**Exhibit 10.3**THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR WITH ANY STATE SECURITYCOMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENSE OF AREGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE ACT AND APPLICABLE STATE LAWS AND RULES, OR,UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUTVIOLATION OF THE ACT AND OTHER APPLICABLE STATE LAWS AND RULES.WARRANT TO PURCHASE COMMON STOCKOFTHERMA-WAVE, INC.   W-___ ___, 2005          This is to certify that, FOR VALUE RECEIVED, ___or assigns (“Holder”), isentitled to purchase, subject to the provisions of this Warrant, from Therma-Wave, Inc., a Delawarecorporation (“Company”), ______ (___) fully paid, validly issued andnonassessable shares of Common Stock of the Company (“Common Stock”) at a price of $1.55 per share(as adjusted from time to time in accordance with the terms hereof, the “Exercise Price”)at any time or from time to time during the period from May 22, 2006 through November 22, 2010,provided, however, if either such day is a day on which banking institutions in theState of California are authorized by law to close, then on the next succeeding day which shall notbe such a day (the “Exercise Period”) upon 61 days prior written notice or upon a Change ofControl (as defined below) occurring during the Exercise Period. This Warrant is one of a seriesof warrants (collectively, the “Warrants”) originally issued in connection with a privateplacement of the Company’s common stock pursuant to a Stock Purchase Agreement dated November 18,2005 (the “Purchase Agreement”).          The number of shares of Common Stock to be received upon the exercise of the Warrants and theExercise Price may be adjusted from time to time as hereinafter set forth. The shares of CommonStock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimesreferred to as “Warrant Shares”.     (a) EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part at any time orfrom time to time during the Exercise Period by presentation and surrender hereof to the Company atits principal office, or at the office of its stock transfer agent, if any, with the Purchase Formannexed hereto duly executed and accompanied by payment of the Exercise Price for the number ofWarrant Shares specified in such form, and the date such items are received by the Company is an“Exercise Date.” The Holder shall pay the Exercise Price (i) in cash, by certified bankcheck payable to the order of the Company or by wire transfer of immediately available funds inaccordance with the Company’s instructions or (ii) if the Current Market Value (as defined below)exceeds the Exercise Price, by means of a “cashless exercise”, by presenting and surrendering tothe Company this Warrant, in which event the Company shall issue to the Holder the number ofWarrant Shares determined as follows:
 

 
     X = Y [(A-B)/A]   ` where:     X = the number of Warrant Shares tobe issued to the Holder upon such cashless exercise;     Y = the number of Warrant Shareswith respect to which this Warrant is being exercised;     A = the Current Market Value on theExercise Date; and     B = the Exercise Price.As soon as practicable after each such exercise of the warrants, and in any event within three (3)business days thereafter, the Company shall issue and deliver to the Holder a certificate orcertificate for the Warrant Shares issuable upon such exercise, registered in the name of theHolder or its designee. If this Warrant should be exercised in part only, the Company shall, uponsurrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rightsof the Holder thereof to purchase the balance of the Warrant Shares purchasable hereunder. Uponreceipt by the Company of this Warrant at its office, or by the stock transfer agent of the Companyat its office, in proper form for exercise, the Holder shall be deemed to be the holder of recordof the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transferbooks of the Company shall then be closed or that certificates representing such shares of CommonStock shall not then be physically delivered to the Holder.     (b) RESERVATION OF SHARES. The Company shall at all times reserve, and keep available, solelyfor issuance and/or delivery upon exercise of this Warrant such number of shares of its CommonStock as shall be required for issuance and delivery upon exercise of the Warrants.     (c) PAYMENT OF TAXES AND EXPENSES. The Company and Holder shall each pay one-half of anyrecording, filing, stamp or similar tax which may be payable in respect of any transfer involved inthe issuance of, and the preparation and delivery of certificates (if applicable) representing, (i)any Warrant Shares purchased upon exercise of this Warrant and/or (ii) new or replacement warrantsin the Holder’s name or the name of any transferee of all or any portion of this Warrant.     (d) FRACTIONAL SHARES. No fractional shares or script representing fractional shares shall beissued upon the exercise of this Warrant. With respect to any fraction of a share called for uponany exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fractionmultiplied by the “Current Market Value” of a share, determined as follows:     (1) If the Common Stock is listed on a national securities exchange or admitted tounlisted trading privileges on such exchange or listed for trading on the
 

