EXHIBIT 10.44 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM...Warrant Agreement • January 11th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories
EXHIBIT 2.1 OPTION AGREEMENT This Option Agreement is entered into this 3rd day of the month of October 2002, in Milan, by and between: (1) IMPCO Technologies Inc., a company incorporated and existing under the laws of State of Delaware U.S.A. with...Option Agreement • December 20th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories
EXHIBIT 1.1 Underwriting Agreement May __, 2000 FleetBoston Robertson Stephens Inc. CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation As Representatives of the several Underwriters c/o FleetBoston Robertson Stephens Inc....Underwriting Agreement • June 14th, 2000 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
AGREEMENT ---------Security Agreement • March 26th, 2001 • Impco Technologies Inc • Motor vehicle parts & accessories • California
EXHIBIT 10.43 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 11, 2002, between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and IMPCO Technologies, Inc., a...Registration Rights Agreement • January 11th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
EXHIBIT 10.2 SHAREHOLDERS AGREEMENT This Shareholders Agreement is entered into on this [-]th day of 2003 by and between: (1) IMPCO Technologies Inc., a company incorporated and existing under the laws of State of Delaware U.S.A., with registered...Shareholders Agreement • December 20th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories
EXHIBIT 10.48 STOCK PURCHASE AGREEMENT ------------------------ IMPCO Technologies, Inc. 16804 Gridley Place Cerritos, California 90703 Ladies & Gentlemen: The undersigned, ___________________ (the "Investor"), hereby confirms its agreement with you...Stock Purchase Agreement • May 10th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories • California
AGREEMENTInvestment Agreement • April 7th, 2000 • Impco Technologies Inc • Motor vehicle parts & accessories
Date]Lock-Up Agreement • December 20th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories
The undersigned has entered into that certain Option Agreement dated 3 October, 2002 (the "Agreement"), by and among the Sellers and IMPCO Technologies, Inc. ("IMPCO"), providing for the granting of an option for the acquisition by IMPCO of a 50% interest in BRC S.r.l. pursuant to the terms and conditions of the Agreement and of the Sale and Purchase Agreement. The terms and conditions of the Lock-Up Agreement are defined in Section 1.4 and its execution is required pursuant to Section 2.2.4 of the Agreement and, accordingly, this Lock-Up Agreement is incorporated in its entirety into the Agreement. Unless defined otherwise in this Lock-Up Agreement, all defined terms set forth herein shall have the meaning ascribed to them in the Agreement.
RECITALSBusiness Loan Agreement • July 29th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories • California
EXHIBIT 2.2 SALE AND PURCHASE AGREEMENT This Agreement is entered into on [*], 2003, in [*], by and between: (1) IMPCO Technologies Inc., a company incorporated and existing under the laws of State of Delaware U.S.A. with registered offices at 16804,...Sale and Purchase Agreement • December 20th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories
IMPCO EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2000 • Impco Technologies Inc • Motor vehicle parts & accessories • California
Exhibit 10.54 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made on April 1, 2002 by and among IMPCO Technologies, Inc., a Delaware corporation ("IMPCO") and Dale L. Rasmussen ("Employee"). Capitalized terms not otherwise defined in this Agreement...Employment Agreement • July 29th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories • California
Exhibit 10.33 STOCK TRANSFER AGREEMENT by and between Quantum Technologies Worldwide, Inc.Stock Transfer Agreement • July 9th, 2001 • Impco Technologies Inc • Motor vehicle parts & accessories • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of June 30, 1999Stockholder Protection Rights Agreement • July 7th, 1999 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
CONTENTSRegistration Rights Agreement • July 9th, 2001 • Impco Technologies Inc • Motor vehicle parts & accessories • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 1997 • Airsensors Inc • Motor vehicle parts & accessories • California
IMPCO TECHNOLOGIES, INC. [ ] Shares Common Stock UNDERWRITING AGREEMENT Dated [trade date]Underwriting Agreement • January 21st, 2005 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
IMPCO Technologes, Inc., a Delaware corporation (the “Company”), proposes to issue and sell [ ] shares (the “Firm Shares”) of its Common Stock, par value $0.001 per share (the “Common Stock”), and also proposes to issue and sell to the Underwriters listed in Schedule A hereto (the “Underwriters”), at the option of the Underwriters, an aggregate of not more than [ ] additional shares (the “Additional Shares”) of Common Stock as set forth below. The Firm Shares and the Additional Shares are herein collectively called the “Shares.” The terms, “herein,” “hereof,” “hereto,” “hereinafter” and similar terms, as used in this Agreement, shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Agreement.
