Option to Purchase
1,700 Units
AMERIGON INCORPORATED
UNIT PURCHASE OPTION
Dated: _________________, 1997
THIS CERTIFIES THAT_______ (herein sometimes called the "Holder") is
entitled to purchase from Amerigon Incorporated, a California corporation
(hereinafter called the "Company"), at the prices and during the periods as
hereinafter specified, up to ONE THOUSAND SEVEN HUNDRED (1,700) Units
("Units"), each Unit consisting of 280 shares of the Company's Class A Common
Stock, no par value, as now constituted ("Class A Common Stock"), and 280
warrants to purchase Class A Common Stock ("Class A Warrants"). Each Class A
Warrant is exercisable to purchase one share of Class A Common Stock at an
exercise price of $______ from ________, 2000 to ________, 2002. The Class A
Warrants are herein referred to as the "Warrants."
The Units have been registered under a Registration Statement on
Form S-2, (File No. 333-17401) declared effective by the Securities and Exchange
Commission on _________, 1997 (the "Registration Statement"). This Option,
together with options of like tenor, constituting in the aggregate options (the
"Options") to purchase 1,700 Units, subject to adjustment in accordance with
Section 8 of this Option (the "Option Units"), was originally issued pursuant to
an underwriting agreement between the Company and X.X. Xxxxx Investment Banking
Corp., as underwriter (the "Underwriter") in connection with a public offering
(the "Offering") of 17,000 Units (the "Public Units") through the Underwriter,
in consideration of $1.70 received for the Options.
Except as specifically otherwise provided herein, the Class A Common
Stock and the Warrants issued pursuant to the option herein granted (the
"Option") shall bear the same terms and conditions as described under the
caption "Description of Securities" in the Registration Statement, and the
Warrants shall be governed by the terms of the Warrant Agreement dated as of
__________, 1997 executed in connection with such public offering (the "Warrant
Agreement"), and except that (i) the holder shall have registration rights under
the Securities Act of 1933, as amended (the "Act"), for the Option, the Class A
Common Stock and the Warrants included in the Option Units, and the shares of
Class A Common Stock underlying the Warrants, as more fully described in
Section 6 of this Option and (ii) the Warrants issuable upon exercise of the
Option will be subject to redemption by the Company pursuant to the Warrant
Agreement only at any time after the Option has been exercised and the Warrants
underlying the Option Units are outstanding. Any such redemption shall be on
the same terms and conditions as the Warrants included in the Public Units (the
"Public Warrants"). The Company will list the Class A Common Stock underlying
this Option and, at the Holder's request
the Warrants, on the Nasdaq National Market, the Nasdaq SmallCap Market or such
other exchange or market as the Class A Common Stock or Public Warrants may then
be listed or quoted. In the event of any extension of the expiration date or
reduction of the exercise price of the Public Warrants, the same changes to the
Warrants included in the Option Units shall be simultaneously effected.
1. The rights represented by this Option shall be exercised at the
prices, subject to adjustment in accordance with Section 8 of this Option ("the
"Exercise Price"), and during the periods as follows:
(a) During the period from _______, 1997 to _______, 2000
inclusive, the Holder shall have no right to purchase any Option
Units hereunder, except that in the event of any merger,
consolidation or sale of all or substantially all the capital
stock or assets of the Company or in the case of any statutory
exchange of securities with another corporation (including any
exchange effected in connection with a merger of another
corporation into the Company) subsequent to _______, 2000, the
Holder shall have the right to exercise this Option and the
Warrants included herein at such time and receive the kind and
amount of shares of stock and other securities and property
(including cash) which a holder of the number of shares of Class
A Common Stock underlying this Option and the Warrants included
in this Option would have owned or been entitled to receive had
this Option been exercised immediately prior thereto.
(b) Between _______, 2000 and _______, 2002 inclusive, the
Holder shall have the option to purchase Option Units hereunder
at a price of $_______ per Unit. For purposes of the adjustments
under Section 8 hereof, the Per Share Exercise Price shall be
deemed to be $_______, subject to further adjustment as provided
in such Section 8.