 
Nasdaq National Market, the Current Market Value shall be the last reported sale priceof the Common Stock on such exchange or market on the last business day prior to the date ofexercise of this Warrant or if no such sale is made on such day, the average closing bid andasked prices for such day on such exchange or market; or     (2) If the Common Stock is not so listed or admitted to unlisted trading privileges,but is traded on the Nasdaq SmallCap Market, the Current Market Value shall be the closingprice for such day on such market and if the Common Stock is not so traded, the CurrentMarket Value shall be the mean of the last reported bid and asked prices reported by theNational Quotation Bureau, Inc. on the last business day prior to the date of the exerciseof this Warrant; or     (3) If the Common Stock is not so listed or admitted to unlisted trading privileges andbid and asked prices are not so reported, the Current Market Value shall be an amount, notless than book value thereof as at the end of the most recent fiscal year of the Companyending prior to the date of the exercise of the Warrant, determined in such reasonablemanner as may be prescribed by the Board of Directors of the Company (the “Board”).     (e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rightsof a stockholder in the Company, either at law or equity, and the rights of the Holder are limitedto those expressed in the Warrant and are not enforceable against the Company except to the extentset forth herein.     (f) ADJUSTMENT PROVISIONS. The Exercise Price in effect at any time and the number and kindof securities purchasable upon the exercise of the Warrants shall be subject to adjustment fromtime to time upon the happening of certain events as follows:     (1) In case the Company shall (i) declare a dividend or make a distribution on itsoutstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassifyits outstanding shares of Common Stock into a greater number of shares, or (iii) combine orreclassify its outstanding shares of Common Stock into a smaller number of shares, theExercise Price in effect at the time of the record date for such dividend or distribution orof the effective date of such subdivision, combination or reclassification shall be adjustedso that it shall equal the price determined by multiplying the Exercise Price by a fraction,the denominator of which shall be the number of shares of Common Stock outstanding aftergiving effect to such action, and the numerator of which shall be the number of shares ofCommon Stock outstanding immediately prior to such action. Such adjustment shall be madesuccessively whenever any event listed above shall occur.     (2) Whenever the Exercise Price payable upon exercise of each Warrant is adjustedpursuant to Subsection (1) above, the number of Shares purchasable upon exercise of thisWarrant shall simultaneously be adjusted by multiplying the number of Shares initiallyissuable upon exercise of this Warrant by the Exercise Price in effect on the date hereofand dividing the product so obtained by the Exercise Price, as adjusted.
 

 
     (3) In the event that at any time, as a result of an adjustment made pursuant toSubsection (1) above, the Holder of this Warrant thereafter shall become entitled to receiveany shares of the Company, other than Common Stock, thereafter the number of such othershares so receivable upon exercise of this Warrant shall be subject to adjustment from timeto time in a manner and on terms as nearly equivalent as practicable to the provisions withrespect to the Common Stock contained in Subsections (1) and (2) above.     (4) Irrespective of any adjustments in the Exercise Price or the number or kind ofshares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issuedmay continue to express the same price and number and kind of shares as are stated in thesimilar Warrants initially issuable pursuant to this Agreement.     (5) The Exercise Price may be adjusted from time to time in the same manner in whichadjustments are made to the Conversion Price (as defined in the Certificate of Designation)in accordance with Section 6C of the Certificate of Designation of Rights, Preferences andPrivileges of the Series B Convertible Preferred Stock (the “Certificate ofDesignation”); provided, however, that in no event shall the Exercise Price be reducedbelow $1.40 (as adjusted for any stock dividends, combinations, reclassifications orsplits).     (6) Upon the occurrence of each adjustment pursuant to this Section (f), theCompany will promptly deliver to the Holder a certificate executed by the Company’s ChiefFinancial Officer setting forth, in reasonable detail, the event requiring such adjustmentand the method by which such adjustment was calculated, the adjusted Exercise Price and theadjusted number or type of Warrant Shares or other securities issuable upon exercise of thisWarrant (as applicable). The Company will retain at its office copies of all suchcertificates and cause the same to be available for inspection at said office during normalbusiness hours by the Holder or any prospective purchaser of the Warrant designated by theHolder.     (g) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any reclassification, capitalreorganization or other change of outstanding shares of Common Stock of the Company, or in case ofany consolidation or merger of the Company with or into another corporation (other than a mergerwith a subsidiary in which merger the Company is the continuing corporation and which does notresult in any reclassification, capital reorganization or other change of outstanding shares ofCommon Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease orconveyance to another corporation of the property of the Company as an entirety, the Company shall,as a condition precedent to such transaction, cause effective provisions to be made so that theHolder shall have the right thereafter by exercising this Warrant at any time prior to theexpiration of the Warrant, to purchase the kind and amount of shares of stock and other securitiesand property receivable upon such reclassification, capital reorganization and other change,consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock whichmight have been purchased upon exercise of this Warrant immediately prior to such reclassification,change, consolidation, merger, sale or conveyance. Any such provision shall include provision foradjustments which shall be as nearly equivalent as may be practicable to the adjustments providedfor in this Warrant. The foregoing
 

