Exhibit
4.3

     

    
      THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS
EFFECTIVE UNDER THE SECURITIES ACT OR (II) THE TRANSACTION IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND, IF THE ISSUER REQUESTS, AN OPINION
SATISFACTORY TO THE ISSUER TO SUCH EFFECT  HAS BEEN RENDERED BY
COUNSEL.

      


      


      WARRANT
TO PURCHASE

      


      SHARES OF
COMMON STOCK

      


      OF

      


      OCZ
TECHNOLOGY GROUP, INC.

      


      


      


      
        	
                Warrant No.:
      ______

              	
                Number of Shares:
      _____

              


      

      Date of
Issuance:  March 23, 2010

      


      


      FOR VALUE
RECEIVED, subject to the provisions hereinafter set forth, the undersigned, OCZ
Technology Group, Inc., a Delaware corporation (together with its successors and
assigns, the “Issuer”),
hereby certifies that _________ or its registered assigns is entitled to
subscribe for and purchase, during the Term (as hereinafter defined), up to
__________ shares of the duly authorized, validly issued, fully paid and
non-assessable Common Stock of the Issuer, par value $0.0025 per share (the
“Common
Stock”), at an exercise price per share equal to $5.25 (the “Warrant
Price”), subject to the provisions and upon the terms and conditions
hereinafter set forth.  Capitalized terms used in this Warrant and not
otherwise defined herein shall have the respective meanings specified in Section
8 hereof.

      


      1.  Term.  The
term of this Warrant shall commence on the Date of Issuance set forth above and
shall expire at 5:00 p.m., Eastern Time, on the five (5) year anniversary of the
Date of Issuance (such period, the “Term”).

      


      2.  Method of Exercise; Payment;
Issuance of New Warrant; Transfer and Exchange.

      


      (a)  Time of
Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part at any time during the Term.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (b)  Method of
Exercise.

      


      (i)  General.  The
Holder hereof may exercise this Warrant, in whole or in part, by the surrender
of this Warrant, with the Notice of Exercise attached hereto duly executed, at
the principal office of the Issuer, and the payment to the Issuer of an amount
of consideration therefor equal to the Warrant Price multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder’s election (A) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (B) by
“cashless exercise” in accordance with Section 2(b)(ii), or (C) by a combination
of the foregoing methods of payment selected by the Holder of this
Warrant.

      


      (ii)  Cashless
Exercise.  In lieu of exercising this Warrant by payment of
cash, the Holder may exercise this Warrant by a “cashless exercise” and shall
receive the number of shares of Common Stock computed using the following
formula:

      


      X = Y - (A)(Y)

                       B

      


      
        	
                Where

              	
                X
      =

              	
                the
      number of shares of Common Stock to be issued to the
    Holder;

              


      

      


      
        	
                 
      

              	
                Y
      =

              	
                the
      number of shares of Common Stock purchasable upon exercise of all of the
      Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being
exercised;

              


      

      


      
        	
                 
      

              	
                A
      =

              	
                the
      Warrant Price; and

              


      

      


      
        	
                 
      

              	
                B
      =

              	
                the
      Per Share Market Value of one share of Common Stock on the date of
      exercise.

              


      

      


      (c)  Issuance of Stock
Certificates.  In the event of any exercise of the rights
represented by this Warrant in accordance with and subject to the terms and
conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Business Days (as
defined in the Purchase Agreement) after such exercise, and the Holder hereof
shall be deemed for all purposes to be the holder of the shares of Warrant Stock
so purchased as of the date of such exercise, and (ii) unless this Warrant
has expired, a new Warrant representing the number of shares of Warrant Stock,
if any, with respect to which this Warrant shall not then have been exercised
(less any amount thereof which shall have been canceled in payment or partial
payment of the Warrant Price as hereinabove provided) shall also be issued to
the Holder hereof at the Issuer’s expense within such time.

      


      (d)  Compliance with Securities
Laws.

      


      (i)  The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant or
the shares of Warrant Stock to be issued upon exercise hereof are being acquired
solely for the Holder’s own account and not as a nominee for any other party,
and not with a view to or in connection with a distribution, and that the Holder
will not offer, sell or otherwise dispose of this Warrant or any shares of
Warrant Stock to be issued upon exercise hereof except pursuant to an effective
registration statement, or an exemption from registration, under the Securities
Act of 1933, as amended (the “Securities
Act”) and any applicable state securities laws.

       

      
        
           

        

        
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      (ii)  Except
as provided in paragraph (iii) below, this Warrant and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following
form:

      


      THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS
EFFECTIVE UNDER THE SECURITIES ACT OR (II) THE TRANSACTION IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND, IF THE ISSUER REQUESTS, AN OPINION
SATISFACTORY TO THE ISSUER TO SUCH EFFECT HAS BEEN RENDERED BY
COUNSEL.

      


      (iii)  Notwithstanding
the foregoing, the legend requirement set forth in Section 2(d)(i) shall
terminate with respect to certificates representing shares of Warrant Stock
issued upon exercise of the Warrant immediately upon the effectiveness of a
registration statement covering the sale of the Warrant Stock; provided, that for any
exercise prior to six-months from the Date of Issuance the Holder represents to
the Issuer and its transfer agent that the sale is being made pursuant to and in
compliance with the registration statement; and provided further, that for
any exercise after six months but prior to one year from the Date of Issuance,
the Holder represents to the Issuer and its transfer agent that the sale is
being made pursuant to and in compliance with the registration statement or Rule
144 under the Securities Act.

      


      3.  Stock Fully Paid;
Covenants.

      


      (a)  Stock Fully
Paid.  The Issuer represents, warrants, covenants and agrees
that all shares of Warrant Stock which may be issued upon the exercise of this
Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
created by or through the Issuer.  The Issuer further covenants and
agrees that during the Term, the Issuer will at all times have authorized and
reserved for the purpose of the issue upon exercise of this Warrant a sufficient
number of shares of Common Stock to provide for the exercise of this
Warrant.

      


      (b)  Covenants.  The
Issuer shall not by any action including, without limitation, amending the
Issuer’s Certificate of Incorporation, as amended, or Bylaws, as amended
(collectively, the “Charter
Documents”) of the Issuer or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, including without limitation (i) permitting the par
value, if any, of its Common Stock to exceed the Warrant Price, (ii) amending or
modifying any provision of the Charter Documents in any manner that would have a
material adverse effect on the rights of the Holders of the Warrants, and
(iii) take all such action as may be reasonably necessary in order that the
Issuer may validly and legally issue fully paid and nonassessable shares of
Common Stock, free and clear of any liens, claims, encumbrances and restrictions
(other than as provided herein or under applicable securities laws) upon the
exercise of this Warrant.

       

      
        
           

        

        
          - 3
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      (c)  Loss, Theft, Destruction of
Warrants.  Upon receipt of evidence satisfactory to the Issuer
of the ownership of and the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security satisfactory to the Issuer or, in the case of any such
mutilation, upon surrender and cancellation of such Warrant, the Issuer will
make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant,
a new Warrant of like tenor and representing the right to purchase the same
number of shares of Common Stock.

      


      4. Adjustments Affecting Common
Stock.

      


      (a)  Reclassification, Splits,
Dividends, etc.

      


      (i) If
at any time or from time to time after the Date of Issuance and prior to the
exercise in full of this Warrant or the expiration of the Term, there shall be
any reclassification or change of the Common Stock issuable upon exercise of
this Warrant, the Issuer shall execute a new Warrant, providing that the Holder
of this Warrant shall have the right to exercise such new Warrant, in
substantially the form hereof, and upon such exercise to receive, in lieu of
each share of Common Stock theretofore issuable upon exercise of this Warrant,
the number and kind of shares of stock, other securities, money or property
receivable upon such reclassification or change by a holder of one share of
Common Stock.  Such new Warrant shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 4.

      


      (ii)  If
at any time or from time to time after the Date of Issuance and prior to the
exercise in full of this Warrant or the expiration of the Term, the Issuer shall
split, subdivide or combine its Common Stock, then the Warrant Price shall be
proportionately decreased in the case of a split or subdivision or increased in
the case of a combination. If at any time or from time to time after the
Date of Issuance and prior to the exercise in full of this Warrant or the
expiration of the Term, the Issuer shall pay a stock dividend or other
stock distribution with respect to the Common Stock (except any distribution
specifically provided for in this Section 4(a)), then the Warrant Price
shall be adjusted, from and after the date of determination of the shareholders
entitled to receive such dividend or distribution, to that price determined by
multiplying the Warrant Price in effect immediately prior to such date of
determination by a fraction (A) the numerator of which shall be the total number
of shares of the Common Stock outstanding immediately prior to such dividend or
distribution, and (B) the denominator of which shall be the total number of
shares of the Common Stock outstanding immediately after such dividend or
distribution.

       

      
        
           

        

        
          - 4
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      (iii) After
any adjustment of the Warrant Price pursuant to Section 4(a), the number of
shares of Warrant Stock issuable at the new Warrant Price shall be adjusted to
the number obtained by (i) multiplying the number of shares of Warrant
Stock issuable upon exercise of this Warrant immediately before such adjustment
by the Warrant Price in effect immediately before such adjustment and
(ii) dividing the product so obtained by the new Warrant
Price.

      


      (b)  Additional Issuances of
Equity Securities.  If the Issuer at any time while this
Warrant is outstanding and unexpired shall issue any Common Stock, or any
securities that are at any time convertible into or exercisable or exchangeable
for Common Stock (“Common Stock
Equivalents,” and together with the Common Stock, “Equity
Securities”), other than an Exempt Issuance at a price per share less
than the then effective Warrant Price, then upon each such issuance the Warrant
Price and only the Warrant Price shall be adjusted to that price (rounded to the
nearest cent) determined by multiplying the Warrant Price then in effect by a
fraction:

      


      (i)  the
numerator of which shall be equal to the sum of (x) the number of shares of
Outstanding Common Stock immediately prior to such issuance of such Equity
Securities plus (y) the number of shares of Common Stock which the aggregate
consideration for the total number of such Equity Securities so issued would
purchase at a price per share equal to the Warrant Price then in effect,
and

      


      (ii) the
denominator of which shall be equal to the number of shares of Outstanding
Common Stock immediately after the issuance of such Equity
Securities.

      


      (c) Form of Warrant after
Adjustments.  The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of
securities purchasable upon the exercise of this Warrant.

      


      5.  Notice of
Adjustments.  Whenever the Warrant Price shall be adjusted
pursuant to Section 4 hereof (for purposes of this Section 5, each an
“adjustment”), the Issuer shall cause its Chief Financial Officer or other
appropriate officer to prepare and execute a certificate setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Board of Directors of the Issuer (the
“Board”)
made any determination hereunder), and the Warrant Price after giving effect to
such adjustment, and shall cause copies of such certificate to be delivered to
the Holder of this Warrant promptly after each adjustment.

      


      6.  Fractional
Shares.  No fractional shares of Warrant Stock will be issued
in connection with and exercise hereof. If any fraction of a share of Common
Stock would, except for the provisions of this Section, be issuable on the
exercise hereof, the Issuer will (i) round down and issue to the Holder
only the largest whole number of shares of Common Stock to which the Holder is
otherwise entitled if the fraction of a share otherwise issuable is less than
one-half, or (2) round up and issue to the Holder one additional share of
Common Stock in addition to the largest whole number of shares of Common Stock
to which the Holder is otherwise entitled, if the fraction of a share of Common
Stock otherwise issuable is equal to or greater than one-half.  The
determination as to whether or not any fractional shares are issuable shall be
based upon the total number of shares of Common Stock for which warrants are
being exercised at any one time by the Holder hereof, not upon each warrant
being exercised.

       

      
        
           

        

        
          - 5
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      7.  Fundamental
Transaction.

      


      (a)  Prior
to the consummation of any Fundamental Transaction pursuant to which holders of
shares of Common Stock are entitled to receive securities or other assets with
respect to or in exchange for shares of Common Stock, the Issuer shall use
reasonable efforts to negotiate with the Person with which it is engaging in a
Fundamental Transaction to make appropriate provision to insure that the Holder
will thereafter have the right to receive upon an exercise of this Warrant at
any time after the consummation of the Fundamental Transaction but prior to the
Expiration Date, in lieu of the shares of the Common Stock (or other securities,
cash, assets or other property) purchasable upon the exercise of the Warrant
prior to such Fundamental Transaction, such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or
subscription rights) which the Holder would have been entitled to receive upon
the happening of such Fundamental Transaction had the Warrant been exercised
immediately prior to such Fundamental Transaction.  If holders of
Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction.

      


      (b)  In
the event the Issuer is unable after reasonable negotiation to include the
provision referred to in Section 7(a) above as part of a Fundamental
Transaction, then this Warrant shall convert at the closing of a Fundamental
Transaction into the right to receive cash in an amount equal to the Black
Scholes Value of the remaining unexercised portion of this Warrant on the date
of such Fundamental Transaction.

      


      (c)  In
the event that the Issuer is able to include the provision referred to in
Section 7(a) as part of a Fundamental Transaction, then, notwithstanding the
foregoing, at the request of the Holder delivered before the 90th day after the
closing of a Fundamental Transaction, the Issuer (or the Successor Entity) shall
purchase this Warrant from the Holder by paying to the Holder, within five
Business Days after such request (or, if later, on the effective date of the
Fundamental Transaction), cash in an amount equal to the Black Scholes Value of
the remaining unexercised portion of this Warrant on the date of such
Fundamental Transaction.

      


      8.  Certain
Definitions.  For the purposes of this Warrant, the following
terms have the following meanings:

      


      “Black Scholes
Value” means the value of this Warrant based on the Black and Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg using (i) a
price per share of Common Stock equal to the Weighted Average Price of the
Common Stock for the Trading Day immediately preceding the date of consummation
of the applicable  Fundamental Transaction, (ii) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the remaining term
of this Warrant as of the date of consummation of the applicable Fundamental
Transaction and (iii) an expected volatility equal to the greater of 100% and
the 30-day volatility obtained from the “HVT” function on Bloomberg determined
as of the Trading Day next following the public announcement of the applicable
Fundamental Transaction.

       

      
        
           

        

        
          - 6
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      “Bloomberg”
means Bloomberg Financial Markets.

      


      “Fundamental
Transaction” means that the Issuer shall, directly or indirectly, in one
or more related transactions, (i) consolidate or merge with or into (whether or
not the Issuer is the surviving corporation) another Person, or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Issuer to another Person, or (iii) allow another
Person to make a purchase, tender or exchange offer that is accepted by the
holders of more than the 50% of the outstanding shares of Common Stock (not
including any shares of Common Stock held by the Person or Persons making or
party to, or associated or affiliated with the Persons making or party to, such
purchase, tender or exchange offer), or (iv) consummate a stock purchase
agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person whereby such other Person acquires more than the 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock
held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), (v) reorganize, recapitalize or
reclassify its Common Stock, or (vi) any “person” or “group” (as these terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall
become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 50% of the aggregate ordinary voting power
represented by issued and outstanding Common Stock.

      


      “Holders”
means the Persons who from time to time own any Warrant.  The term
“Holder” means any one of the Holders.

      


      “Outstanding
Common Stock” means, at any given time, the aggregate amount of
outstanding shares of Common Stock, assuming full exercise, conversion or
exchange (as applicable) of all Equity Securities that are outstanding at such
time.

      


      “Per Share Market
Value” means on any particular date (a) the closing bid price per share
of the Common Stock on such date on any national stock exchange on which the
Common Stock is then listed, or if there is no such price on such date, then the
closing bid price on such exchange on the date nearest preceding such date, or
(b) if the Common Stock is not then listed on any national stock exchange, the
closing bid price for a share of Common Stock in the over-the-counter market, as
reported by the OTC Bulletin Board or in the Pink Sheets, LLC (or similar
organization or agency succeeding to its functions of reporting prices) at the
close of business on such date, or (c) if the Common Stock is not then reported
by the OTC Bulletin Board or the Pink Sheets, LLC (or similar organization or
agency succeeding to its functions of reporting prices), then the fair market
value of a share of Common Stock as determined by the Board in good
faith.

       

      
        
           

        

        
          - 7
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      “Permitted
Issuances” means:

      


      (1)
 Securities issued (other than for cash) in connection with a merger,
acquisition or consolidation;

      


      (2) 
Securities issued pursuant to (A) a dividend or other distribution on
outstanding Common Stock of the Issuer, (B) a subdivision of outstanding shares
of Common Stock into a greater number of shares of Common Stock, or (C) a
combination of outstanding shares of Common Stock into a smaller number of
shares of Common Stock;

      


      (3)
 Securities issued or issuable pursuant to any Issuer stock option plan,
stock purchase plan, or other equity incentive plan or agreement approved by the
Board;

      


      (4)
 Securities issued to financial institutions or lessors in connection with
commercial credit arrangements, equipment financings or similar transactions
approved by the Board;

      


      (5)
 Securities issued pursuant to a bona fide, firm underwritten public
offering of the Issuer’s securities;

      


      (6)
 Securities issued or issuable pursuant to the conversion or exercise of
convertible securities issued or outstanding on or prior to the date hereof
(including the Securities issuable pursuant to the Purchase
Agreement);

      


      (7)
 Securities issued in connection with bona fide strategic collaborations,
development agreements or licensing transactions approved by the
Board;

      


      (8)
 Securities issuable as a result of the application of similar antidilution
provisions in respect of any other Securities;

      


      (9)
 Securities issued to any placement agent and/or its designees in
connection with any offering or financing of the Issuer;

      


      (10)
 Securities issued by way of dividend or other distribution, or upon the
exercise or conversion of, any securities included in this definition of
Permitted Issuances; and

      


      (11) 
Such additional Securities that are designated in writing as included in this
definition of Permitted Issuances by Holders of at least a majority of the
shares of Warrant Stock issuable upon exercise of the Warrants at the time
outstanding.

       

      
        
           

        

        
          - 8
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      “Person”
means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other
entity and a government or any department or agency thereof.

      


      “Purchase
Agreement” means the Securities Purchase Agreement of even date herewith,
by and among the Issuer and the purchasers listed on Schedule A attached
thereto.

      


      “Successor
Entity” means the Person (or, if so elected by the Holder, the parent
entity) formed by, resulting from or surviving any Fundamental Transaction or
the Person (or, if so elected by the Holder, the parent entity) with which such
Fundamental Transaction shall have been entered into.

      


      “Trading
Day” means any day on which the Common Stock are traded on the NASDAQ
Global Market, or, if the NASDAQ Global Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or
securities market on which the Common Stock are then traded; provided that “Trading Day”
shall not include any day on which the Common Stock are scheduled to trade on
such exchange or market for less than 4.5 hours or any day that the Common Stock
are suspended from trading during the final hour of trading on such exchange or
market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at
4:00:00 p.m., New York time).

      


      “Warrants”
means the Warrants issued and sold pursuant to the Purchase Agreement or the
Exchange Agreement, including, without limitation, this Warrant, and any other
warrants of like tenor issued in substitution or exchange therefor or
herefor.

