Exhibit
4.4

     

    OCZ
TECHNOLOGY GROUP, INC.

    COMMON
STOCK WARRANT

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR OCZ
TECHNOLOGY GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

     

    This
certifies that, for good and valuable consideration, receipt of which is hereby
acknowledged, _______________________ (the “Holder”) is entitled to
purchase, subject to and in accordance with the terms and conditions of this
Warrant, from OCZ Technology Group, Inc., a Delaware corporation (the “Company”), (i) 154,550 fully
paid and nonassessable shares of the Company’s common stock, $0.0025 par value
per share (“Common
Stock”), and (ii) a warrant (the “Subsequent Warrant”) to
acquire 77,275 shares of Common Stock at an exercise price of $5.25 per share,
in the form of Exhibit
A hereto.  This Warrant may be may be exercised at any time
during the period commencing on March 23, 2010 (the “Commencement Date”) and ending
at 5:00 p.m. California time, March 23, 2015 (the “Expiration Date”), at which
time this Warrant will expire and become void unless earlier terminated as
provided herein.  The shares of Common Stock for which this Warrant is
exercisable, as adjusted from time to time pursuant to the terms hereof, are
hereinafter referred to as the “Shares,” and the Shares and
the shares of Common Stock issuable upon exercise of any Subsequent Warrant, as
adjusted from time to time pursuant to the terms hereof or thereof, are
hereinafter referred to as the “Securities.”

     

    1.           Exercise
Price.  The initial purchase price for the Shares shall be
$3.00 per Share.  Such price shall be subject to adjustment pursuant
to the terms hereof (such price, as adjusted from time to time, is hereinafter
referred to as the “Exercise
Price”).  In addition to the Shares purchased upon payment of
the Exercise Price, such payment shall also entitle the Holder to receive a
Subsequent Warrant to purchase that number of shares of Common Stock equal to
fifty percent (50%) of the Shares so purchased, rounded down to the nearest
whole number.  For illustrative purposes, the exercise of this Warrant
and payment of $463,650 (in accordance with Section 2 of this Warrant) would
entitle the Holder to receive 154,550 Shares together with a Subsequent Warrant
to acquire 77,275 shares of Common Stock, and the exercise of this Warrant and
payment of $300,003 (in accordance with Section 2 of this Warrant) would entitle
the Holder to receive 100,001 Shares together with a Subsequent Warrant to
acquire 50,000 shares of Common Stock (in each case assuming the Exercise Price
has not been adjusted pursuant to Section 10 of this Warrant).

     

    2.           Exercise
and Payment.

     

    (a)           Cash
Exercise.  At any time after the Commencement Date, this
Warrant may be exercised, in whole or in part, from time to time by the Holder,
during the term hereof, by surrender of this Warrant and the Notice of Exercise
attached hereto as Exhibit B (the “Notice of Exercise”) duly
completed and executed by the Holder to the Company at the principal executive
offices of the Company, together with payment in the amount obtained by
multiplying the Exercise Price then in effect by the number of Shares thereby
purchased, as designated in the Notice of Exercise.  Payment may be in
cash or by check payable to the order of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b)           Net
Issuance.  In lieu of payment of the Exercise Price described
in Section 2(a), the Holder may elect to receive, without the payment by
the Holder of any additional consideration, Shares equal to the value of this
Warrant or any portion hereof by the surrender of this Warrant or such portion
to the Company, together with the Notice of Exercise duly executed and
indicating that the Holder is utilizing the net exercise provisions of Section
2(b) of this Warrant (a “Net
Issuance Election”), at the principal executive offices of the
Company.  Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable Shares as is computed using the following
formula (together with a Subsequent Warrant to purchase that number of
shares of Common Stock equal to fifty percent (50%) of the Shares covered by
this Warrant in respect of which the Net Issuance Election is made pursuant to
this Section 2):

       

    
      	 	
              X
      =

            	
              Y
      (A-B)

                    
A

            
	 	 	 
	where:	
              X
      =

            	the
      number of Shares to be issued to the Holder pursuant to this Section
      2.
	 	 	 
	
                 
      

            	
              Y
      = 

            	
              the
      number of Shares covered by this Warrant in respect of which the
      NetIssuance Election is made pursuant to this Section
2.