(c) After _________, 2002 the Holder shall have no right to
purchase any Units hereunder.
2. (a) The rights represented by this Option may be exercised at
any time within the period above specified, in whole or in part, by (i) the
surrender of this Option (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the Holder
at the address of the Holder appearing on the books of the Company); and
(ii) payment to the Company of the exercise price then in effect for the number
of Option Units specified in the above-mentioned purchase form together with
applicable stock transfer taxes, if any. This Option shall be deemed to have
been exercised, in whole or in part to the extent specified, immediately prior
to the close of business on the date this Option is surrendered and payment is
made in accordance with the foregoing provisions of this Section 2, and the
person or persons in whose name or names the certificates for shares of Class A
Common Stock and
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Warrants shall be issuable upon such exercise shall become the holder or holders
of record of such Class A Common Stock and Warrants at that time and date. The
certificates for the Class A Common Stock and Warrants so purchased shall be
delivered to the Holder as soon as practicable but not later than ten (10) days
after the rights represented by this Option shall have been so exercised.
(b) At any time during the period above specified, during which
this Option may be exercised, the Holder may, at its option, exchange this
Option, in whole or in part (an "Option Exchange"), into the number of Option
Units determined in accordance with this Section (b), by surrendering this
Option at the principal office of the Company or at the office of its stock
transfer agent, accompanied by a notice stating such Xxxxxx's intent to effect
such exchange, the number of Option Units into which this Option is to be
exchanged and the date on which the Holder requests that such Option Exchange
occur (the "Notice of Exchange"). The Option Exchange shall take place on the
date specified in the Notice of Exchange or, if later, the date the Notice of
Exchange is received by the Company (the "Exchange Date"). Certificates for the
shares of Class A Common Stock and Warrants issuable upon such Option Exchange
and, if applicable, a new Option of like tenor evidencing the balance of the
Option Units remaining subject to this Option, shall be issued as of the
Exchange Date and delivered to the Holder within seven (7) days following the
Exchange Date. In connection with any Option Exchange, this Option shall
represent the right to subscribe for and acquire the number of Option Units
(rounded to the next highest integer) equal to (x) the number of Option Units
specified by the Holder in its Notice of Exchange up to the maximum number of
Option Units subject to this option (the "Total Number") less (y) the number of
Option Units equal to the quotient obtained by dividing (A) the product of the
Total Number and the existing Exercise Price by (B) the Fair Market Value.
"Fair Market Value" shall have the meaning indicated in Subsections (i) through
(iv) below for the aggregate value of all shares of Class A Common Stock and
Warrants which comprise a Unit:
(i) If the Class A Common Stock or Warrants are listed on a
national securities exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the Nasdaq
National Market or the Nasdaq SmallCap Market, the Fair Market Value
shall be the average of the last reported sale prices or the average
of the means of the last reported bid and asked prices, respectively,
of Class A Common Stock or Warrants, respectively, on such exchange or
market for the five (5) business days ending on the last business day
prior to the Exchange Date; or
(ii) If the Class A Common Stock or Warrants are not so listed or
admitted to unlisted trading privileges, the Fair Market Value shall
be the average of the means of the last reported bid and asked prices
of the Class A Common Stock or Warrants, respectively, for the five
(5) business days ending on the last business day prior to the
Exchange Date; or
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(iii) If the Class A Common Stock is not so listed or
admitted to unlisted trading privileges and bid and asked prices are
not so reported, the Fair Market Value shall be an amount, not less
than book value thereof as at the end of the most recent fiscal year
of the Company ending prior to the Exchange Date, determined in such
reasonable manner as may be prescribed by the Board of Directors of
the Company; or
(iv) If the Warrants are not so listed or admitted to unlisted
trading privileges, and bid and asked prices are not so reported for
Warrants, then Fair Market Value for the Warrants shall be an amount
equal to the difference between (i) the Fair Market Value of the
shares of Class A Common Stock which may be received upon the exercise
of the Warrants, as determined herein, and (ii) the Warrant Exercise
Price.