EXHIBIT 10.42 COMMON STOCK AND WARRANTS PURCHASE AGREEMENTCommon Stock and Warrants Purchase Agreement • January 11th, 2002 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
AMENDMENT NO. TWO TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • July 29th, 1998 • Impco Technologies Inc • Motor vehicle parts & accessories
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of June 27, 2006 between FUEL SYSTEMS SOLUTIONS, INC. and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights AgentStockholder Protection Rights Agreement • August 25th, 2006 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
WHEREAS, the Board of Directors of the Company has (a) authorized and declared a dividend of one right (“Right”) in respect of each share of Common Stock (as hereinafter defined) held of record as of the close of business on the effective date of the reorganization (the “Record Time”) involving the Company, IMPCO Technologies, Inc., a Delaware corporation (“IMPCO”), and IMPCO Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to the Agreement and Plan of Reorganization by and among the Company, IMPCO and Merger Sub, dated as of June 27, 2006, and payable in respect of each such share on the Record Time and (b) as provided in Section 2.4, authorized the issuance of one Right in respect of each share of Common Stock issued after the Record Time and prior to the Separation Time (each as hereinafter defined) and, to the extent provided in Section 5.3, each share of Common Stock issued after the Separation Time;
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULLET-TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions") 1.1 Parties: This Lease ("Lease"), dated for reference...Standard Industrial/Commercial Single-Tenant Lease - Net • July 29th, 1998 • Impco Technologies Inc • Motor vehicle parts & accessories
OPTION AGREEMENTOption Agreement • July 29th, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories
accounting situation (the “Due Diligence”); from 13 May 2002 to 14 May 2002 the Sellers carried out a due diligence on Impco’s legal and accounting situation.
Exhibit 10.15 LOAN AGREEMENTLoan Agreement • July 29th, 1999 • Impco Technologies Inc • Motor vehicle parts & accessories
JOINT VENTURE AGREEMENT MINDA IMPCO TECHNOLOGIES LIMITEDJoint Venture Agreement • April 15th, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories • Delhi
IMPCO Technologies Inc., a company incorporated under the laws of the State of Delaware U.S.A. and having its principal office of business at 16804 Gridley Place, Cerritos, California 90703, U.S.A. (hereinafter referred to as ‘IMPCO’, which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns), through Ms. Pearl Kamdar a duly authorized person and Director of Asia-Pacific Operations,
EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • October 25th, 2004 • Impco Technologies Inc • Motor vehicle parts & accessories • Delaware
THIS EQUITY INTEREST PURCHASE AGREEMENT dated as of October 22, 2004 between and among Mariano Costamagna and Pier Antonio Costamagna, each a natural person and a citizen and resident of the Italian Republic (collectively the “Founders”); B.R.C. Società a Responsabilità Limitata, an Italian limited liability company (“BRC”); M.T.M. Società a Responsabilità Limitata, an Italian limited liability company (“MTM”); and IMPCO Technologies, Inc., a Delaware corporation with its principal place of business located in the State of California in the United States (“IMPCO”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed in Section 1.1.
EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2004 • Impco Technologies Inc • Motor vehicle parts & accessories • California
THIS EMPLOYMENT AGREEMENT is made on January 5, 2004 by and among IMPCO Technologies, Inc., a Delaware corporation (“IMPCO”) and Brad Garner (“Employee”). Capitalized terms not otherwise defined in this Agreement shall have the meanings specified in Section 5 unless the context otherwise requires.
LOAN AGREEMENT THE UNDERSIGNED: 1. DEPA HOLDING B.V., a limited liability company duly organized under the laws of The Netherlands, having its principal place of business at Koningsweg 7 in (6816 TA) Arnhem, hereinafter referred to as "HOLDING CO.",...Loan Agreement • November 15th, 1995 • Airsensors Inc • Motor vehicle parts & accessories
LIMITED WAIVERLimited Waiver • May 18th, 2005 • Impco Technologies Inc • Motor vehicle parts & accessories
This LIMITED WAIVER (this “Waiver”), dated May 9, 2005, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 135 South LaSalle Street, Chicago, Illinois 60603, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 16804 Gridley Place, Cerritos, California 90703 (the “Borrower”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 6th, 2005 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated March 29, 2005, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 135 South LaSalle Street, Chicago, Illinois 60603, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 16804 Gridley Place, Cerritos, California 90703 (the “Borrower”).
LOAN AGREEMENTLoan Agreement • December 29th, 2004 • Impco Technologies Inc • Motor vehicle parts & accessories • Delaware
This LOAN AGREEMENT (this “Agreement”) is made this 23rd day of December, 2004 by and between IMPCO Technologies, Inc., a Delaware corporation (“Borrower”), and M.T.M. Società a Responsabilità Limitata, an Italian limited liability company (“Lender”).
CONSULTING AGREEMENTConsulting Agreement • December 29th, 2004 • Impco Technologies Inc • Motor vehicle parts & accessories • California
This Consulting Agreement (“Agreement”) is made and entered into this 23rd day of December, 2004, by and between IMPCO Technologies, Inc., a Delaware Corporation (hereafter “the Company” or “IMPCO”) and Robert Stemmler (hereafter “Consultant”).
WAIVER AND AGREEMENTWaiver and Agreement • May 10th, 2004 • Impco Technologies Inc • Motor vehicle parts & accessories
THIS WAIVER AND AGREEMENT (this “Waiver and Agreement”), dated May 7, 2004, is by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), the financial institutions which from time to time become a party to the Loan Agreement, hereinafter defined (collectively, the “Lenders” and individually, a “Lender”), LaSalle as agent for Lenders (in such capacity, “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).
LIMITED WAIVERLimited Waiver • April 3rd, 2006 • Impco Technologies Inc • Motor vehicle parts & accessories
This LIMITED WAIVER (this “Waiver”), dated March 28, 2006, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 135 South LaSalle Street, Chicago, Illinois 60603, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 16804 Gridley Place, Cerritos, California 90703 (the “Borrower”).
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • July 29th, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories
