Exhibit
10.4


 


EXECUTION
COPY


 


WARRANT
AGREEMENT


 


WARRANT
AGREEMENT (“Agreement”), dated as of March 6, 2008, by and between
POWER-ONE, INC., a Delaware corporation (the “Company”) and PWER BRIDGE, LLC, a
Nevada limited liability company (“PB”), the “Initial Registered Holder,” and,
collectively, with its permitted assignees, the “Registered Holder”).


 


WHEREAS,
the Company and PB have agreed to amend and restate the terms of that certain
Loan Agreement, dated as of September 28, 2006 in order to, among other
things, extend the term of the related Note (the “Loan”); and


 


WHEREAS,
in connection with such amendment, the Company has agreed to grant to the
Registered Holder a warrant (together with any replacement or substitute
warrant hereunder, the “Warrant”) on the date hereof (the “Issue Date”) to
purchase in the aggregate for the Registered Holder 2,000,000 shares (as
adjusted pursuant to Section 6.1) of the fully paid and nonassessable
Common Stock of the Company (each such term as defined herein) (the “Shares”)
at a purchase price equal to the Warrant Exercise Price (as defined herein) and
on the terms and subject to the conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1


 


.1            Certain Definitions. 
As used in this Agreement, the following terms have the meanings
specified below:


 


“Affiliate” means, when used with respect to a
specified Person, another Person that directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with the Person specified. For purposes of the foregoing, the term “controls”
(including the correlative meanings “controlled by” or under “common
control with”) means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Close of
Business” means 5:00 p.m. in the City of New York, New York.


 


“Closing Price” of a share of Common Stock on
any Trading Day means (i) the last reported sales price, regular way, for
such Trading Day as reported on the principal national securities exchange on
which the Common Stock is listed or admitted for trading or (ii) if the
Common Stock is not listed or admitted for trading on any national securities
exchange, the last reported sales price, regular way, for such Trading Day as
reported on the National Market tier of The Nasdaq Global Market or, if the
Common Stock is not quoted on such National Market tier, the average of the
highest bid and lowest asked prices on such Trading Day as reported on The
Nasdaq Global Market, or (iii) if the Common  Stock is not listed or admitted to trading on
any 


 


 

















 


national securities exchange or The Nasdaq Global
Market, the average of the highest bid and lowest asked prices on such Trading
Day in the domestic over-the-counter market as reported by the National
Quotation Bureau Incorporated, or any similar successor organization.


 


“Common Stock”
means the common stock par value $0.001 per share, of the Company as they exist
on the date of this Agreement, any capital stock of the Company into or for
which such Common Stock may hereafter be changed, converted or exchanged, and,
where appropriate, the other securities or property (including cash) acquirable
upon exercise of a Warrant following the happening of certain events as
provided in Section 6.1 relating to fractional shares, or mergers,
consolidations or similar events contemplated herein. “


 


“Company”
means Power-One, Inc., a Delaware corporation, and any successor (by
merger, consolidation, transfer or otherwise) to all, or substantially all, of
its business and assets.


 


“Convertible Securities” means any or all
options, warrants, securities and rights which are convertible into or
exercisable or exchangeable for Common Stock at the option of the holder
thereof, or which otherwise entitle the holder thereof to subscribe for,
purchase or otherwise acquire Common Stock.


 


“Current Market Price”, on the Determination
Date for any issuance of rights or warrants or any distribution in respect of
which the Current Market Price is being calculated, shall mean the average of
the daily Closing Prices of the Common Stock for the shortest of:


 


the period of 30 consecutive Trading Days commencing
45 Trading Days before such Determination Date;


 


the period commencing on the date next succeeding the
first public announcement of the issuance of rights or warrants or the
distribution in respect of which the Current Market price is being calculated
and ending on the last full Trading Day before such Determination Date; and


 


the period, if any, commencing on the date next
succeeding the Ex- Dividend Date with respect to the next preceding issuance of
rights or warrants or distribution for which an adjustment is required by the
provisions of clause (iv) of the first sentence of Section 6.1(a), Section 6.1(b) or
Section 6.1(c), and ending on the last full Trading Day before such
Determination Date.


 


If the record date for an issuance of rights or
warrants or a distribution for which an adjustment is required by the provisions
of clause (iv) of the first sentence of Section 6.1(a), Section 6.1(b) or
Section 6.1(c) (the “preceding adjustment event”) precedes the record
date for the issuance or distribution in respect of which the Current Market
Price is being calculated and the Ex-Dividend Date for such preceding
adjustment event is on or after the Determination Date for the issuance or
distribution in respect of which the Current Market Price is being calculated,
then the Current Market Price shall be adjusted by deducting therefrom the fair
market value (on the record date for the issuance or distribution in respect of
which the Current Market Price is 


 


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being calculated), as determined in good faith by the
Board of Directors, of the capital stock, rights, warrants, assets or evidences
of indebtedness issued or distributed in respect of each share of Common Stock
in such preceding adjustment event. 
Further, in the event that the Ex-Dividend Date (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which clauses (i), (ii), (iii) or (v) of the
first sentence of Section 6.1(a) applies occurs during the period
applicable for calculating the Current Market Price, then the Current Market
Price shall be calculated for such period in a manner determined in good faith
by the Board of Directors to reflect the impact of such dividend, subdivision,
combination or reclassification on the Closing Prices of the Common Stock
during such period.


 


“Determination Date” for any issuance of rights
or warrants or any distribution to which Section 6.1(b) or Section 6.1(c) applies
shall mean the earlier of (i) the record date for the determination of
stockholders entitled to receive the rights or warrants or the distribution to
which such Section applies and (ii) the Ex-Dividend Date for such
right, warrants or distribution.


 


“Ex-Dividend Date” shall mean the date on which
“ex-dividend” trading commences for a dividend, an issuance of rights or
warrants or a distribution to which any of Section 6.1(a), Section 6.1(b) or
Section 6.1(c) applies in the over-the-counter market or on the
principal exchange on which the Common Stock is then quoted or listed.


 


“Exercise Date” means, in connection with any
exercise of a Warrant, the date as of which all of the requirements of the
first sentence of Section 3.2(a), as modified by the provisions of Section 3.2(b),
have first been satisfied with respect to such Warrant exercise.


 


“HSR Act and
Rules” means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and the rules and regulations thereunder.


 


“Person” means any individual, firm,
corporation, partnership, limited liability company, trust, joint venture,
governmental agency or authority or other entity and shall include any
successor (by merger or otherwise) of such entity.


 


“SEC” means the Securities and Exchange
Commission and any successor to the functions of the Securities and Exchange
Commission.


 


“Trading Day” means a day on which the
principal national securities exchange on which the Common Stock is listed or
admitted to trading, or The Nasdaq Global Market, as applicable, if the Common
Stock is not listed or admitted to trading on any national securities exchange,
is open for the transaction of business (unless such trading shall have been
suspended for the entire day) or, if the Common Stock is not listed or admitted
to trading on any national securities exchange or The Nasdaq Global Market, any
Business Day.


 


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.2             Additional Definitions.


 


	
  Agreement

  	
   

  	
  Preamble

  
	
  Change Event

  	
   

  	
  6.1(h)

  
	
  Company SEC Documents

  	
   

  	
  4.1(a)(v)

  
	
  Exchange Act

  	
   

  	
  4.1(a)(i)

  
	
  Exercise Period

  	
   

  	
  3.1

  
	
  Expiration Date

  	
   

  	
  3.1

  
	
  Extraordinary Cash
  Dividend

  	
   

  	
  6.1(c)

  
	
  Initial Registered
  Holder

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Preamble

  
	
  Loan

  	
   

  	
  Preamble

  
	
  Preference Shares

  	
   

  	
  4.1(a)(ii)

  
	
  Registered Holder

  	
   

  	
  4.1(a)(v)

  
	
  Remaining Warrants

  	
   

  	
  2.1(a)

  
	
  Securities Act

  	
   

  	
  4.1(a)(v)

  
	
  Shares

  	
   

  	
  4.1(a)(v)

  
	
  PB

  	
   

  	
  Preamble

  
	
  Vesting Date

  	
   

  	
  2.1(b)

  
	
  Warrant

  	
   

  	
  Preamble

  
	
  Warrant Exercise Price

  	
   

  	
  3.2(b)

  



 


.1            Terms Generally. 
The definitions in Sections 1.1 and 1.2 shall apply equally to both the
singular and plural forms of the terms defined. 
Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.  All references herein to Sections and
Exhibits shall be deemed references to Sections of, and Exhibits to, this
Agreement unless the context shall otherwise require.  Unless the context shall otherwise require,
any references to any agreement or other instrument or statute or regulation
are to it as amended and supplemented from time to time (and, in the case of a
statute or regulation, to any successor provisions).  Any reference in this Agreement to a “day” or
number of “days” (without the explicit qualification of “Business”) shall be
interpreted as a reference to a calendar day or number of calendar days.  If any action or notice is to be taken or
given on or by a particular calendar day, and such calendar day is not a
Business Day, then such action or notice shall be deferred until, or may be
taken or given on, the next Business Day. 
All references to “dollar”, “$” or any variant thereof in this Agreement
means United States dollars.


 


SECTION 2


 


.1            Issuance of Warrant; Form of Warrant.


 


(a)           On
the date hereof, the Company will issue and deliver to the Initial Registered
Holder its Warrant, which shall be in the form of Exhibit A (the “Warrant”).


 


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(b)           The
Warrant of the Registered Holder will vest and first become exercisable in
accordance with the following schedule (each such date of vesting, herein a “Vesting
Date”):


 


i.                Warrants for 500,000 shares will be
immediately vested and exercisable and during the Exercise Period, will not be
subject to relinquishment or termination upon repayment of the Loan or any
other subsequent event;


 


ii.             In the event the Loan has not been paid
in full by the Close of Business on September 30, 2008, Warrants for an
additional 750,000 shares will become vested and exercisable immediately after
the Close of Business on such date and during the Exercise Period, will not be
subject to relinquishment or termination upon repayment of the Loan or any
other subsequent event; and


 


iii.          In the event the Loan has not been paid
in full by the Close of Business on March 31, 2009, Warrants for an
additional 750,000 shares will become vested and exercisable immediately after
the Close of Business on such date and during the Exercise Period, will not be
subject to relinquishment or termination upon repayment of the Loan or any
other subsequent event.


 


For the avoidance of
doubt, and solely as an example, to the extent the Loan is paid in full after September 30,
2008 but on or before the Close of Business on March 30, 2009, Warrants
for a total of 1,250,000 shares (consisting of Warrants for the original
500,000 shares plus 750,000 shares that vest on September 30, 2008) shall
be vested and remain outstanding and shall be exercisable in accordance with
the terms of this Agreement, until the Close of Business on the Expiration
Date.