      


      “Warrant
Stock” means Common Stock issuable upon exercise of any Warrant or
Warrants or otherwise issuable pursuant to any Warrant or Warrants.

      


      “Weighted Average
Price” means, for any security as of any date, the dollar volume-weighted
average price for such security on the NASDAQ Global Market during the period
beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New
York City time, as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of
such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30:01 a.m., New York City
time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by
Bloomberg for such hours, the average of the highest closing bid price and the
lowest closing ask price of any of the market makers for such security as
reported in the “pink sheets” by Pink Sheets LLC (formerly the National
Quotation Bureau, Inc.).  If the Weighted Average Price cannot be
calculated for such security on such date on any of the foregoing bases, the
Weighted Average Price of such security on such date shall be the fair market
value as mutually determined by the Issuer and the Holder.  All such
determinations shall be appropriately adjusted for any share dividend, share
split or other similar transaction during such period.

       

      
        
           

        

        
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      9.  Amendment and
Waiver.  Any term, covenant, agreement or condition in this
Warrant may be amended, and the observance of any term waived, only with the
written consent of the Issuer and the Holders of at least a majority of the
shares of Warrant Stock issuable upon exercise of the Warrants at the time
outstanding.  Any amendment effected in accordance with this Section
will be binding upon all Holders, the Issuer and their respective successors and
assigns.

      


      10.  Governing
Law.  This Warrant will be governed by and construed and
enforced under the internal laws of the State of New York, without reference to
principles of conflict of laws or choice of laws.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

      


      11.  Notices.  Any
notices and other communications required or permitted under this Warrant shall
be in writing and delivered in the manner and deemed effective as set forth in
the Purchase Agreement.

      


      12.  Successors and
Assigns.  This Warrant and the rights evidenced hereby shall
inure to the benefit of and be binding upon the successors and assigns of the
Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holders of Warrant Stock.

      


      13.  Modification and
Severability.  If any provision of this Warrant is held to be
unenforceable under applicable law, such provision will be excluded from this
Warrant and the balance of the Warrant will be interpreted as if such provision
were so excluded and will be enforceable in accordance with its
terms.

      


      14.  Headings.  The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.

      


      
        
           

        

        
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      IN
WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year
first above written.

      


       

      
         

        
          
            	 
      	
                    OCZ
      TECHNOLOGY GROUP, INC.

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      	 
      
	 
      	 
      	
                    Name:

                  	Kerry Smith	 
      
	 
      	 
      	
                    Title:

                  	Chief Financial Officer	 
      


          

        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      
NOTICE
OF EXERCISE

      


      OCZ
TECHNOLOGY GROUP, INC.

      


      The
undersigned Holder, pursuant to the provisions of the Warrant delivered herewith
(the “Warrant”),
hereby irrevocably elects to purchase shares of Common Stock of OCZ Technology
Group, Inc.  Capitalized terms not elsewhere defined herein shall have
the meanings set forth in the Warrant.

      


      The
undersigned tenders herewith payment of the purchase price for such shares in
full, together with all applicable transfer taxes, if any, by (check applicable
method):

      


      
        	
                 
      

              	
                ____  a.

              	
                tendering
      cash payment of the Warrant Price per share required under the
      Warrant;

              


      

      


      
        	
                 
      

              	
                OR

              


      

      


      
        	
                 
      

              	
                ____  b.

              	
                utilizing
      the cashless exercise provisions of Section 2(b)(ii) of the
      Warrant.

              


      

      


      


      The exact
name in which stock certificate(s) should be issued and address for delivery
is:

       

       

      
        
          	
                  Name:

                	 
      	 
      	 
      	 
      
	
                  Address:

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  “Holder”

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	
                  Name: 
      

                	 
      	 
      
	 
      	 
      	
                  Title
      (if applicable):

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  Date: