Exhibit
4.5


THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.


SUBJECT
TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00
P.M. EASTERN TIME ON MAY 14, 2012 (THE “EXPIRATION DATE”).


No. W-


IBIS TECHNOLOGY CORPORATION


WARRANT TO PURCHASE _______
SHARES OF

COMMON STOCK, PAR VALUE $0.008 PER SHARE


For VALUE RECEIVED, _______________ (“Warrantholder”),
is entitled to purchase, subject to the provisions of this Warrant, from Ibis
Technology Corporation, a Massachusetts corporation (“Company”), at any time
not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined
above), at an exercise price per share equal to $1.50 (the exercise price in
effect being herein called the “Warrant Price”), __________ shares (“Warrant
Shares”) of the Company’s Common Stock, par value $0.008 per share (“Common
Stock”).  The number of Warrant Shares
purchasable upon exercise of this Warrant and the Warrant Price shall be
subject to adjustment from time to time as described herein.  This Warrant is being issued pursuant to the
Purchase Agreement, dated as of February 16, 2007 (the “Purchase Agreement”),
among the Company and the initial holders of the Company Warrants (as defined
below).  Capitalized terms used herein
have the respective meanings ascribed thereto in the Purchase Agreement unless
otherwise defined herein.


Section 1.               Registration.   The
Company shall maintain books for the transfer and registration of the
Warrant.  Upon the initial issuance of
this Warrant, the Company shall issue and register the Warrant in the name of
the Warrantholder.


Section 2.               Transfers.   As
provided herein, this Warrant may be transferred only pursuant to a
registration statement filed under the Securities Act of 1933, as amended (the “Securities
Act”), or an exemption from such registration. 
Subject to such restrictions, the Company shall transfer this Warrant from
time to time upon the books to be maintained by the Company for that purpose,
upon surrender hereof for transfer, properly endorsed or accompanied by
appropriate instructions for transfer and such other documents as may be
reasonably required 













by
the Company, including, if required by the Company, an opinion of its counsel
to the effect that such transfer is exempt from the registration requirements
of the Securities Act, to establish that such transfer is being made in
accordance with the terms hereof, and a new Warrant shall be issued to the
transferee and the surrendered Warrant shall be canceled by the Company.


Section 3.               Exercise
of Warrant.   Subject to the provisions hereof, the Warrantholder may
exercise this Warrant, in whole or in part, at any time prior to its expiration
upon surrender of the Warrant, together with delivery of a duly executed
Warrant exercise form, in the form attached hereto as Appendix A (the “Exercise
Agreement”) and payment by cash, certified check or wire transfer of funds or
by cashless exercise as provided below of the aggregate Warrant Price for that
number of Warrant Shares then being purchased, to the Company during normal
business hours on any business day at the Company’s principal executive offices
(or such other office or agency of the Company as it may designate by notice to
the Warrantholder).  The Warrant Shares
so purchased shall be deemed to be issued to the Warrantholder or the
Warrantholder’s designee, as the record owner of such shares, as of the close
of business on the date on which this Warrant shall have been surrendered (or
the date evidence of loss, theft or destruction thereof and security or indemnity
satisfactory to the Company has been provided to the Company), the Warrant
Price shall have been paid and the completed Exercise Agreement shall have been
delivered.  Certificates for the Warrant
Shares so purchased shall be delivered to the Warrantholder within a reasonable
time, not exceeding five (5) business days, after this Warrant shall have been
so exercised.  The certificates so
delivered shall be in such denominations as may be requested by the Warrantholder
and shall be registered in the name of the Warrantholder or such other name as
shall be designated by the Warrantholder, as specified in the Exercise
Agreement.  If this Warrant shall have
been exercised only in part, then, unless this Warrant has expired, the Company
shall, at its expense, at the time of delivery of such certificates, deliver to
the Warrantholder a new Warrant representing the right to purchase the number
of shares with respect to which this Warrant shall not then have been
exercised.  As used herein, “business day”
means a day, other than a Saturday or Sunday, on which banks in New York City
are open for the general transaction of business.  Each exercise hereof shall constitute the
re-affirmation by the Warrantholder that the representations and warranties
contained in Section 5 of the Purchase Agreement are true and correct in all
material respects with respect to the Warrantholder as of the time of such
exercise.


Section 4.               Compliance
with the Securities Act of 1933.   Except as provided in the Purchase
Agreement, the Company may cause the legend set forth on the first page of this
Warrant to be set forth on each Warrant, and a similar legend on any security
issued or issuable upon exercise of this Warrant, unless counsel for the
Company is of the opinion as to any such security that such legend is
unnecessary.


Section 5.               Payment
of Taxes.   The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any certificates for Warrant
Shares in a name other than that of the Warrantholder in respect of which such
shares are issued, and in such case, the Company shall not be required to issue
or deliver any certificate 



 2
 









for
Warrant Shares or any Warrant until the person requesting the same has paid to
the Company the amount of such tax or has established to the Company’s
reasonable satisfaction that such tax has been paid.  The Warrantholder shall be responsible for
income taxes due under federal, state or other law, if any such tax is due.


Section 6.               Mutilated
or Missing Warrants.   In case this Warrant shall be mutilated, lost,
stolen, or destroyed, the Company shall issue in exchange and substitution of
and upon surrender and cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and for the purchase of a like number of Warrant Shares, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of the Warrant, and with respect to a lost, stolen or destroyed
Warrant, reasonable indemnity or bond with respect thereto, if requested by the
Company.


Section 7.               Reservation
of Common Stock.   The Company hereby represents and warrants that
there have been reserved, and the Company shall at all applicable times keep
reserved until issued (if necessary) as contemplated by this Section 7, out of
the authorized and unissued shares of Common Stock, sufficient shares to
provide for the exercise of the rights of purchase represented by this
Warrant.  The Company agrees that all
Warrant Shares issued upon due exercise of the Warrant shall be, at the time of
delivery of the certificates for such Warrant Shares, duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the Company.


Section 8.               Adjustments.   Subject
and pursuant to the provisions of this Section 8, the Warrant Price and number
of Warrant Shares subject to this Warrant shall be subject to adjustment from
time to time as set forth hereinafter.


(a)           If
the Company shall, at any time or from time to time while this Warrant is
outstanding, pay a dividend or make a distribution on its Common Stock in
shares of Common Stock, subdivide its outstanding shares of Common Stock into a
greater number of shares or combine its outstanding shares of Common Stock into
a smaller number of shares or issue by reclassification of its outstanding
shares of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then (i) the Warrant Price in effect
immediately prior to the date on which such change shall become effective shall
be adjusted by multiplying such Warrant Price by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such change and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after giving effect to such change and
(ii) the number of Warrant Shares purchasable upon exercise of this Warrant
shall be adjusted by multiplying the number of Warrant Shares purchasable upon
exercise of this Warrant immediately prior to the date on which such change
shall become effective by a fraction, the numerator of which is shall be the
Warrant Price in effect immediately prior to the date on which such change
shall become effective and the denominator of which shall be the Warrant Price
in effect immediately after giving effect to such change, calculated in
accordance with clause (i) above.  Such
adjustments shall be made successively whenever any event listed above shall
occur.



 3
 









(b)           If
any capital reorganization, reclassification of the capital stock of the
Company, consolidation or merger of the Company with another corporation in
which the Company is not the survivor, or sale, transfer or other disposition
of all or substantially all of the Company’s assets to another corporation
shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition,
lawful and adequate provision shall be made whereby each Warrantholder shall
thereafter have the right to purchase and receive upon the basis and upon the
terms and conditions herein specified and in lieu of the Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, such shares of stock,
securities or assets as would have been issuable or payable with respect to or
in exchange for a number of Warrant Shares equal to the number of Warrant
Shares immediately theretofore issuable upon exercise of the Warrant, had such
reorganization, reclassification, consolidation, merger, sale, transfer or
other disposition not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of each Warrantholder to
the end that the provisions hereof (including, without limitation, provision
for adjustment of the Warrant Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such
consolidation, merger, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the
Warrantholder, at the last address of the Warrantholder appearing on the books
of the Company, such shares of stock, securities or assets as, in accordance
with the foregoing provisions, the Warrantholder may be entitled to purchase,
and the other obligations under this Warrant. 
The provisions of this paragraph (b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers
or other dispositions.


(c)           In
case the Company shall fix a payment date for the making of a distribution to all
holders of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness or assets (other than cash dividends
or cash distributions payable out of consolidated earnings or earned surplus or
dividends or distributions referred to in Section 8(a)), or subscription rights
or warrants, the Warrant Price to be in effect after such payment date shall be
determined by multiplying the Warrant Price in effect immediately prior to such
payment date by a fraction, the numerator of which shall be the total number of
shares of Common Stock outstanding multiplied by the Market Price (as defined
below) per share of Common Stock immediately prior to such payment date, less
the fair market value (as determined by the Company’s Board of Directors in
good faith) of said assets or evidences of indebtedness so distributed, or of
such subscription rights or warrants, and the denominator of which shall be the
total number of shares of Common Stock outstanding multiplied by such Market
Price per share of Common Stock immediately prior to such payment date.  “Market Price” as of a particular date (the “Valuation
Date”) shall mean the following: (a) if the Common Stock is then listed on the
Nasdaq Global Market or the Nasdaq Capital Market (“Nasdaq”) or any other
national stock exchange, the closing sale price of one share of Common Stock on
such exchange on the last 



 4
 









trading
day prior to the Valuation Date; (b) if the Common Stock is then quoted on the
National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin
Board”) or such similar quotation system or association, the closing sale price
of one share of Common Stock on the Bulletin Board or such other quotation
system or association on the last trading day prior to the Valuation Date or,
if no such closing sale price is available, the average of the high bid and the
low asked price quoted thereon on the last trading day prior to the Valuation Date;
or (c) if the Common Stock is not then listed on a national stock exchange or
quoted on the Bulletin Board or such other quotation system or association, the
fair market value of one share of Common Stock as of the Valuation Date, as
determined in good faith by the Board of Directors of the Company and the
Warrantholder.  If the Common Stock is
not then listed on a national securities exchange, the Bulletin Board or such
other quotation system or association, the Board of Directors of the Company
shall respond promptly, in writing, to an inquiry by the Warrantholder prior to
the exercise hereunder as to the fair market value of a share of Common Stock
as determined by the Board of Directors of the Company.  In the event that the Board of Directors of
the Company and the Warrantholder are unable to agree upon the fair market
value in respect of subpart (c) of this paragraph, the Company and the
Warrantholder shall jointly select an appraiser, who is experienced in such
matters.  The decision of such appraiser
shall be final and conclusive, and the cost of such appraiser shall be borne
equally by the Company and the Warrantholder. 
Such adjustment shall be made successively whenever such a payment date
is fixed.


(d)           An
adjustment to the Warrant Price shall become effective immediately after the
payment date in the case of each dividend or distribution and immediately after
the effective date of each other event which requires an adjustment.


(e)           In the event that, as a result of an
adjustment made pursuant to this Section 8, the Warrantholder shall become
entitled to receive any shares of capital stock of the Company other than
shares of Common Stock, the number of such other shares so receivable upon
exercise of this Warrant shall be subject thereafter to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Warrant Shares contained in this Warrant.


(f)            Except
as provided in subsection (g) hereof, if and whenever the Company shall issue or
sell, or is, in accordance with any of subsections (f)(l) through (f)(7)
hereof, deemed to have issued or sold, any Additional Shares of Common Stock
for no consideration or for a consideration per share less than the Warrant
Price in effect immediately prior to the time of such issue or sale, then and
in each such case (a “Trigger Issuance”) the then-existing Warrant
Price, shall be reduced, as of the close of business on the effective date of
the Trigger Issuance, to a price determined as follows:




	
  Adjusted Warrant Price

  	
   

  	
  =

  	
   

  	
  (A x B) + D

  
	
   

  	
   

  	
   

  	
   

  	
  A+C

  






 


where



 5
 









“A” equals the
number of shares of Common Stock outstanding, including Additional Shares of
Common Stock (as defined below) deemed to be issued hereunder, immediately
preceding such Trigger Issuance;


“B” equals the
Warrant Price in effect immediately preceding such Trigger Issuance;


“C” equals the
number of Additional Shares of Common Stock issued or deemed issued hereunder
as a result of the Trigger Issuance; and


“D” equals the
aggregate consideration, if any, received or deemed to be received by the
Company upon such Trigger Issuance;


provided, however,
that in no event shall the Warrant Price after giving effect to such Trigger
Issuance be greater than the Warrant Price in effect prior to such Trigger
Issuance.


For purposes of this subsection (f), “Additional
Shares of Common Stock” shall mean all shares of Common Stock issued by the
Company or deemed to be issued pursuant to this subsection (f), other than
Excluded Issuances (as defined in subsection (g) hereof).


For purposes of this subsection (f), the following
subsections (f)(l) to (f)(8) shall also be applicable:


(f)(1)  Issuance of Rights or Options.  In case at any time the Company shall in any
manner grant (directly and not by assumption in a merger or otherwise) any
warrants or other rights to subscribe for or to purchase, or any options for
the purchase of, Common Stock or any stock or security convertible into or
exchangeable for Common Stock (such warrants, rights or options being called “Options”
and such convertible or exchangeable stock or securities being called “Convertible
Securities”) whether or not such Options or the right to convert or exchange
any such Convertible Securities are immediately exercisable, and the price per
share for which Common Stock is issuable upon the exercise of such Options or
upon the conversion or exchange of such Convertible Securities (determined by
dividing (i) the sum (which sum shall constitute the applicable consideration)
of (x) the total amount, if any, received or receivable by the Company as
consideration for the granting of such Options, plus (y) the aggregate amount
of additional consideration payable to the Company upon the exercise of all
such Options, plus (z), in the case of such Options which relate to Convertible
Securities, the aggregate amount of additional consideration, if any, payable
upon the issue or sale of such Convertible Securities and upon the conversion
or exchange thereof, by (ii) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion or exchange
of all such Convertible Securities issuable upon the exercise of such Options)
shall be less than the Warrant Price in effect immediately prior to the time of
the granting of such Options, then the total number of shares of Common Stock 



 6
 









issuable upon the
exercise of such Options or upon conversion or exchange of the total amount of
such Convertible Securities issuable upon the exercise of such Options shall be
deemed to have been issued for such price per share as of the date of granting
of such Options or the issuance of such Convertible Securities and thereafter
shall be deemed to be outstanding for purposes of adjusting the Warrant
Price.  Except as otherwise provided in
subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the
actual issue of such Common Stock or of such Convertible Securities upon
exercise of such Options or upon the actual issue of such Common Stock upon
conversion or exchange of such Convertible Securities.


(f)(2)  Issuance of Convertible Securities.  In case the Company shall in any manner issue
(directly and not by assumption in a merger or otherwise) or sell any
Convertible Securities, whether or not the rights to exchange or convert any
such Convertible Securities are immediately exercisable, and the price per
share for which Common Stock is issuable upon such conversion or exchange
(determined by dividing (i) the sum (which sum shall constitute the applicable
consideration) of (x) the total amount received or receivable by the Company as
consideration for the issue or sale of such Convertible Securities, plus (y)
the aggregate amount of additional consideration, if any, payable to the Company
upon the conversion or exchange thereof, by (ii) the total number of shares of
Common Stock issuable upon the conversion or exchange of all such Convertible
Securities) shall be less than the Warrant Price in effect immediately prior to
the time of such issue or sale, then the total maximum number of shares of
Common Stock issuable upon conversion or exchange of all such Convertible
Securities shall be deemed to have been issued for such price per share as of
the date of the issue or sale of such Convertible Securities and thereafter
shall be deemed to be outstanding for purposes of adjusting the Warrant Price,
provided that (a) except as otherwise provided in subsection 8(f)(3), no
adjustment of the Warrant Price shall be made upon the actual issuance of such
Common Stock upon conversion or exchange of such Convertible Securities and (b)
no further adjustment of the Warrant Price shall be made by reason of the issue
or sale of Convertible Securities upon exercise of any Options to purchase any
such Convertible Securities for which adjustments of the Warrant Price have
been made pursuant to the other provisions of subsection 8(f).


