holder from the sale
of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such
holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The holders’ obligations in
this Section 6(d) to contribute shall be several in proportion to the
principal amount of Registrable Securities registered by them and not joint.


 


(e)           The obligations of the Company under
this Section 6 shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and conditions, to each
officer, director and partner of each holder and each person, if any, who 


 


12

















 


controls any holder within the meaning of the
Securities Act; and the obligations of the holders contemplated by this Section 6
shall be in addition to any liability which the respective holder may otherwise
have and shall extend, upon the same terms and conditions, to each officer and
director of the Company (including any person who, with his consent, is named
in any registration statement as about to become a director of the Company) and
to each person, if any, who controls the Company within the meaning of the
Securities Act.


 


Section 7.              Rule 144.


 


The Company covenants to the holders of Registrable
Securities that to the extent it shall be required to do so under the Exchange
Act, the Company shall timely file the reports required to be filed by it under
the Exchange Act or the Securities Act (including the reports under Section 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)
and the rules and regulations adopted by the Commission thereunder, and
shall take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities without registration under the Securities
Act within the limitations of the exemption provided by Rule 144, as such Rule may
be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities in connection with that holder’s sale pursuant to Rule 144,
the Company shall deliver to such holder a written statement as to whether it
has complied with such requirements.


 


Section 8.              Miscellaneous.


 


(a)           No
Inconsistent Agreements. The Company represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Registration Rights Agreement.


 


(b)           Specific
Performance. The parties hereto acknowledge that there would be no
adequate remedy at law if the Company fails to perform any of its obligations
hereunder and that PB and the holders from time to time of the Registrable
Securities may be irreparably harmed by any such failure, and accordingly agree
that PB and such holders, in addition to any other remedy to which they may be
entitled at law or in equity, shall be entitled to compel specific performance
of the obligations of the Company under this Registration Rights Agreement in
accordance with the terms and conditions of this Registration Rights Agreement,
in any court of the United States or any State thereof having jurisdiction.


 


(c)           Notices.
All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered by hand, if delivered personally, by facsimile or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at Power-One, Inc., 740 Calle Plano, Camarillo, California  93012-8583, Attention: Randy Holliday,
General Counsel, with a copy to O’Melveny & Myers  LLP, 1999 Avenue of the Stars, Los Angeles,
California 90067, Attention: David J. Johnson, Jr., and if to a holder, to
the address of such holder set forth in the security register or other records
of the Company, or to such other address as the Company or any such holder may
have furnished 


 


13

















 


to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon receipt.


 


(d)           Parties
in Interest. All the terms and provisions of this Registration Rights
Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the parties hereto and the holders from time to time of the
Registrable Securities and the respective successors and assigns of the parties
hereto and such holders. In the event that any transferee of any holder of
Registrable Securities shall acquire Registrable Securities, in any manner,
whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed
a beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Registration Rights Agreement, and by
taking and holding such Registrable Securities such transferee shall be entitled
to receive the benefits of, and be conclusively deemed to have agreed to be
bound by all of the applicable terms and provisions of this Registration Rights
Agreement. If the Company shall so request, any such successor, assign or
transferee shall agree in writing to acquire and hold the Registrable
Securities subject to all of the applicable terms hereof.


 


(e)           Survival.
The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Registration Rights Agreement or made
pursuant hereto shall remain in full force and effect regardless of any
investigation (or statement as to the results thereof) made by or on behalf of
any holder of Registrable Securities, any director, officer or partner of such
holder or any director, officer or partner thereof, or any controlling person
of any of the foregoing, and shall survive delivery of and payment for the
Registrable Securities pursuant to the Warrant Agreement and the transfer and
registration of Registrable Securities by such holder and the consummation of
the transactions contemplated herein.


 


(f)            Governing Law.
This Registration Rights Agreement shall be governed by and construed in
accordance with the laws of the State of New York.


 


(g)           EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF COURTS OF
THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA, OR THE
STATE OF CALIFORNIA, AND ANY APPELLATE COURT THEREFROM, FOR THE RESOLUTION OF
ANY AND ALL DISPUTES, CONTROVERSIES, CONFLICTS, LITIGATION OR ACTIONS ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND THE SUBJECT MATTER HEREOF AND AGREES
NOT TO COMMENCE ANY LITIGATION OR ACTIONS ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND THE SUBJECT MATTER HEREOF IN ANY OTHER COURT.


 


(h)           Headings.
The descriptive headings of the several Sections and paragraphs of this
Registration Rights Agreement are inserted for convenience only, do not
constitute a part of this Registration Rights Agreement and shall not affect in
any way the meaning or interpretation of this Registration Rights Agreement.


 


 


14

















 


(i)            Entire
Agreement; Amendments. This Registration Rights Agreement and the
other writings referred to herein or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its
subject matter. This Registration Rights Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter. This Registration Rights Agreement may be amended and the observance of
any term of this Registration Rights Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only by
a written instrument duly executed by the Company and the holders of at least a
majority of the Registrable Securities at the time outstanding. Each holder of
any Registrable Securities at the time or thereafter outstanding shall be bound
by any amendment or waiver effected pursuant to this Section 8(i), whether
or not any notice, writing or marking indicating such amendment or waiver
appears on such Registrable Securities or is delivered to such holder.


 


(j)            Inspection.
For so long as this Registration Rights Agreement shall be in effect, this
Registration Rights Agreement and a complete list of the names and addresses of
all the holders of Registrable Securities shall be made available for
inspection and copying on any business day by any holder of Registrable Securities
for proper purposes only (which shall include any purpose related to the rights
of the holders of Registrable Securities under the Securities and this
Agreement) at the offices of the Company at the address thereof set forth in Section 8(c) above.


 


(k)           Counterparts.
This Registration Rights Agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon the acceptance hereof by you, this
letter and such acceptance hereof shall constitute a binding agreement among PB
and the Company.


 


15

















 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  POWER-ONE,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  R. HOLLIDAY

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Randall
  H. Holliday

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted
  as of the date hereof:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PWER BRIDGE, LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ WILLIAM B. KEISLER

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  William B. Keisler

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Representative

  	
   

  	
   

  
								



 






 












 


Exhibit A


 


POWER-ONE, INC.


 


INSTRUCTION TO DTC PARTICIPANTS


 


(Date of Mailing)


 


URGENT - IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR RESPONSE: [DATE] *


 


The
Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.


 






*  Not less than 10 calendar days from date of
mailing. 


 


A-1

















 


POWER-ONE, INC.


 


Notice of Registration Statement


and


Selling Securityholder Questionnaire


 


(Date)


 


Reference
is hereby made to the Registration Rights Agreement (the “Registration Rights
Agreement”) among POWER-ONE, INC.
(the “Company”), and PWER BRIDGE, LLC (“PB”). Pursuant to the Registration
Rights Agreement, the Company has filed with the United States Securities and
Exchange Commission (the “Commission”) a registration statement on Form             
(the “Shelf Registration Statement”) for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s Common Stock (the “Securities”). A copy of the Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.


 


Each
beneficial owner of Registrable Securities (as defined below) is entitled to
have the Registrable Securities beneficially owned by it included in the Shelf
Registration Statement. In order to have Registrable Securities included in the
Shelf Registration Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire (“Notice and Questionnaire”) must be completed,
executed and delivered to the Company’s counsel at the address set forth herein
for receipt ON OR BEFORE [Deadline For
Response]. Beneficial owners of Registrable Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of
Registrable Securities.


 


Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and related Prospectus. Accordingly, holders and
beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.


 


The
term “Registrable Securities” is defined in the Registration Rights
Agreement.


 


A-2

















 


ELECTION


 


The
undersigned holder (the “Selling Securityholder”) of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Registration Rights
Agreement, including, without limitation, Section 6 of the Registration
Rights Agreement, as if the undersigned Selling Securityholder were an original
party thereto.