 
provisions of this Section (g) shall similarly apply to successive reclassifications, capitalreorganizations and changes of shares of Common Stock and to successive consolidations, mergers,sales or conveyances. In the event that in connection with any such capital reorganization orreclassification, consolidation, merger, sale or conveyance, additional shares of Common Stockshall be issued in exchange, conversion, substitution or payment, in whole or in part, for asecurity of the Company other than Common Stock, any such issue shall be treated as an issue ofCommon Stock covered by the provisions of Subsection (1) of Section (f) hereof.     (h) REGISTRATION RIGHTS. The holders of the Warrants and the Warrant Shares or theirtransferees shall have the registration rights set forth in the Registration Rights Agreement datedNovember 22, 2005 between the Company and each of the signatories to the Purchase Agreement.     (i) REDEMPTION. In the event of a Change of Control (as defined below) during the periodbetween the date of issuance of this Warrant and the expiration of the Exercise Period, prior tosuch Change of Control, the Company shall give fifteen (15) days prior written notice of suchChange of Control describing in reasonable detail the material terms and anticipated date ofconsummation thereof to the Holder. The Holder may, upon five (5) days prior written notice at anytime thereafter but prior to the Change of Control, at his or her option, require the Company torepurchase for cash this Warrant, at the election of the Holder (i) for the amount the Holder wouldhave received in a complete liquidation occurring immediately prior to the Change of Control of theCompany pursuant to the terms of the Company’s Certificate of Incorporation, had this Warrant beenexercised by means of a “cashless exercise” pursuant to Section (a) immediately prior to suchliquidation or (ii) the amount the Holder would have received if the Holder was permitted toexercise the Warrant by means of a “cashless exercise” pursuant to Section (a) immediately prior tothe Change of Control. If the Change of Control is a transaction in which the Common Stock of theCompany is being sold for stock or securities of another entity, the Holder may elect to receivesuch stock or securities in lieu of cash; provided, however, under no circumstancesmay such Holder elect to receive voting securities in the Company     Any payment of consideration under this Section (i) shall be contingent upon the actualclosing of the Change of Control transaction.     For purposes of this Section (i) and Section (j), “Change of Control” shall mean anyof the events described below:     (1) The occurrence of any event that would, if known to the Company’s management, berequired to be reported by the Company under Item 5.01(a) of Form 8-K pursuant to theSecurities Exchange Act of 1934 (the “Exchange Act”); or     (2) The acquisition or receipt, in any manner, by any person (as defined for purposesof the Exchange Act) or any group of persons acting in concert, of direct or indirectbeneficial ownership (as defined for purposes of the Exchange Act) of fifty percent (50%) ormore of the combined voting securities ordinarily having the right to vote for the electionof directors of the Company; provided that the following shall not
 

 
constitute a Change of Control: (i) any acquisition directly from the Company; (ii) anyacquisition by the Company or any of its affiliates, or (iii) any acquisition by anyemployee benefit plan (or related trust) sponsored or maintained by the Company or any ofits affiliates; or     (3) A change in the constituency of the Board with the result that individuals (the“Incumbent Directors”) who are members of the Board as of the date of this Warrantcease for any reason to constitute at least a majority of the Board; provided that anyindividual who is elected to the Board after the date of this Warrant and whose nominationfor election was unanimously approved by the Incumbent Directors shall be considered anIncumbent Director beginning on the date of his or her election to the Board; or     (4) Consummation of a merger, consolidation or reorganization involving the Company,unless such merger, consolidation or reorganization results in the voting securities of theCompany outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity or parentthereof) more than fifty percent (50%) of the total voting power represented by the votingsecurities of the Company or such surviving entity or parent thereof outstanding immediatelyafter such merger, consolidation or reorganization; or     (5) A complete liquidation or dissolution of the Company;     (6) A sale, exchange or other disposition or transfer of all or substantially all ofthe Company’s business or assets, other than pursuant to a spin-off or comparabletransaction in which the transferee is controlled by the Company or its existingstockholders immediately prior to such transfer; or     (7) execution of a binding agreement with respect to a transaction that, if completed,would constitute or result in a Change of Control.     (j) TERMINATION OF WARRANT. In addition to the termination of this Warrant pursuant to thesecond paragraph of Section (i) hereof, this Warrant shall expire and shall no longer beexercisable on 5:00 p.m., California local time, on November 22, 2010; provided,however, if either such day is a day on which banking institutions in the State ofCalifornia are authorized by law to close, then on the next succeeding day which shall not be sucha day.     (k) MODIFICATIONS AND WAIVERS. The provisions of this Warrant may from time to time beamended, modified or waived, if such amendment, modification or waiver is applicable to all of theWarrants and is in writing and consented to by the Company and the holders of at least a majorityof the outstanding Warrants and Warrant Shares. Any such amendment, modification or waiver shall bebinding upon the holder of this Warrant (and any assignee thereof) regardless of whether the Holderconsented to such amendment, modification or waiver; provided that nothing shall prevent theCompany and a registered holder from consenting to amendments and modifications to this Warrantwhich affect or are applicable to such registered holder only.
 

 
     (l) ASSIGNMENT. Holder may sell, transfer or assign this Warrant without the prior writtenconsent of the Company.     (m) GOVERNING LAW. This Warrant shall be governed by and construed under the laws of theState of Delaware (without giving effect to any conflicts or choice of law provisions thereof thatwould cause the application of the domestic substantive laws of any other jurisdiction).     (n) NOTICES. Any and all notices or other communications or deliveries hereunder shall be inwriting and shall be mailed by a nationally recognized courier service or delivered (in person orby facsimile), against receipt to the party to whom such notice or other communication is to begiven. The address for such notices or communications shall be as set forth in the PurchaseAgreement entered into by the Holder and the Company. Any notice or other communication given bymeans permitted by this Section (n) shall be deemed given at the time of receipt thereof.     (o) NO IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation orthrough any reorganization, transfer of assets, consolidation, merger, dissolution, issuance orsale of securities, sale or other transfer of any of its assets or properties, or any othervoluntary action, avoid or seek to avoid the observance or performance of any of the terms of thisWarrant, but will at all times in good faith assist in the carrying out of all such terms and inthe taking of all such action as may be necessary or appropriate in order to protect the rights ofthe Holder hereunder against impairment. Without limiting the generality of the foregoing, theCompany (a) will not increase the par value of any shares of Common Stock receivable upon theexercise of this Warrant above the amount payable therefor on such exercise, (b) will take allaction that may be necessary or appropriate in order that the Company may validly and legally issuefully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) willnot close its shareholder books or records in any manner which interferes with the timely exerciseof this Warrant.     (p) SEVERABILITY. In case any one or more of the provisions contained in this Warrant shallbe invalid, illegal or unenforceable in any respect, the validity, legality and enforceability ofthe remaining provisions contained herein shall not in any way be affected or impaired thereby.The parties shall endeavor in good faith negotiations to replace the invalid, illegal orunenforceable provisions with valid provisions the economic effect of which comes as close aspossible to that of the invalid, illegal or unenforceable provisions.     (q) SECURITIES LAWS. Upon any issuance of Warrant Shares upon exercise of this Warrant, theCompany will be required to comply with the requirements of (1) the Securities Act, (2) theExchange Act, as amended, (3) any applicable listing requirements of any national securitiesexchange, (4) any state securities regulation or “Blue Sky” laws, and (5) requirements under anyother law or regulation applicable to the issuance or transfer of such shares. If required by theCompany, in connection with each issuance of Warrant Shares upon exercise of this Warrant, theHolder will give (x) assurances in writing, satisfactory to the Company, that such shares are notbeing purchased with a view to the distribution thereof in violation of applicable laws, (y)sufficient representations, warranties and information, in writing, to enable the Company to relyon exemptions from the registration or qualification requirements of
 

 
applicable laws, if available, with respect to such exercise, and (z) the Holder’s cooperationto the Company in connection with such compliance.       THERMA-WAVE, INC.       By:         Name:  Title:
 

 
   PURCHASE FORM    Dated                                                                      The undersigned hereby irrevocably elects to exercise the within Warrant to the extent ofpurchasing                     shares of Common Stock and hereby makes payment of $ in payment ofthe actual exercise price thereof.         INSTRUCTIONS FOR REGISTRATION OF STOCK           Name           (Please typewrite or print in block letters)         Address                    Signature            ASSIGNMENT FORM          FOR VALUE RECEIVED,                                                               hereby sells, assigns and transfers unto       Name           (Please typewrite or print in block letters)         Address         the right to purchase Common Stock represented by this Warrant to the extent of shares as to whichsuch right is exercisable and does hereby irrevocably constitute and appoint Attorney, to transferthe same on the books of the Company with full power of substitution in the premises.       Date                Signature