 


Notwithstanding anything
to the contrary contained herein, upon the occurrence of a Change Event, if
any, the Warrants shall immediately vest and during the Exercise Period, will
not be subject to relinquishment or termination upon repayment of the Loan or
any other subsequent event.


 


(c)           The
Warrant shall be executed on behalf of the Company by the manual or facsimile
signature of the President or other authorized officer of the Company, under
its corporate seal, affixed or in facsimile, attested by the manual or
facsimile signature of the Secretary or an Assistant Secretary of the Company.


 


SECTION 3


 


.1            Exercise Period. 
Vested Warrants shall be exercisable, in whole or in part, at any time
and from time to time, during the period beginning on the respective Vesting
Dates and ending, at the Close of Business on the fifth (5th)
anniversary of the Issue Date (or, if such day is not a Business Day, the
immediately succeeding Business Day) (such period, an “Exercise Period” and the
date on which the Exercise Period expires, the “Expiration Date”).


 


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.2            Method of Exercise; Payment; Issuance of
New Warrant.


 


(a)           Any
vested Warrant may be exercised by the Registered Holder, in whole or in part,
by the surrender of the Warrant (with the notice of exercise in the form of Exhibit 1
thereto duly executed) at the principal office of the Company and by the
payment to the Company of an amount, in cash (by wire transfer, certified or
bank cashier’s check), equal to the Warrant Exercise Price multiplied by the
number of Shares then being purchased. Subject to Section 7.5, within ten (10) days
after the Exercise Date, the Company shall cause to be issued and delivered to
or upon the written order of the Registered Holder, and in such name or names
as the Registered Holder may designate, a certificate for the Shares so
purchased and, unless such Warrant has been fully exercised or has expired, a
new Warrant representing the portion of the Shares, if any, with respect to
which such Warrant shall not then have been exercised.  Such certificates shall be deemed to have
been issued and any Person so designated to be named therein shall be deemed to
have become the holder of record of such Shares, and shall possess all rights
of a stockholder with respect to such Shares, as of the Exercise Date.


 


(b)           In lieu of payment of the Warrant Exercise Price by cash  (by wire transfer, certified or bank cashier’s
check), the Registered Holder may elect to exchange all or some of the vested
Warrant for shares of Common Stock equal to the value of the amount of the
Warrant being exchanged on the date of exchange.  If the Registered Holder elects to exchange
this Warrant as provided in this Section 3.2(b),
the Registered Holder will tender to the Company the vested Warrant for the
amount being exchanged, along with written notice of the Registered Holder’s
election to exchange some or all of the vested Warrant, and the Company will
issue to the Registered Holder the number of shares of the Common Stock
computed using the following formula:


 


X = Y (A-B)


A


 


Where X = the number of shares of Common Stock to be issued to the
Registered Holder;


 


Y = the number of shares of Common Stock purchasable
under the amount of the Warrant being exchanged (as adjusted to the date of
such calculation);


 


A = the Current Market Price of one share of the
Common Stock; and


 


B = Warrant Exercise Price (as adjusted to the date of
such calculation).


 


All references herein to an “exercise” of the Warrant will include an
exchange pursuant to this Section 3.2(b)


 


(c)           The
initial exercise price of the Warrant (as the same may be adjusted from time to
time pursuant to Section 6.1, the “Warrant Exercise Price”) with respect
to each share of Common Stock shall be equal to $2.50.


 


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SECTION 4


 


.1            Representations and Warranties of the Company; Certain
Covenants.


 


(a)           The
Company represents and warrants to the Registered Holder that:


 


Organization and Standing. 
The Company (x) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization and
is duly qualified or licensed to do business and in good standing in each
jurisdiction in which the failure to be so qualified or licensed and in good
standing (individually or in the aggregate) would have a material adverse
effect on the Company, and (y) has all requisite corporate power and
authority necessary to enable it to carry on its business as now conducted, to
enter into this Agreement, to issue the Warrant and to carry out the
transactions contemplated hereby and thereby. 
True and accurate copies of the Company’s Amended and Restated
Certificate of Incorporation and Bylaws, each as amended and as currently in
effect, have been made available to the Initial Registered Holder through the
Company’s filings with the SEC pursuant to the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) prior to December 31, 2007, and such
documents constitute all of the constitutive or governing documents of the
Company.


 


Authorization. 
All corporate action on the part of the Company and its officers,
directors and shareholders necessary for the authorization, execution and
delivery of, and the performance of  all
obligations of the Company under, this Agreement and, upon issuance in
accordance with the terms of this Agreement, the Warrant, and for the
authorization, issuance and delivery of the Warrant and of the Shares issuable
upon exercise of the Warrant has been taken. 
This Agreement has been duly executed and delivered by the Company, and
this Agreement constitutes, and the Warrant when issued and delivered in
accordance with the terms of this Agreement shall constitute, the legal, valid
and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, subject to:  (x) judicial principles respecting
election of remedies or limiting the availability of specific performance,
injunctive relief and other equitable remedies; and (y) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect generally relating to or affecting creditors’ rights.


 


No Conflicts. 
The execution and delivery by the Company of this Agreement and the
Warrant and the performance by the Company of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby do not and  will not conflict
with, result in any violation of or default (with or without notice or lapse of
time or both) under, give rise to a right of termination, cancellation or
acceleration or any material obligation or to the loss of any material benefit
under or result in or require the creation, imposition or extension of any
lien, security interest, restriction or other encumbrance upon any of the
Company’s properties or assets (other than those imposed under this Agreement
or the Warrant) under (i) any oral or written contract, indenture,
mortgage, lease, deed, commitment, agreement, arrangement or legally binding
understanding or instrument, (ii) any provision of its 


 


7

















 


constitutive or governing
documents or (iii) any law, statute, ordinance, rule, regulation,
judgment, order, decree or arbitral award, except for any such conflicts,
violations, defaults, rights, obligations or losses that, individually or in
the aggregate, would not have a material adverse effect on the Company or its
ability to consummate the transactions contemplated under this Agreement or the
Warrant.


 


(b)           Reservation
of Shares; Stock Fully Paid; Validity of Stock and Warrant.  The Shares, when issued upon exercise of the
Warrant, shall be duly authorized, validly issued, fully paid, nonassessable,
and free from all taxes (other than income taxes with respect to dividends or
distributions thereon and taxes arising from the disposition thereof), liens,
charges, security interests, restrictions and other encumbrances (except
restrictions set forth in this Agreement or otherwise imposed under applicable
securities laws).  The Company will at
all times during the Exercise Period 
reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Common Stock, or its authorized and
issued Common Stock held in treasury, for the purpose of enabling it to satisfy
any obligation to issue Shares upon exercise of Warrant, the full number of
Shares deliverable upon the exercise of the outstanding Warrant.  Before taking any action which would cause an
adjustment pursuant to Section 6 reducing the Warrant Exercise Price below
the then par value (if any) of the Shares issuable upon exercise of the
Warrant, the Company will take any corporate action that may, in the opinion of
its counsel (which may be counsel employed by the Company), be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Shares at the Warrant Exercise Price as so adjusted.


 


(c)           Taxes.  The Company shall pay any and all issue,
documentary stamp or other taxes (other than applicable income taxes) that may
be payable in respect of any issuance or delivery of Shares.  The Company shall not, however, be required
to pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of Shares in a name other than that of a Registered
Holder, and no such issuance or delivery shall be made unless and until the
Person to which issuance and delivery is to be made has paid to the Company the
amount of any such tax, or has established, to the satisfaction of the Company,
that such tax has been paid.


 


(d)           Registration Rights Agreement.  [On the date hereof,] the Borrower shall
deliver a Registration Rights Agreement to the Initial Registered Holder, in a
form reasonably satisfactory to the Initial Registered Holder, which shall
provide for the filing with the SEC and continued effectiveness of a
registration statement on Form S-3 to provide for the sale, from time to
time, by the Registered Holder of the Shares into which any of the Warrants
have been exercised.


 


SECTION 5


 


.1            Representations and Warranties of the
Registered Holder.  The Initial Registered Holder hereby makes
the following representations and warranties for the benefit of the Company:


 


(a)           Authorization.  All corporate action on the part of the
Initial Registered Holder that is necessary for the execution, delivery and
performance by the Initial Registered 


 


8

















 


Holder of its obligations
under this Agreement has been taken. 
This Agreement has been duly executed and delivered by the Initial
Registered Holder, and this Agreement constitutes the legal, valid and binding
obligation of the Initial Registered Holder, enforceable against it in
accordance with its terms, subject to:  (i) judicial
principles respecting election of remedies or limiting the availability of
specific performance, injunctive relief and other equitable remedies; and (ii) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect generally relating to or affecting creditors’ rights.


 


(b)           Restrictions
under Securities Laws.   The Initial
Registered Holder is an “accredited investor” within the meaning of Regulation
D promulgated under the Securities Act. 
The Warrant and, if exercised, the Shares are being acquired by the
Initial Registered Holder for its own account for investment and not with a
view to the public distribution or resale thereof.  The Initial Registered Holder understands
that the Warrant and Shares have not been registered under the Securities Act
or any state securities or blue sky laws, by reason of their issuance in a
transaction exempt from the registration requirements thereunder and may not be
resold unless the subsequent disposition thereof is registered thereunder or is
exempt from registration thereunder.


 


SECTION 6


 


.1            Adjustment of Warrant Exercise Price and
Number of Shares Purchasable.  The Warrant
Exercise Price of the Warrant and the number of Shares purchasable upon the
exercise of the Warrant are subject to adjustment from time to time as set
forth in this Section 6.1.


 


(a)           In
case the Company shall at any time after the date of this Agreement: (i) pay
a dividend to all the holders of the Common Stock in shares of Common Stock, (ii) subdivide
the outstanding shares of Common Stock into a greater number of shares,  (iii) combine the outstanding shares of
Common Stock into a smaller number of shares, (iv) pay a dividend to all
the holders of the Common Stock in shares of its capital stock (other than
Common Stock), or (v) issue any shares of its capital stock by
reclassification of the shares of Common Stock (other than any reclassification
by way of merger or binding share exchange that is subject to Section 6.1(h)),
the Warrant Exercise Price, and the number and kind of Shares receivable upon
exercise, in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the holder of the Warrant exercised after such
time shall be entitled to receive the aggregate number and kind of Shares
which, if such Warrant had been exercised immediately prior to such time, he
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination or reclassification.  Such adjustment shall be made successively
whenever any event listed above shall occur. 
Subject to Section 6.1(f), for a dividend or distribution, the
adjustment shall become effective immediately after the record date for the
dividend or distribution, and for a subdivision, combination or
reclassification, the adjustment shall become effective immediately after the
effective date of the subdivision, combination or reclassification.


 


(b)           In
case the Company shall issue rights or warrants to all holders of Common Stock
entitling them (for a period expiring within 45 days after the record date for
the 


 


9

















 


determination of
stockholders entitled to receive such rights or warrants) to subscribe for or
purchase shares of Common Stock (or Convertible Securities) at a price per
share (or having a conversion price per share, after adding thereto an
allocable portion of the exercise price of the right or warrant to purchase
such Convertible Securities, computed on the basis of the maximum number of
shares of Common Stock issuable upon conversion of such Convertible Securities)
less than the Current Market Price per share on the Determination Date, the
Warrant Exercise Price shall be adjusted by multiplying the Warrant Exercise
Price in effect immediately prior to such record date by a fraction, of which
the numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of the
total number of shares of Common Stock so offered (or the aggregate initial
conversion price of the Convertible Securities so offered, after adding thereto
the aggregate exercise price of the rights or warrants to purchase such
Convertible Securities) to holders of Common Stock (and to holders of
Convertible Securities referred to in the following paragraph if the
distribution to which this Section 6.1(b) applies is also being made
to such holders) would purchase at such Current Market Price, and of which the
denominator shall be the number of shares of Common Stock outstanding on such
record date plus the number of additional shares of Common Stock so offered for
subscription or purchase (or into which the Convertible Securities so offered
are initially convertible).  The
adjustment contemplated by this Section 6.1(b) shall be made
successively whenever any such rights or warrants are issued and shall become
effective immediately after the Close of Business on such record date; however,
to the extent that shares of Common Stock (or Convertible Securities) have not
been issued when such rights or warrants expire (or, in the case of rights or
warrants to purchase Convertible Securities which have been exercised, if all
of the shares of Common Stock issuable upon conversion of such Convertible
Securities have not been issued prior to the expiration of the conversion right
thereof), the Warrant Exercise Price shall be readjusted (but only with respect
to Warrant exercised after such expiration) to the Warrant Exercise Price which
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of delivery of only the number of
shares (or Convertible Securities) actually issued upon the exercise of such
rights or warrants (or the conversion of such Convertible Securities).


 


For purposes of this Section 6.1(b) the
number of shares of Common Stock outstanding on any record date shall be deemed
to include the maximum number of shares of Common Stock the issuance of which
would be necessary to effect the full exercise, exchange or conversion of all
Convertible Securities outstanding on such record date which are then
exercisable, exchangeable or convertible at a price (before giving effect to
any adjustment to such price for the distribution to which this Section 6.1(b) is
being applied) equal to or less than the Current Market Price per share of
Common Stock on the applicable Determination Date, if all of such Convertible
Securities were deemed to have been exercised, exchanged or converted
immediately prior to the opening of business on such record date.  In case any subscription price may be paid in
a consideration part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined by the Board of Directors of
the Company.  Shares of Common Stock
owned by or held for the account of the Company or any majority owned
subsidiary shall not be deemed outstanding for the purpose of any computation
under this Section 6.1(b).


 


10






 












 


(c)           In
case the Company shall distribute to all holders of Common Stock evidences of
its indebtedness or assets or subscription rights or warrants (excluding (x) dividends
or distributions referred to in Section 6.1(a) and distributions of
rights or warrants referred to in Section 6.1(b) and (y) cash
dividends or other cash distributions, unless such cash dividends or cash
distributions are Extraordinary Cash Dividends), the Warrant Exercise Price
shall be adjusted by multiplying the Warrant Exercise Price in effect
immediately prior to the record date for the determination of stockholders
entitled to receive such distribution by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding on such record date
multiplied by the Current Market Price on the Determination Date, less the fair
market value (as determined by the Board of Directors of the Company) on such
record date of the evidences of indebtedness, assets, subscription rights or
warrants to be distributed to the holders of Common Stock (and to the holders
of Convertible Securities referred to below if the distribution to which this Section 6.1(c) applies
is also being made to such holders), and of which the denominator shall be the
number of shares of Common Stock outstanding on such record date multiplied by
such Current Market Price.  For purposes
of this Section 6.1(c), the number of shares of Common Stock outstanding
on any record date shall be deemed to include the maximum number of shares of
Common Stock the issuance of which would be necessary to effect the full
exercise, exchange or conversion of all Convertible Securities outstanding on
such record date which are then exercisable, exchangeable or convertible at a
price (before giving effect to any adjustment to such price for the
distribution to which this Section 6.1(c) is being applied) equal to
or less than the Current Market Price per share of Common Stock on the
applicable Determination Date, if all of such Convertible Securities were
deemed to have been exercised, exchanged or converted immediately prior to the
opening of business on such record date.


 


For purposes of this Section 6.1(c), the term “Extraordinary
Cash Dividend” shall mean any cash dividend with respect to the Common Stock
the amount of which, together with the aggregate amount of cash dividends on
the Common Stock to be aggregated with such cash dividend in accordance with
the following provisions of this paragraph, equals or exceeds the threshold
percentage set forth below in the following sentence.  If, upon the date prior to the Ex-Dividend
Date with respect to a cash dividend on Common Stock, the aggregate of the
amount of such cash dividend together with the amounts of all cash dividends on
the Common Stock with Ex-Dividend Dates occurring in the 365 consecutive day
period ending on the date prior to the Ex-Dividend Date with respect to the
cash dividend to which this provision is being applied (other than any such
other cash dividends with Ex-Dividend Dates occurring in such period for which
a prior adjustment to the Warrant Exercise Price was previously made under this
Section 6.1(c)) equals or exceeds on a per share basis 50% of the average
of the Closing Prices during the period beginning on the date after the first
such Ex-Dividend Date in such period and ending on the date prior to the
Ex-Dividend Date with respect to the cash dividend to which this provision is
being applied (except that if no other cash dividend has had an Ex-Dividend
Date occurring in such period, the period for calculating the average of the
Closing Prices shall be the period commencing 365 days prior to the date
immediately prior to the Ex-Dividend Date with respect to the cash dividend to
which this provision is being applied), such cash dividend together with each
other cash dividend with an Ex-Dividend Date occurring in such 365-day period
that is aggregated with such cash dividend in accordance with this paragraph
shall be deemed to be an Extraordinary Cash Dividend.


 


11

















 


The adjustment pursuant to the foregoing provisions of
this Section 6.1(c) shall be made successively whenever any
distribution to which this Section 6.1(c) applies is made, and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive the distribution.  Shares of Common Stock owned by or held for
the account of the Company or any majority owned subsidiary shall not be deemed
outstanding for the purposes of any such adjustment.


 


(d)           In
the event that this Section 6.1 requires adjustments to the Warrant
Exercise Price and number of Shares purchasable under more than one of clause (iv) of
the first sentence of Section 6.1(a), Section 6.1(b) or Section 6.1(c),
and the record dates for the distribution giving rise to such adjustments shall
occur on the same date, then such adjustments shall be made by applying, first,
the provisions of Section 6.1(a), second the provisions of Section 6.1(c) and,
third, the provisions of Section 6.1(b).


 


(e)           No adjustment
in the Warrant Exercise Price shall be required if the amount of such
adjustment shall be less than 25 cents per Share; provided, however,
that any adjustments which by reason of this subsection (e) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations
under this Section 6.1 shall be made to the nearest cent or to the nearest
one-hundredth of a Share, as the case may be.


 


(f)            In
any case in which this Section 6.1 shall require that an adjustment in the
Warrant Exercise Price be made effective as of the record date for a specified
event, the Company may elect to defer until the occurrence of such event (x) issuing
to the holder of the Warrant exercised after such record date the Shares, if
any, issuable upon such exercise over and above the Shares, if any, issuable
upon such exercise on the basis of the Warrant Exercise Price in effect prior
to such adjustment and (y) paying to such holder cash or its check in lieu
of any fractional interest to which such holder would be entitled pursuant to Section 6.2;
provided, however, that the Company shall deliver to such holder
a due bill or other appropriate instrument evidencing such holder’s right to
receive such additional Shares and such cash upon the occurrence of the event
requiring such adjustment.


 


(g)           Upon
each adjustment of the Warrant Exercise Price as a result of the calculations
made in subsections (a), (b), (c) or (i) of this Section 6.1,
each Warrant outstanding prior to the making of the adjustment in the Warrant
Exercise Price shall thereafter evidence the right to purchase, at the adjusted
Warrant Exercise Price, that number of Shares (calculated to the nearest
hundredth) obtained by (A) multiplying the number of Shares purchasable
upon exercise of a Warrant prior to adjustment of the number of Shares by the
Warrant Exercise Price in effect prior to adjustment of the Warrant Exercise
Price and (B) dividing the product so obtained by the Warrant Exercise
Price in effect after such adjustment of the Warrant Exercise Price.


 


(h)           If
the Company consolidates with or merges into, or transfers (other than by
mortgage or pledge) its properties and assets substantially as an entirety to,
another Person or the Company is a party to a merger or binding share exchange
which reclassifies or changes its outstanding Common Stock (any such event a “Change
Event”), the Company (or its successor in such transaction) or the
transferee  of such properties and assets
shall make appropriate provision 


 


12

















 


so that the Warrant then
outstanding shall thereafter be exercisable, upon the terms and conditions
specified in this Agreement, for the kind and amount of securities, cash or
other assets receivable upon such transaction by a holder of the number of
Shares purchasable upon exercise of such Warrant immediately before the
effective date of such transaction (assuming, to the extent applicable, that
such holder failed to exercise any rights of election with respect thereto, and
received per Share the kind and amount of securities, cash or other assets
received per share of Common Stock by a plurality of the nonelecting shares of
Common Stock); and in any such case, if necessary, the provisions set forth in
this Section 6.1 with respect to the rights and interests thereafter of
the holders of the Warrant shall be appropriately adjusted so as to be
applicable, as nearly as may reasonably be, to any such other securities or
assets thereafter deliverable on the exercise of the Warrant.  The subdivision or combination of the Common
Stock at any time outstanding into a greater or lesser number of shares of
Common Stock shall not be deemed to be a reclassification of the Common Stock
for the purposes of this subsection.  The
Company shall not effect any such consolidation, merger, transfer or binding
share exchange unless prior to or simultaneously with the consummation thereof
the successor (if other than the Company) resulting from such consolidation or
merger or the Person purchasing such assets or other appropriate Person shall
assume, by written instrument, the obligation to deliver to the holder of the
Warrant such securities, cash or other assets as, in accordance with the
foregoing provisions, such holders may be entitled to purchase and the other
obligations under this Agreement.


 


(i)            The
Company may make such reductions in the Warrant Exercise Price, in addition to
those required by subsections (a), (b) and (c) of this Section 6.1,
as it shall in its sole discretion determine to be advisable.


 


.2            Fractional Shares. 
If the number of Shares purchasable upon the exercise of the Warrant is
adjusted pursuant to of Section 6.1(g), the Company shall nonetheless not
be required to issue fractions of Shares upon exercise of the Warrant or to
distribute share certificates which evidence fractional Shares.  In lieu of fractional Shares, there shall be
paid to the Registered Holder at the time the Warrant is exercised as herein
provided an amount in cash equal to the same fraction of the current market
value of a Share.  For purposes of this Section 6.2,
the current market value of a Share shall be the Closing Price of a Share for
the Trading Day immediately prior to the date of such exercise.


 


.3            Notices to Warrantholder.


 


(a)           Upon
any adjustment of the Warrant Exercise Price pursuant to Section 6.1, the
Company within 20 days thereafter shall cause to be given to the Registered
Holder written notice of such adjustment setting forth the Warrant Exercise
Price after such adjustment and setting forth in reasonable detail the method
of calculation and the facts upon which such calculations are based and setting
forth the number of Shares (or portion thereof) purchasable upon exercise of a
Warrant after such adjustment in the Warrant Exercise Price.  Where appropriate, such notice may be given
in advance and included as a part of the notice required to be mailed under the
provisions of Section 6.3(b).


 


13

















 


(b)           In case:


 


the Company shall
authorize the issuance to all holders of Common Stock of rights or warrants to
subscribe for or purchase shares of Common Stock or of any other subscription
rights or warrants; or


 


the Company shall
authorize the distribution to all holders of Common Stock of evidences of its
indebtedness or assets (other than dividends payable in Common Stock); or


 


of any consolidation,
merger or binding share exchange to which the Company is a party and for which
approval of any shareholders of the Company is required, or of the conveyance
or transfer of the properties and assets of the Company as, or substantially
as, an entirety, or of any reclassification or change of outstanding Shares
issuable upon exercise of the Warrant (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination); or


 


of the voluntary or
involuntary dissolution, liquidation or winding up of the Company; or


 


the Company proposes to
take any action (other than actions of the character described in Section 6.1(a),
except as required under (iii) above) which would require an adjustment of
the Warrant Exercise Price pursuant to Section 6.1;


 


then the Company shall cause to be given to the
Registered Holder at least 20 days (or 10 days in any case specified in clauses
(i) or (ii) above) prior to the applicable record or effective date
hereinafter specified, a written notice stating (x) the date as of which
the holders of record of Common Stock to be entitled to receive any such
rights, warrants or distribution are to be determined, or (y) the date on
which any such consolidation, merger, binding share exchange, conveyance,
transfer, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of record of
Common Stock shall be entitled to exchange their shares of Common Stock for
securities or other property, if any, deliverable upon such reclassification,
consolidation, merger, binding share exchange, conveyance, transfer,
dissolution, liquidation or winding up. 
The failure to give the notice required by this Section 6.3(b) or
any defect therein shall not affect the legality or validity of any
distribution, right, warrant, consolidation, merger, binding share exchange,
conveyance, transfer, dissolution, liquidation or winding up, or the vote upon
any such action.


 


SECTION 7


 


.1            Loss or Mutilation. Upon receipt by the Company of evidence
reasonably satisfactory to it of the ownership, and the loss, theft,
destruction or mutilation, of a certificate representing a Warrant, and of
indemnity reasonably satisfactory to it, and (in the case of mutilation) upon
surrender and cancellation of such Warrant, the Company will execute and
deliver in lieu thereof a new certificate representing such Warrant of like
tenor.


 


14

















 


.2            No Rights or Liabilities as Stockholder. Nothing contained in this Agreement or
in the Warrant shall be construed as conferring upon the holders thereof the
right to vote or to consent or to receive notice as shareholders in respect of
the meetings of shareholders for the election of directors of the Company or
any other matter or any rights whatsoever as shareholders of the Company.


 


.3            Governmental Approvals; Regulatory
Compliance; Standstill Period.


 


(a)           The
Company shall from time to time take all action that may be necessary to obtain
and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and filings under federal and state laws or with any
securities exchange or association on which the Common Stock is listed, which
may be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant, the exercise of the Warrant and the issuance, sale,
transfer and delivery of the Shares issued upon exercise of the Warrant; provided,
however, the foregoing shall not be construed to impose upon the Company
any obligation to register the issuance to or resale by the Registered Holder
of the Shares under the Securities Act or any state securities laws.


 


(b)           Without
limiting the generality of the foregoing, in the event that the Company or the
Registered Holder reasonably believes that the exercise of a Warrant and
issuance of Shares acquirable upon such exercise requires prior compliance with
the HSR Act and Rules, then any such exercise shall be contingent upon such
prior compliance and shall, subject to effecting such compliance, be effective
as of the Exercise Date.  In the event
that compliance with the HSR Act and Rules with respect to a Warrant
exercise is effected after the Expiration Date, such expiration of the Warrant
shall not affect the Registered Holder’s right to exercise in accordance with a
notice of exercise delivered to the Company in compliance with Section 3.2
prior to such Expiration Date.  To effect
such compliance, the Company and the Registered Holder will, promptly following
receipt by the Company of such Registered Holder’s notice of exercise or other
written request, use their respective commercially reasonable efforts to make
all filings necessary to cause the expiration or termination of any applicable
waiting period under the HSR Act and Rules. 
Each of the Company and the Registered Holder shall bear and pay the
costs or expenses that it incurs in complying with this Section 7.3,
except that the Registered Holder shall pay any fee payable to the Federal
Trade Commission or the Department of Justice (or any other governmental body
then having jurisdiction with respect to the HSR Act and Rules) in connection
with the filing of any reports under the HSR Act and Rules.