            
	 	 	 
	 	
              A
      = 

            	the
      fair market value of one share of Common Stock, as determined inaccordance
      with the provisions of this Section 2.
	 	 	 
	 	
              B
      = 

            	the
      Exercise Price in effect under this Warrant at the time the Net
      IssuanceElection is made pursuant to this Section
2.


    

       

    For
purposes of this Section 2, the “fair market value” per share of the Common
Stock shall mean:

     

    (i)           If
the Common Stock is traded on a national securities exchange or admitted to
unlisted trading privileges on such an exchange, or is quoted on an
over-the-counter quotation system, the fair market value shall be the last
reported sale price of the Common Stock on such exchange or over-the-counter
quotation system on the last business day before the effective date of exercise
of the Net Issuance Election or if no such sale is made on such day, the mean of
the closing bid and asked prices such day on such exchange or over-the-counter
quotation system; and

     

    (ii)           If
the Common Stock is not so listed or admitted to unlisted trading privileges and
bid and ask prices are not reported, the fair market value shall be the price
per share as determined in good faith by the Company’s board of
directors.

     

    3.           Reservation
of Shares.  The Company hereby agrees that at all times there
shall be reserved for issuance and delivery upon exercise of this Warrant such
number of shares of Common Stock or other shares of capital stock of the Company
from time to time issuable upon exercise of this Warrant and any Subsequent
Warrant.  All such shares shall be duly authorized, and when issued
upon such exercise, shall be validly issued, fully paid and non-assessable, free
and clear of all liens, security interests, charges and other encumbrances or
restrictions on sale and free and clear of all preemptive rights.

     

    
      
         

      

      
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    4.           Delivery
of Stock Certificates.  Within a reasonable time after
exercise, in whole or in part, of this Warrant, the Company shall issue in the
name of and deliver to the Holder a certificate or certificates for the number
of fully paid and nonassessable shares of Common Stock which the Holder shall
have requested in the Notice of Exercise, together with a corresponding
Subsequent Warrant to purchase shares of Common Stock calculated pursuant to
Section 1 of this Warrant.  If this Warrant is exercised in part, the
Company shall deliver to the Holder a new Warrant for the unexercised portion of
this Warrant at the time of delivery of such stock certificate or certificates
and such Subsequent Warrant.

     

    5.           No
Fractional Shares.  No fractional shares or scrip representing
fractional shares will be issued upon exercise of this Warrant.  If
upon any exercise of this Warrant a fraction of a share results, the Company
will pay the Holder the difference between the cash value of the fractional
share and the portion of the Exercise Price allocable to the fractional
share.

     

    6.           Listing.  Prior
to the issuance of any shares of Common Stock upon exercise of this Warrant or
any Subsequent Warrant, the Company shall secure the listing of such shares of
Common Stock upon each national securities exchange, if any, upon which shares
of Common Stock are then listed (subject to official notice of issuance upon
exercise of this Warrant or any Subsequent Warrant) and shall maintain, so long
as any other shares of Common Stock shall be so listed, such listing of all
shares of Common Stock from time to time issuable upon the exercise of this
Warrant or any Subsequent Warrant; and the Company shall so list on each
national securities exchange, and shall maintain such listing of, any other
shares of capital stock of the Company issuable upon the exercise of this
Warrant or any Subsequent Warrant if and so long as any shares of the same class
shall be listed on such national securities exchange.

     

    7.           Charges,
Taxes and Expenses.  The Company shall pay all transfer taxes
or other incidental charges, if any, in connection with the transfer of the
Shares purchased pursuant to the exercise hereof from the Company to the
Holder.

     

    8.           Loss,
Theft, Destruction or Mutilation of Warrant.  Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.

     

    9.           Saturdays,
Sundays, Holidays, Etc.  If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday or a Sunday or shall be a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding weekday that
is not a legal holiday.

     

    
      
         

      

      
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    10.           Adjustment
of Exercise Price and Number of Securities.  The Exercise Price
and the number of and kind of securities purchasable upon exercise of this
Warrant shall be subject to adjustment from time to time as set forth
below.  In addition, prior to the exercise of this Warrant, the
exercise price of any Subsequent Warrant and the number of and kind of
securities purchasable upon exercise thereof shall also be subject to adjustment
from time to time as set forth below.

