THIS WARRANT IS A RESTRICTED SECURITY WITHIN THE MEANING OF THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT (I) REGISTRATION UNDER THE ACT AND
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF
APPLICABLE STATE SECURITIES LAWS (II) OR THE DELIVERY TO THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND FROM THE
REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES
LAWS ARE AVAILABLE OR THAT SUCH OFFER, SALE, PLEDGE OR TRANSFER MAY
OTHERWISE LAWFULLY BE MADE UNDER APPLICABLE FEDERAL AND STATE SECURITIES
LAWS (PROVIDED THAT NO SUCH OPINION SHALL BE REQUIRED TO BE DELIVERED TO THE
COMPANY IN THE EVENT THAT THE HOLDER OF THE WARRANT DELIVERS TO THE
COMPANY A CERTIFICATE SIGNED BY THE HOLDER THEREOF IN A FORM SATISFACTORY
TO THE COMPANY VERIFYING THAT THE REQUIREMENTS OF RULE 144 PROMULGATED
UNDER THE ACT HAVE BEEN SATISFIED WITH RESPECT TO SUCH OFFER, SALE, PLEDGE OR
THIS WARRANT AND THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.
Void after June 30, 2005
OMNIVISION TECHNOLOGIES, INC.
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, Michael D. Angel (the "Holder") is entitled, upon the terms and
subject to the conditions hereinafter set forth, to subscribe for and purchase up to 20,000 shares of the fully paid
and nonassessable Common Stock (the "Shares"), of OmniVision Technologies, Inc., a Delaware corporation
(the "Company"), at the price of $32.80 per Share (the "Exercise Price"), subject to the provisions and upon the
terms and conditions hereinafter set forth.
1. Method of Exercise; Payment.
(a) Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder from time to
time, in whole or in part, by the surrender of this Wa