 


.4            Mechanics and Effects of Transfer. 
An assignment, conveyance or other transfer of the Warrant or the rights
hereunder shall be made on the books of the Company maintained for such purpose
at the principal office of the Company upon surrender of any the Warrant
together with a properly completed assignment in the form of Exhibit 2 to
the form of Warrant attached hereto duly executed by the Registered
Holder.  Upon any such registration of
transfer, a new Warrant shall be issued to the transferee and the surrendered
Warrant shall be canceled. 
Notwithstanding the foregoing, the Warrant and the rights under this
Agreement may not be assigned, conveyed or transferred unless (i) such
assignment, conveyance or transfer complies with all applicable securities laws
and the provisions of this Agreement, including Section 7.5, 


 


15

















 


and (ii) the
transferee agrees in writing to be bound by the terms of this Agreement,
including  the restrictions set forth in Section 7.5.


 


.5            Legends; Notations.


 


(a)           The
certificates evidencing the Warrant and the Shares shall be imprinted with
conspicuously noted legends substantially in the form of the legends set forth
on the form of Warrant annexed as Exhibit A and any legend required by any
applicable state securities law.


 


(b)           The
Company shall make a notation on its stock books regarding the restrictions on
transfer of the Warrant and Shares required by applicable securities and other
laws and imposed pursuant to this Agreement and will transfer securities on the
books of the Company only to the extent not inconsistent therewith. Without
limiting the generality of the foregoing, the Company shall refuse to register
any transfer of the Warrant or Shares not made in accordance with the
registration requirements of the Securities Act or pursuant to an applicable
exemption from registration under the Securities Act.


 


SECTION 8


 


.1            Notices.  Any notice
required or permitted under this Agreement shall be in writing and shall be
delivered by hand or overnight courier service or by certified or registered
mail, postage prepaid, return receipt requested, or by telecopier (answer back
received), to the applicable party at its address set forth below (or to such
other address or attention of such other Person as any party shall advise the
other parties in writing).  Notice shall
be deemed given upon actual receipt thereof.


 




	
  To the Company:

  	
   

  	
  Power-One, Inc.

  
	
   

  	
   

  	
  740 Calle Plano

  
	
   

  	
   

  	
  Camarillo, California
  93012-8583

  
	
   

  	
   

  	
  Telecopier No.:
  805-383-5898

  
	
   

  	
   

  	
  Attention: Randy
  Holliday, General Counsel

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  O’Melveny &
  Myers LLP

  
	
   

  	
   

  	
  1999 Avenue of the
  Stars

  
	
   

  	
   

  	
  Los Angeles, California
  90067

  
	
   

  	
   

  	
  Telecopier No.: (310)
  246-6779

  
	
   

  	
   

  	
  Attention: David J.
  Johnson, Jr.

  
	
   

  	
   

  	
   

  
	
  To PB:

  	
   

  	
  PWER Bridge, LLC

  
	
   

  	
   

  	
  c/o Stephens Inc.

  
	
   

  	
   

  	
  111 Center Street

  
	
   

  	
   

  	
  Little Rock, AR 72201

  
	
   

  	
   

  	
  Telecopier No:
  501-377-2677

  
	
   

  	
   

  	
  Attention: Bill
  Keisler, Associate General Counsel

  






 


16

















 




	
  With a copy to:

  	
   

  	
  Lionel
  Sawyer & Collins

  
	
   

  	
   

  	
  300 South Fourth
  Street, Suite 1700

  
	
   

  	
   

  	
  Las Vegas, Nevada 89101

  
	
   

  	
   

  	
  Telecopier No:
  702-383-8845

  
	
   

  	
   

  	
  Attention: Matthew
  Watson

  






 


.2            Severability. 
If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, that provision will be
enforced to the maximum extent permissible so as to effect the intent of the
parties, and the validity, legality and enforceability of the remaining
provisions shall in no way be affected, impaired or invalidated.


 


.3            Headings. The headings set forth in this Agreement are for
convenience of reference only and shall not be deemed to constitute a part
hereof.


 


.4            Governing Law. 
This Agreement and the Warrant shall be construed and enforced in
accordance with, and governed by, the internal laws of the State of Delaware,
notwithstanding any otherwise applicable conflicts of laws principles.


 


.5            Successors and Assigns; No Third Party Beneficiaries. 
This Agreement and the rights and obligations set forth herein shall
inure to, and shall be binding upon, the Company and the Registered Holder and
each of their respective successors and permitted assigns.  Nothing in this Agreement, express or
implied, is intended to confer upon any third party any rights, remedies,
obligations or liabilities under, or by reason of, this Agreement, except as
expressly provided in this Agreement.


 


.6            Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall be an original and all of which together shall constitute one and
the same agreement.


 


17

















 


IN
WITNESS WHEREOF, the Company and the Registered Holder have executed this Agreement
as of March 6, 2008.


 


	
   

  	
  POWER-ONE, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. HOLLIDAY

  
	
   

  	
   

  	
  Name:

  	
  Randall H. Holliday

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PWER BRIDGE, LLC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  WILLIAM B. KEISLER

  
	
   

  	
   

  	
  Name:

  	
  William B. Keisler

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Representative

  



 


18

















 


EXHIBIT A


 


(FORM OF
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


 


19

















 


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.


 


20

















 


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.


 


21

















 


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:

  	
   

  	
   

  



 


22