     

    (a)           Subdivisions,
Combinations and Other Issuances.  If the Company shall at any
time after the date hereof but prior to the Expiration Date or exercise of this
Warrant subdivide its outstanding securities as to which purchase rights under
this Warrant exist, by split-up or otherwise, or combine its outstanding
securities as to which purchase rights under this Warrant exist, the number of
Securities as to which this Warrant is exercisable as of the date of such
subdivision or combination will be proportionately increased in the case of a
subdivision, or proportionately decreased in the case of a
combination.  Appropriate adjustments also will be made to the
Exercise Price and the exercise price of any Subsequent Warrant, but the
aggregate purchase price payable for the total number of Securities purchasable
under this Warrant and any Subsequent Warrant as of such date shall remain the
same.

     

    (b)           Stock
Dividend.  If at any time after the date hereof but prior to
the Expiration Date or exercise of this Warrant the Company declares a dividend
or other distribution on Common Stock payable in Common Stock or Convertible
Securities without payment of any consideration by such holder for the
additional shares of Common Stock or the Convertible Securities (including the
additional shares of Common Stock issuable pursuant to the terms thereof), then
the number of Securities for which this Warrant and any Subsequent Warrant are
exercisable shall be increased as of the record date (or the date of such
dividend or distribution if no record date is set) for determining which holders
of Common Stock shall be entitled to receive such dividend or distribution, in
proportion to the increase in the number of outstanding shares (and shares of
Common Stock issuable pursuant to the terms of the Convertible Securities) of
Common Stock as a result of such dividend or distribution, and the Exercise
Price and the exercise price of any Subsequent Warrant shall be adjusted so that
the aggregate amount payable for the purchase of all the Securities issuable
under this Warrant and any Subsequent Warrant immediately after the record date
(or on the date of such dividend or distribution, if applicable) for such
dividend or distribution will equal the aggregate amount so payable immediately
before such record date (or on the date of such dividend or distribution, if
applicable).  As used herein, “Convertible Securities” means
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for, with or without payment of additional
consideration, shares of Common Stock, either immediately or upon the arrival of
a specified date or the happening of a specified event or both.

     

    (c)           Other
Distributions.  If at any time after the date hereof but prior
to the Expiration Date or exercise of this Warrant the Company distributes to
holders of its Common Stock, other than as part of its dissolution or
liquidation or the winding up of its affairs, any shares of its capital stock,
any evidence of indebtedness or any of its assets (other than cash, Common Stock
or Convertible Securities), then the Company may, at its option, either
(i) decrease the Exercise Price of this Warrant and the exercise price of
any Subsequent Warrant by an appropriate amount based upon the value distributed
on each share of Common Stock as determined in good faith by the Company’s board
of directors or (ii) provide by resolution of the Company’s board of
directors that on exercise of this Warrant or any Subsequent Warrant, the Holder
hereof shall thereafter be entitled to receive, in addition to the Securities
otherwise receivable on exercise hereof or thererof, the number of shares or
other securities or property which would have been received had this Warrant or
any Subsequent Warrant at the time been exercised.

     

    
      
         

      

      
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    (d)           Merger.  If
at any time after the date hereof but prior to the Expiration Date or exercise
of this Warrant there shall be a merger or consolidation of the Company with or
into another corporation when the Company is not the surviving corporation, then
the Holder shall thereafter be entitled to receive upon exercise of this
Warrant, upon payment of the aggregate Exercise Price then in effect, the number
of shares or other securities or property of the successor corporation resulting
from such merger or consolidation that would have been received by the Holder
for the Securities subject to this Warrant had this Warrant been exercised at
such time.

     

    (e)           Reclassification,
Etc.  If at any time after the date hereof but prior to the
Expiration Date or exercise of this Warrant there shall be a change or
reclassification of the Securities as to which purchase rights under this
Warrant or any Subsequent Warrant exist into the same or a different number of
securities of any other class or classes, then the Holder shall thereafter be
entitled to receive upon exercise of this Warrant or any Subsequent Warrant,
upon payment of the Exercise Price or the exercise price of any Subsequent
Warrant then in effect, the number of shares or other securities or property
resulting from such change or reclassification that would have been received by
the Holder for the Securities subject to this Warrant or any Subsequent Warrant
had this Warrant or any Subsequent Warrant been exercised at such
time.