(f)(3) Change in
Option Price or Conversion Rate.  Upon
the happening of any of the following events, namely, if the purchase price
provided for in any Option referred to in subsection 8(f)(l) hereof, the
additional consideration, if any, payable upon the conversion or exchange of
any Convertible Securities referred to in subsections 8(f)(l) or 8(f)(2), or
the rate at which Convertible Securities referred to in subsections 8(f)(l) or
8(f)(2) are convertible into or exchangeable for Common Stock shall change at
any time (including, but not limited to, changes under or by reason of
provisions designed to protect against dilution), the Warrant Price in effect
at the time of such event shall forthwith be readjusted to the Warrant Price
which would have been in effect at such time had such Options or 



 7
 









Convertible
Securities still outstanding provided for such changed purchase price, additional
consideration or conversion rate, as the case may be, at the time initially
granted, issued or sold.  On the
termination of any Option for which any adjustment was made pursuant to this
subsection 8(f) or any right to convert or exchange Convertible Securities for
which any adjustment was made pursuant to this subsection 8(f) (including
without limitation upon the redemption or purchase for consideration of such
Convertible Securities by the Company), the Warrant Price then in effect
hereunder shall forthwith be changed to the Warrant Price which would have been
in effect at the time of such termination had such Option or Convertible
Securities, to the extent outstanding immediately prior to such termination,
never been issued.


(f)(4) Stock
Dividends.  Subject to the provisions of
this Section 8(f), in case the Company shall declare or pay a dividend or make
any other distribution upon any stock of the Company (other than the Common
Stock) payable in Common Stock, Options or Convertible Securities, then any
Common Stock, Options or Convertible Securities, as the case may be, issuable
in payment of such dividend or distribution shall be deemed to have been issued
or sold without consideration.


(f)(5)
Consideration for Stock.  In case any
shares of Common Stock, Options or Convertible Securities shall be issued or
sold for cash, the consideration received therefor shall be deemed to be the
net amount received by the Company therefor, after deduction therefrom of any
expenses incurred or any underwriting commissions or concessions paid or
allowed by the Company in connection therewith. 
In case any shares of Common Stock, Options or Convertible Securities
shall be issued or sold for a consideration other than cash, the amount of the
consideration other than cash received by the Company shall be deemed to be the
fair value of such consideration as determined in good faith by the Board of
Directors of the Company, after deduction of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the Company in
connection therewith.  In case any
Options shall be issued in connection with the issue and sale of other
securities of the Company, together comprising one integral transaction in
which no specific consideration is allocated to such Options by the parties
thereto, such Options shall be deemed to have been issued for such
consideration as determined in good faith by the Board of Directors of the
Company.  If Common Stock, Options or
Convertible Securities shall be issued or sold by the Company and, in
connection therewith, other Options or Convertible Securities (the “Additional
Rights”) are issued, then the consideration received or deemed to be received
by the Company shall be reduced by the fair market value of the Additional Rights
(as determined using the Black-Scholes option pricing model or another method
mutually agreed to by the Company and the Warrantholder).  The Board of Directors of the Company shall
respond promptly, in writing, to an inquiry by the Warrantholder as to the fair
market value of the Additional Rights. 
In the event that the Board of Directors of the Company and the
Warrantholder are unable to agree upon the fair market value of the 



 8
 









Additional Rights,
the Company and the Warrantholder shall jointly select an appraiser, who is
experienced in such matters.  The
decision of such appraiser shall be final and conclusive, and the cost of such
appraiser shall be borne evenly by the Company and the Warrantholder.


(f)(6) Record
Date.  In case the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them (i)
to receive a dividend or other distribution payable in Common Stock, Options or
Convertible Securities or (ii) to subscribe for or purchase Common Stock,
Options or Convertible Securities, then such record date shall be deemed to be
the date of the issue or sale of the shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be.


(f)(7) Treasury
Shares.  The number of shares of Common
Stock outstanding at any given time shall not include shares owned or held by
or for the account of the Company or any of its wholly-owned subsidiaries, and
the disposition of any such shares (other than the cancellation or retirement
thereof) shall be considered an issue or sale of Common Stock for the purpose
of this subsection (f).


(f)(8) Nasdaq
Limitation.  Notwithstanding any other
provision in Section 8(f) to the contrary, if a reduction in the Warrant Price
pursuant to Section 8(f) (other than as set forth in this clause (f)(8)) would
require the Company to obtain stockholder approval of the transactions
contemplated by the Purchase Agreement pursuant to Nasdaq Marketplace Rule
4350(i) and such stockholder approval has not been obtained, (i) the Warrant
Price shall be reduced to the maximum extent that would not require stockholder
approval under such Rule, and (ii) the Company shall use its commercially
reasonable efforts to obtain such stockholder approval as soon as reasonably
practicable, including by calling a special meeting of stockholders to vote on
such Warrant Price adjustment.  This provision shall not restrict the number
of shares of Common Stock which a Warrantholder may receive or beneficially own
in order to determine the amount of securities or other consideration that such
Holder may receive in the event of a transaction contemplated by Section 8 of
this Warrant.


(g)           Anything herein to the contrary
notwithstanding, the Company shall not be required to make any adjustment of
the Warrant Price in the case of the issuance of (A) capital stock, Options or
Convertible Securities issued to directors, officers, employees or consultants
of the Company in connection with their service as directors of the Company,
their employment by the Company or their retention as consultants by the
Company pursuant to an equity compensation or purchase program approved by the
Board of Directors of the Company or the compensation committee of the Board of
Directors of the Company, (B) shares of Common Stock issued upon the conversion
or exercise of Options or Convertible Securities issued prior to the date
hereof, provided such securities are not amended after the date hereof to
increase the 



 9
 









number of shares of
Common Stock issuable thereunder or to lower the exercise or conversion price
thereof, (C) securities issued pursuant to the Purchase Agreement and
securities issued upon the exercise or conversion of those securities, and (D)
shares of Common Stock issued or issuable by reason of a dividend, stock split
or other distribution on shares of Common Stock (but only to the extent that
such a dividend, split or distribution results in an adjustment in the Warrant
Price pursuant to the other provisions of this Warrant) (collectively, “Excluded
Issuances”).


(h)           Upon
any adjustment to the Warrant Price pursuant to Section 8(f) above, the number
of Warrant Shares purchasable hereunder shall be adjusted by multiplying such
number by a fraction, the numerator of which shall be the Warrant Price in
effect immediately prior to such adjustment and the denominator of which shall
be the Warrant Price in effect immediately thereafter.


Section 9.               Fractional
Interest.   The Company shall not be required to issue fractions of
Warrant Shares upon the exercise of this Warrant.  If any fractional share of Common Stock
would, except for the provisions of the first sentence of this Section 9, be
deliverable upon such exercise, the Company, in lieu of delivering such
fractional share, shall pay to the exercising Warrantholder an amount in cash
equal to the Market Price of such fractional share of Common Stock on the date
of exercise.


Section 10.             Extension
of Expiration Date.   If the Company fails to cause any Registration
Statement covering the Warrant Shares to be declared effective prior to the
applicable dates set forth in the Registration Rights Agreement, or if any of
the events specified in Section 2(c)(ii) of the Registration Rights Agreement
occurs, and the Blackout Period (as defined in the Registration Rights
Agreement) (whether alone, or in combination with any other Blackout Period)
continues for more than 60 days in any 12 month period, or for more than a
total of 90 days, then the Expiration Date of this Warrant shall be extended
one day for each day beyond the 60-day or 90-day limits, as the case may be,
that the Blackout Period continues.


Section 11.             Benefits.   Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrantholder.


Section 12.             Notices
to Warrantholder.   Upon the happening of any event requiring an
adjustment of the Warrant Price, the Company shall promptly give written notice
thereof to the Warrantholder at the address appearing in the records of the
Company, stating the adjusted Warrant Price and the adjusted number of Warrant
Shares resulting from such event and setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.  Failure to give such notice to the
Warrantholder or any defect therein shall not affect the legality or validity
of the subject adjustment.


Section 13.             Identity
of Transfer Agent.   The Transfer Agent for the Common Stock is  Continental Stock Transfer & Trust
Co.  Upon the appointment of any
subsequent transfer agent 



 10
 









for
the Common Stock or other shares of the Company’s capital stock issuable upon
the exercise of the rights of purchase represented by the Warrant, the Company
will mail to the Warrantholder a statement setting forth the name and address
of such transfer agent.


Section 14.             Notices.  Unless otherwise provided, any notice
required or permitted under this Warrant shall be given in writing and shall be
deemed effectively given as hereinafter described (i) if given by personal
delivery, then such notice shall be deemed given upon such delivery, (ii) if
given by telex or facsimile, then such notice shall be deemed given upon
receipt of confirmation of complete transmittal, (iii) if given by mail, then
such notice shall be deemed given upon the earlier of (A) receipt of such
notice by the recipient or (B) three days after such notice is deposited in
first class mail, postage prepaid, and (iv) if given by an internationally
recognized overnight air courier, then such notice shall be deemed given one
business day after delivery to such carrier. 
All notices shall be addressed as follows: if to the Warrantholder, at
its address as set forth in the Company’s books and records and, if to the
Company, at the address as follows, or at such other address as the
Warrantholder or the Company may designate by ten days’ advance written notice
to the other:


If to the Company:


Ibis Technology Corporation

32 Cherry Hill Drive

Danvers, Massachusetts 01293

Attention:  William Schmidt

Fax:  (978) 777-6570


With a copy to:


Choate, Hall & Stewart LLP

Two International Place

100-150 Oliver Street

Boston, Massachusetts 02110

Attention:  Lawrence H. Gennari

Fax:  (617) 248-4000


Section 15.             Registration
Rights.   The initial Warrantholder is entitled to the benefit of
certain registration rights with respect to the shares of Common Stock issuable
upon the exercise of this Warrant as provided in the Registration Rights
Agreement, and any subsequent Warrantholder may be entitled to such rights.


Section 16.             
Successors.   All the covenants and provisions hereof by or for the
benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.


Section 17.             Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.   This Warrant
shall be governed by, and construed in accordance with, the internal laws of
the State of 



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New
York, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant,
the Warrantholder, each irrevocably submits to the exclusive jurisdiction of
the courts of the State of New York located in New York County and the United
States District Court for the Southern District of New York for the purpose of
any suit, action, proceeding or judgment relating to or arising out of this
Warrant and the transactions contemplated hereby.  Service of process in connection with any
such suit, action or proceeding may be served on each party hereto anywhere in
the world by the same methods as are specified for the giving of notices under
this Warrant.  The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to
the laying of venue in such court.  The
Company and, by accepting this Warrant, the Warrantholder, each irrevocably
waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.  EACH OF THE COMPANY AND, BY ITS ACCEPTANCE
HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN
ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS
BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


Section 18.             Cashless
Exercise.   The Warrantholder may elect to receive, without the payment
by the Warrantholder of the aggregate Warrant Price in respect of the shares of
Common Stock to be acquired, shares of Common Stock of equal value to the value
of this Warrant, or any specified portion hereof, by the surrender of this
Warrant (or such portion of this Warrant being so exercised) together with a
Net Issue Election Notice, in the form annexed hereto as Appendix B, duly
executed, to the Company.  Thereupon, the
Company shall issue to the Warrantholder such number of fully paid, validly
issued and nonassessable shares of Common Stock as is computed using the
following formula:




	
  X

  	
   

  	
  =

  	
   

  	
  Y (A - B)

  
	
   

  	
   

  	
   

  	
   

  	
  A

  






 


where


X =          the number of shares of Common Stock
to which the Warrantholder is entitled upon such cashless exercise;


Y =          the total number of shares of Common
Stock covered by this Warrant for which the Warrantholder has surrendered
purchase rights at such time for cashless exercise (including both shares to be
issued to the Warrantholder and shares as to which the purchase rights are to
be canceled as payment therefor);


A =         the “Market Price” of one share of
Common Stock as at the date the net issue election is made; and



 12















B =          the
Warrant Price in effect under this Warrant at the time the net issue election
is made.


Section 19.             No Rights as Stockholder.   Prior
to the exercise of this Warrant, the Warrantholder shall not have or exercise
any rights as a stockholder of the Company by virtue of its ownership of this
Warrant.


Section 20.             Amendment; Waiver.   This
Warrant is one of a series of Warrants of like tenor issued by the Company
pursuant to the Purchase Agreement and initially covering an aggregate of
1,483,781 shares of Common Stock (collectively, the “Company Warrants”).  Any term of this Warrant may be amended or
waived (including the adjustment provisions included in Section 8 of this
Warrant) upon the written consent of the Company and the holders of Company
Warrants representing at least 50% of the number of shares of Common Stock then
subject to all outstanding Company Warrants (the “Majority Holders”); provided,
that (x) any such amendment or waiver must apply to all Company Warrants; and
(y) the number of Warrant Shares subject to this Warrant, the Warrant Price and
the Expiration Date may not be amended, and the right to exercise this Warrant
may not be altered or waived, without the written consent of the Warrantholder.


Section 21.             Section Headings.   The
section headings in this Warrant are for the convenience of the Company and the
Warrantholder and in no way alter, modify, amend, limit or restrict the
provisions hereof.



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IN WITNESS WHEREOF, the Company has caused this
Warrant to be duly executed, as of the ______ day of May, 2007.


IBIS TECHNOLOGY CORPORATION


By:___________________________


Name:
William Schmidt


Title: Chief Financial Officer



 14
 









APPENDIX A

IBIS TECHN1OLOGY CORPORATION

WARRANT EXERCISE FORM


To Ibis Technology Corporation:


The undersigned hereby irrevocably elects to exercise
the right of purchase represented by the within Warrant (“Warrant”) for, and to
purchase thereunder by the payment of the Warrant Price and surrender of the
Warrant, _______________ shares of Common Stock (“Warrant Shares”) provided for
therein, and requests that certificates for the Warrant Shares be issued as
follows:


_______________________________


Name


________________________________


Address


________________________________


________________________________


Federal Tax ID or Social Security No.


and delivered by (certified
mail to the above address, or


(electronically (provide DWAC
Instructions:___________________), or


(other (specify):
__________________________________________).


and,
if the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.


	
  Dated: ___________________,
  ____

  	
   

  	
   

  
	
  Note: The
  signature must correspond with

  	
   

  	
  Signature:______________________________

  
	
  the name of the
  Warrantholder as written

  	
   

  	
   

  
	
  on the first page
  of the Warrant in every

  	
   

  	
  ______________________________

  
	
  particular,
  without alteration or enlargement

  	
   

  	
  Name (please print)

  
	
  or any change
  whatever, unless the Warrant

  	
   

  	
   

  
	
  has been
  assigned.

  	
   

  	
  ______________________________

  
	
   

  	
   

  	
  ______________________________

  
	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
  ______________________________

  
	
   

  	
   

  	
  Federal Identification or

  
	
   

  	
   

  	
  Social Security No.

  



 



 15
 









Assignee:


_______________________________


_______________________________


_______________________________



 16
 









APPENDIX B

IBIS TECHNOLOGY CORPORATION

NET ISSUE ELECTION NOTICE


To: Ibis Technology
Corporation


Date:[_________________________]


The undersigned
hereby elects under Section 18 of this Warrant to surrender the right to
purchase [____________] shares of Common Stock pursuant to this Warrant and
hereby requests the issuance of [_____________] shares of Common Stock.  The certificate(s) for the shares issuable
upon such net issue election shall be issued in the name of the undersigned or
as otherwise indicated below.


_________________________________________


Signature


_________________________________________


Name for Registration


_________________________________________


Mailing Address



 17