 


The
Selling Securityholder hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete:


 


A-3

















 


QUESTIONNAIRE


 


	
  (1)

  	
  (a)

  	
   

  	
  Full
  Legal Name of Selling Securityholder:

  



 


	
   

  	
  (b)

  	
   

  	
  Full
  Legal Name of Registered Holder (if not the same as in (a) above) of
  Registrable Securities Listed in Item (3) below:

  



 


	
   

  	
  (c)

  	
   

  	
  Full
  Legal Name of DTC Participant (if applicable and if not the same as
  (b) above) Through Which Registrable Securities Listed in Item
  (3) below are Held:

  



 


	
  (2)

  	
  Address
  for Notices to Selling Securityholder: 

  



 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Contact Person:

  	
   

  	
   

  



 


	
  (3)

  	
  Beneficial
  Ownership of Securities:

  



 


Except as set forth below in this Item (3), the
undersigned does not beneficially own any Securities.


 


	
   

  	
  (a)

  	
   

  	
  Number
  of shares of Registrable Securities beneficially owned:

  



 


 


	
   

  	
  (b)

  	
   

  	
  Number
  of shares of Securities other than Registrable Securities beneficially owned:

  



 


 


	
   

  	
  (c)

  	
   

  	
  Number
  of shares of Registrable Securities which the undersigned wishes to be
  included in the Shelf Registration Statement:

  



 


 


	
  (4)

  	
  Beneficial
  Ownership of Other Securities of the Company:

  



 


 


A-4

















 


Except as set forth below in this Item (4), the
undersigned Selling Securityholder is not the beneficial or registered owner of
any other securities of the Company, other than the Securities listed above in
Item (3).


 


State
any exceptions here:


 


 


 


 


	
  (5)

  	
  Relationships
  with the Company:

  



 


Except as set forth below, neither the Selling
Securityholder nor any of its affiliates, officers, directors or principal
equity holders (5% or more) has held any position or office or has had any
other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


 


State
any exceptions here:


 


 


 


 


	
  (6)

  	
  Plan
  of Distribution:

  



 


Except as set forth below, the undersigned Selling
Securityholder intends to distribute the Registrable Securities listed above in
Item (3) only as follows (if at all): Such Registrable Securities may be
sold from time to time directly by the undersigned Selling Securityholder or,
alternatively, through broker-dealers or agents.  Such Registrable Securities may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or at
negotiated prices. Such sales may be effected in transactions (which may
involve crosses or block transactions) (i) on any national securities
exchange or quotation service on which the Registered Securities may be listed
or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in
transactions otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options. In
connection with sales of the Registrable Securities or otherwise, the Selling
Securityholder may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the Registrable Securities in the course
of hedging the positions they assume. The Selling Securityholder may also sell
Registrable Securities short and deliver Registrable Securities to close out
such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.


 


State
any exceptions here:


 


 


 


 


By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.


 


A-5

















 


In
the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.


 


By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.


 


In
accordance with the Selling Securityholder’s obligation under Section 3(a) of
the Registration Rights Agreement to provide such information as may be required
by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Registration Rights Agreement
shall be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:


 




	
   

  	
   

  	
   

  
	
  (i)     To
  the Company:

  	
   

  	
   

  
	
   

  	
   

  	
  Power-One, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  740
  Calle Plano

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Camarillo,
  CA 93012-8583

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  Randy Holliday, General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (ii)    With
  a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  O’Melveny &
  Myers, LLP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1999
  Avenue of the Stars, 7th Floor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Los
  Angeles, CA 90067-6035

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  David J. Johnson, Jr.

  






 


Once
this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company’s counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the 


 


A-6

















 


Company
and the Selling Securityholder (with respect to the Registrable Securities
beneficially owned by such Selling Securityholder and listed in Item (3) above.
This Agreement shall be governed in all respects by the laws of the State of
Delaware.


 


A-7

















 


IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  	
   

  
	
   

  	
  (Print/type
  full legal name of beneficial owner of Registrable Securities)

  	
   

  
					



 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
BEFORE [DEADLINE FOR RESPONSE] TO
THE COMPANY’S COUNSEL AT:


 


	
   

  	
  Power-One, Inc.

  	
   

  
	
   

  	
  740
  Calle Plano

  	
   

  
	
   

  	
  Camarillo,
  CA 93012-8583

  	
   

  
	
   

  	
  Attention:
  Randy Holliday, General Counsel

  	
   

  



 


A-8