     

    11.           Notice of
Adjustments; Notices.  Whenever the Exercise Price, the
exercise price of any Subsequent Warrant, or the number of Securities
purchasable under this Warrant or any Subsequent Warrant is adjusted pursuant to
Section 10 hereof, the Company shall execute and deliver to the Holder within a
reasonable time after exercise 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, the Exercise Price hereof or the
exercise price of any Subsequent Warrant and number of and kind of securities
purchasable under this Warrant or any Subsequent Warrant after giving effect to
such adjustment, and shall cause a copy of such certificate to be mailed (by
first class mail, postage prepaid) to the Holder.

     

    12.           No Rights
As Stockholder; Notice to Holders.  Nothing contained in this
Warrant will be construed as conferring upon the Holder or its permitted
transferees the right to vote or to receive dividends or to consent or to
receive notice as a stockholder in respect of any meeting of stockholders for
the election of directors of the Company or of any other matter, or any rights
whatsoever as stockholders of the Company.  The Company will notify
the Holder by registered mail if at any time prior to the expiration or exercise
in full of the Warrant, any of the following events occur:

     

    (a)           a
dissolution, liquidation or winding up of the Company shall be
proposed;

     

    
      
         

      

      
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    (b)           a
capital reorganization or reclassification of the Common Stock (other than a
subdivision or combination of the outstanding Common Stock and other than a
change in the par value of the Common Stock) or any consolidation or merger of
the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or change of Common Stock outstanding) or in the
case of any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety; or

     

    (c)           a
taking by the Company of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other rights.

     

    Such
giving of notice will be simultaneous with the giving of notice to holders of
Common Stock.  Such notice must specify the record date or the date of
closing the stock transfer books, as the case may be.  Failure to
provide such notice will not affect the validity of any action taken in
connection with such dividend, distribution or subscription rights, or proposed
merger, consolidation, sale, conveyance, dissolution, liquidation or winding
up.

     

    13.           Restricted
Securities.  The Holder understands that this Warrant and,
subject to the last sentence of this Section 13, any Subsequent Warrant or
Securities purchasable hereunder and thereunder constitute “restricted
securities” under the federal securities laws inasmuch as they are, or will be,
acquired from the Company in transactions not involving a public offering and
accordingly may not, under such laws and applicable regulations, be resold or
transferred without registration under the Securities Act of 1933, as amended
(the “1933 Act”) or an
applicable exemption from such registration.  The Holder further
acknowledges that the securities legend set forth below shall be placed on any
Securities issued to the Holder upon exercise of this Warrant and any Subsequent
Warrant:

     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS OR OCZ TECHNOLOGY GROUP, INC. SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED.

     

    Notwithstanding
the foregoing, if the Holder elects a net issuance under Section 2(b), the
Shares and the Subsequent Warrant will be deemed to purchased under
Section 3(a)(9) of the 1933 Act and will not be “restricted securities” or
subject to legend if the Warrant has been held for a period of one year or
more.

     

    14.           Certification
of Investment Purpose.  Unless a current registration statement
under the 1933 Act shall be in effect with respect to the securities to be
issued upon exercise of this Warrant, the Holder covenants and agrees that, at
the time of exercise hereof, it will deliver to the Company a written
certification executed by the Holder that the securities acquired by the Holder
upon exercise hereof are for the account of the Holder and acquired for
investment purposes only and that such securities are not acquired with a view
to, or for sale in connection with, any distribution thereof.

     

    
      
         

      

      
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    15.           Disposition;
Transferability; Registration.

     

    (a)           Disposition.  The
Holder hereby agrees not to make any disposition of this Warrant, any Subsequent
Warrant or any Securities purchased hereunder or thereunder unless and
until:

     

    (i)           The
Holder shall have notified the Company of the proposed disposition and provided
a written summary of the terms and conditions of the proposed disposition;
and

     

    (ii)           The
Holder shall have complied with all requirements of this Warrant and any
Subsequent Warrant applicable to the disposition.

     

    The
Company shall not be required (i) to transfer on its books any Warrant,
Subsequent Warrant, or Securities which have been sold or transferred in
violation of the provisions of this Section 15 or (ii) to treat as the
owner of the Warrant, Subsequent Warrant, or Securities, or otherwise to accord
voting, dividend or other rights to, any transferee to whom the Warrant,
Subsequent Warrant, or Securities have been transferred in contravention of the
terms of this Warrant or any Subsequent Warrant.

     

    (b)           Transfer.  This
Warrant shall be transferable only on the books of the Company maintained at its
principal office in San Jose, California, or wherever its principal office may
then be located, upon delivery thereof duly endorsed by the Holder or by its
duly authorized attorney or representative, accompanied by proper evidence of
succession, assignment or authority to transfer.  Upon any
registration of transfer, the Company shall execute and deliver new Warrants to
the person entitled thereto.

     

    (c)           Limitations
on Transfer.  This Warrant may not be sold, transferred,
assigned or hypothecated (any such action, a “Transfer”) by the Holder
except to (i) one or more persons, each of whom on the date of transfer is
an officer of the Holder; (ii) a general partnership or general
partnerships, the general partners of which are the Holder and one or more
persons, each of whom on the date of transfer is an officer of the Holder;
(iii) a successor to the Holder in any merger or consolidation; (iv) a
purchaser of all or substantially all of the Holder’s assets; (v) any
person receiving this Warrant from one or more of the persons listed in this
Section 15(c) at such person’s death pursuant to will, trust or the laws of
intestate succession, or (vi) after one year from the date of this Warrant,
any person receiving the Warrant from the persons listed in this
Section 15.  This Warrant may be divided or combined, upon
request to the Company by the Holder, into a certificate or certificates
representing the right to purchase the same aggregate number of
Shares.  If at the time of a Transfer, a registration statement is not
in effect to register this Warrant, the Company may require the Holder to make
such representations, and may place such legends on certificates representing
this Warrant, as may be reasonably required in the opinion of counsel to the
Company to permit a Transfer without such registration.

     

    
      
         

      

      
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    (d)           Piggyback
Registration.   If the Company at any time after the
Commencement Date proposes to file a registration statement under the 1933 Act
registering shares of its Common Stock, whether for sale for the account of the
Company or for the account of any holder of securities of the Company, the
Company will provide written notice to the Holder at least fifteen (15) days
prior to the anticipated filing date of its intention to file such registration
statement.  If within ten (10) days after receipt of such notice the
Holder provides a written request to the Company specifying the Securities that
the Holder requests be included in the registration statement, the Company will
use commercially reasonable efforts to include in the registration statement the
Securities so requested by the Holder.  Notwithstanding the foregoing,
(i) the notice and registration rights of this section shall not apply to any
registration statement on Form S-4, Form S-8, or any similar form or to any
initial public offering of Common Stock, (ii) the Company may at any time prior
to the effective date of the registration statement determine for any reason not
to register or to delay registration of such securities, and (iii) in an
underwritten offering, if any underwriter advises the Company that, in its
opinion, the number of securities requested to be included in such registration
exceeds the number that can be sold in such offering, the Company may exclude
from the registration statement any or all of the Securities.  The
notice and registration rights set forth in this Section shall expire and be of
no further force and effect on the earlier of (x) the inclusion in any effective
registration statement of all of the Securities, provided such registration is
continuously effective for at least 6 months, (y) the date on which all of the
Securities may be sold pursuant to Rule 144 under the 1933 Act, or (z) the
two-year anniversary of the Commencement Date.

     

    16.           Miscellaneous.

     

    (a)           Construction.  Unless
the context indicates otherwise, the term “Holder” shall include any
transferee or transferees of this Warrant pursuant to Section 15(b), and
the term “Warrant” shall
include any and all warrants outstanding pursuant to this Warrant, including
those evidenced by a certificate or certificates issued upon division, exchange,
substitution or transfer pursuant to Section 15.

     

    (b)           Restrictions.  By
receipt of this Warrant, the Holder represents that the Warrant is being
acquired for the account of the Holder and for investment purposes, not with a
view to, or for sale in connection with, any distribution of such
Warrant.

     

    (c)           Notices.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or three (3) days following deposit with the United
States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified (or one (1) day following timely deposit
with a reputable overnight courier with next day delivery instructions), or upon
confirmation of receipt by the sender of any notice by facsimile transmission,
at the address indicated below or at such other address as such party may
designate by ten (10) days’ advance written notice to the other
parties.

     

    
      
         

      

      
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              To
      the Holder: 

            	
                    
                ______________________________

                [Address]

                [City,
      State, Zip Code]

                Attention:

              

            
	 	 	 
	 	
              To
      the Company:

            	      
              OCZ
      Technology Group, Inc.

              6373
      San Ignacio Avenue

              San
      Jose, California 95119

              Attention:
      Chief Financial Officer

            


    

       


    (d)           Governing
Law.  This Warrant shall be governed by and construed under the
laws of the State of California as applied to agreements among California
residents entered into and to be performed entirely within
California.

     

    (e)           Entire
Agreement.  This Warrant, the annexes, exhibits and schedules
hereto, and the documents referred to herein, constitute the entire agreement
and understanding of the parties hereto with respect to the subject matter
hereof, and supersede all prior and contemporaneous agreements and
understandings, whether oral or written, between the parties hereto with respect
to the subject matter hereof.

     

    (f)           Binding
Effect.  This Warrant and the various rights and obligations
arising hereunder shall inure to the benefit of and be binding upon the Company
and its successors and assigns, and Holder and its successors and
assigns.

     

    (g)           Waiver;
Consent.  This Warrant may not be changed, amended, terminated,
augmented, rescinded or discharged (other than by performance), in whole or in
part, except by a writing executed by the parties hereto, and no waiver of any
of the provisions or conditions of this Warrant or any of the rights of a party
hereto shall be effective or binding unless such waiver shall be in writing and
signed by the party claimed to have given or consented thereto.

     

    (h)           Severability.  If
one or more provisions of this Warrant are held to be unenforceable under
applicable law, such provision shall be excluded from this Warrant and the
balance of the Warrant shall be interpreted as if such provision were so
excluded and the balance shall be enforceable in accordance with its
terms.

     

    (i)           Counterparts.  This
Warrant may be signed in several counterparts, each of which shall constitute an
original and all of which taken together shall constitute one and the same
instrument.

     

     

    [Remainder of page intentionally left
blank.  Signature page follows.]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Common Stock Warrant
effective as of the date hereof.

     

     

    
      	DATED:  March ___ ,
      2010	      
              THE
      COMPANY:

              


              OCZ
      Technology Group, Inc., a Delaware corporation

               

              By:                                                                   
      

              Its:                                                                    
      

              
 

              


              HOLDER:

              


              _______________________________


              


                    
                By:                                                                   
      

                Its:                                                                    
      

              

            


    

     

    
      
         

      

      
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    EXHIBIT
A

     

    FORM
OF SUBSEQUENT WARRANT

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    EXHIBIT
B

     

    NOTICE
OF EXERCISE

     

    
      
        	
                To: 

              	
                OCZ
      Technology Group, Inc.

              


      

    

     

    1.           The
undersigned hereby elects to purchase  ___________ shares of common
stock, $0.0025 par value per share (“Stock”) of OCZ Technology Group, Inc., a
Delaware corporation (the “Company”), pursuant to the terms of the attached
Warrant.

     

    2.           The
undersigned tenders herewith payment of the exercise price for such shares in
full by (check applicable
method):

     

    
      	
               
      

            	
              ____  a.

            	
              tendering
      cash payment of the exercise price pursuant to Section 2(a) of the
      attached Warrant;

            


    

    


    OR

    


    
      	
               
      

            	
              ____  b.

            	
              utilizing
      the net exercise provisions of Section 2(b) of the attached
      Warrant.

            


    

     

    3.           Attached
as Exhibit A is an investment representation letter addressed to the Company and
executed by the undersigned as required by Section 14 of the
Warrant.

     

    4.           Please
issue certificates representing the shares of Stock purchased hereunder and the
Subsequent Warrant (as defined in the Warrant) in the name of the undersigned or
as otherwise indicated below.

     

    5.           Please
issue a new Warrant for the unexercised portion of the attached Warrant, if any,
in the name of the undersigned.

     

    
    

     

    
      	 	Holder
      Name:                                                        
      
	 	 
	Dated:                                        
      	      
              Signature:                                                               
      

              By:                                                                           

              Its:                                                                           

            


    

     

    Name for
Certificate and Subsequent Warrant (if not Holder):
____________________________

     

    
    

     

    
      	
              Mailing
      Address:           
      

            	
              __________________________________

              __________________________________

              __________________________________

            


    

     

     

    
      
         

      

      
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