Exhibit
10.5


WARRANT
CERTIFICATE


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT
AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER
OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO COVENANTS IN THAT CERTAIN WARRANT AGREEMENT (THE “WARRANT AGREEMENT”)
DATED AS OF MARCH 6, 2008 BY AND BETWEEN THE COMPANY AND THE CERTAIN
INITIAL REGISTERED HOLDER NAMED THEREIN CONTAINING, AMONG OTHER THINGS,
RESTRICTIONS ON THE SALE, TRANSFER OR OTHER DISPOSITION OF SUCH
SECURITIES.  A COPY OF THE WARRANT
AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY WITHOUT CHARGE
UPON WRITTEN REQUEST.


 


VOID AFTER 5:00 P.M.
NEW YORK CITY TIME


ON THE EXPIRATION
DATE


 


SEE TERMS OF THE
WARRANT AGREEMENT REFERRED TO HEREIN


FOR OTHER TERMS
RELATING TO THE VESTING SCHEDULE AND THE TERMINATION OF THE WARRANTS


 


Warrant No.:         1


Issue Date:            March 6, 2008


 


 

















 


WARRANT
TO PURCHASE COMMON STOCK


OF


POWER-ONE, INC.


 


THIS CERTIFIES THAT for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
PWER BRIDGE, LLC., a Nevada limited liability company, or its permitted
registered assigns (the “Registered Holder”), is entitled,
subject to the terms and conditions of the Warrant Agreement (as defined
below), to purchase from Power-One, Inc., a Delaware corporation (the “Company”),
at any time and from time to time, subject to the terms and conditions relating
to vesting and termination contained in the Warrant Agreement referred to
below, on or prior to the Expiration Date, 2,000,000 shares of the Company at
the Warrant Exercise Price, upon
surrender of this Warrant at the principal office of the Company, together with
a duly completed and executed notice of exercise in the form attached hereto
and payment in cash (by wire transfer or by certified or bank cashier’s check),
or on a cashless basis as provided in Section 3.2(b) of the Warrant
Agreement, of the Warrant Exercise Price for each Share then being so purchased
and any applicable transfer taxes. The Warrant Exercise Price and the number
and kind of Shares purchasable upon exercise of this Warrant are subject to
adjustment as provided in the Warrant Agreement.


 


This
Warrant is subject to, and entitled to the benefits of, all of the terms,
provisions and conditions of a Warrant Agreement dated as of March 6, 2008
(the “Warrant Agreement”) by and between the Company and PWER Bridge, LLC,
which Warrant Agreement is hereby incorporated herein by reference and made a
part hereof and to which Warrant Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Company and the Registered Holder of this Warrant,
including without limitation the terms and conditions relating to vesting and
termination of the Warrants contained in the Warrant Agreement.  All capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the
Warrant Agreement.  Copies of the Warrant
Agreement are on file at the principal office of the Company and may be
obtained from the Secretary of the Company, without charge, upon written
request by the Registered Holder.


 


The
Registered Holder may be treated by the Company and all other Persons dealing
with this Warrant as the absolute owner hereof for any purpose and as the
Person entitled to exercise the rights represented hereby, or to the transfer
hereof on the books of the Company in accordance with the terms and conditions
set forth in the Warrant Agreement, any notice to the contrary notwithstanding,
and until such transfer on such books, the Company may treat the Registered
Holder hereof as the owner for all purposes.


 


If
this Warrant shall be exercised in part, the Registered Holder shall be
entitled to receive upon surrender hereof, another Warrant or Warrants
representing the unexercised portion of this Warrant.


 


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No
fractional shares of Common Stock will be issued upon the exercise of the
Warrant, but in lieu thereof a cash payment will be made, as provided in the
Warrant Agreement.


 


The
Registered Holder shall not be entitled to vote with respect to or receive
dividends on the Shares purchasable upon exercise of this Warrant or be deemed
the holder of Shares or any other securities of the Company which may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained in the Warrant Agreement or herein be construed to confer upon such
Registered Holder, as such, any of the rights of a shareholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, until this Warrant shall have been exercised and the Shares
issuable upon the exercise hereof shall have become deliverable as provided in
the Warrant Agreement.


 


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IN
WITNESS WHEREOF, Power-One, Inc. has caused this Warrant to be executed by
an authorized officer of the Company and attested by its Secretary or an
Assistant Secretary.


 


	
   

  	
   

  	
  POWER-ONE, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ R. THOMPSON

  
	
   

  	
   

  	
   

  	
  Name: Richard J.
  Thompson

  
	
   

  	
   

  	
   

  	
  Title: Authorized
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/
  R. HOLLIDAY

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Randall H.
  Holliday

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Secretary or
  Assistant Secretary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


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EXHIBIT 1


 


NOTICE OF ELECTION
FORM


(To be executed
upon exercise of Warrant)


 


To: POWER-ONE, INC.


 


The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder,
                      
Shares, as provided for in the Warrant, and (check one)  o 
tenders herewith payment of the purchase price in full in the amount of
$
                            ;  or o elects to exchange vested warrants
pursuant to Section 3.2(b) of the Warrant Agreement.


 


Please
issue a certificate or certificates for such Shares in the name of, and pay any
cash for any fractional share to:


 


	
  PLEASE INSERT

  	
   

  	
  Name:

  	
   

  
	
  TAXPAYER I.D.

  	
   

  	
  (Please Print
  Name and Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER OF PURCHASER

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  NOTE:

  	
  The above signature
  should correspond exactly with the name on the face of the Warrant or with
  the name of assignee appearing in the assignment form below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                                  And, if said number of Shares shall
  not be all the Shares purchasable under the within Warrant, a new Warrant is
  to be issued in the name of the undersigned for the remaining number of whole
  Shares purchasable thereunder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:
                        ,

  	
   

  	
   

  	
   

  	
   

  
							



 


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EXHIBIT 2


 


FORM OF
ASSIGNMENT


 


(To be executed
only upon assignment of Warrant)


 


For
value received,
                                        
hereby sells, assigns and transfers unto
                                          
the within Warrant, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint the Secretary of Power-One, Inc.
(the “Company”) attorney, to transfer said Warrant on the books of the Company,
with full power of substitution in the premises.


 


Dated:
                        ,        


 


[REGISTERED
HOLDER]


 


 


	
   

  	
  NOTE:

  	
   

  	
  The above signature
  should correspond exactly with the name on the face of the Warrant.

  



 


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