3. Neither this Option nor the underlying securities shall be
transferred, sold, assigned, or hypothecated, except that they may be
transferred to successors of the Holder, and may be assigned in whole or in part
to any person who is an officer of the Holder, any member participating in the
selling group relating to the Offering or any officer of such selling group
member. Any such assignment shall be effected by the Holder (i) executing the
form of assignment at the end hereof and (ii) surrendering this Option for
cancellation at the office or agency of the Company referred to in Section 2
hereof, accompanied by a certificate (signed by an officer of the Holder if the
Holder is a corporation), stating that each transferee is a permitted transferee
under this Section 3 hereof; whereupon the Company shall issue, in the name or
names specified by the Holder (including the Holder) a new Option or Options of
like tenor and representing in the aggregate rights to purchase the same number
of Option Units as are purchasable hereunder.
4. The Company covenants and agrees that all shares of Class A
Common Stock which may be issued as part of the Option Units purchased hereunder
and the Class A Common Stock which may be issued upon exercise of the Warrants
will, upon issuance, be duly and validly issued, fully paid and nonassessable
and no personal liability will attach to the holder thereof. The Company
further covenants and agrees that during the periods within which this Option
may be exercised, the Company will at all times have authorized and reserved a
sufficient number of shares of its Class A Common Stock to provide for the
exercise of this Option and that it will have authorized and reserved a
sufficient number of shares of Class A Common Stock for issuance upon exercise
of the Warrants included in the Option Units.
5. This Option shall not entitle the Holder to any voting rights or
any other rights, or subject to the Holder to any liabilities, as a stockholder
of the Company.
6. (a) The Company shall advise the Holder or its transferee,
whether the Holder holds the Option or has exercised the Option and holds Option
Units or any of the securities underlying the Option Units, by written notice at
least two weeks prior to the filing of any post-effective amendment to the
Registration Statement or of any new registration statement
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or post-effective amendment thereto under the Act (other than a registration
statement on Form S-4 or S-8 or any form substituting therefor or any other
limited purpose form that would not permit the inclusion of the Registrable
Securities) covering any securities of the Company, for its own account or for
the account of others, and will for a period of seven years from the effective
date of the Registration Statement, upon the request of the Holder, include in
any such post-effective amendment or registration statement, such information as
may be required to permit a public offering of the Option, all or any of the
Option Units, the Class A Common Stock or Warrants included in the Option Units
or the Class A Common Stock issuable upon the exercise of the Warrants (the
"Registrable Securities").
(b) If the Underwriter, X.X. Xxxxx & Co., Inc., X. Xxxxxx Xxxxx
or any 50% holder (as defined below) (each, a "Requesting Holder") shall give
notice to the Company at any time to the effect that such holder desires to
register under the Act this Option, the Option Units or any of the underlying
securities contained in the Option Units under such circumstances that a public
distribution (within the meaning of the Act) of any such securities will be
involved then the Company will promptly, but no later than four weeks after
receipt of such notice, file a post-effective amendment to the current
Registration Statement or a new registration statement on Form S-1 or such other
form as the holder requests pursuant to the Act, to the end that the Option, the
Option Units and/or any of the securities underlying the Option Units may be
publicly sold under the Act as promptly as practicable thereafter and the
Company will use its best efforts to cause such registration to become and
remain effective (including the taking of such steps as are necessary to obtain
the removal of any stop order) for a period of up to nine months or until the
distribution contemplated in the registration statement has been completed,
whichever first occurs (provided, that such nine month limitation shall be
extended indefinitely in the event the registration statement is on Form S-3 or
any successor thereto); provided, that such holder shall furnish the Company
with appropriate information in connection therewith as the Company may
reasonably request in writing. Any Requesting Holder may, at its option,
request the filing of a post-effective amendment to the current Registration
Statement or a new registration statement under the Act on two occasions during
the thirty month period beginning thirty months from the effective date of the
Registration Statement; provided, that the aggregate number of registrations
that may be requested by all Requesting Holders shall be limited to two. Any
Requesting Holder may, at its option request the registration of the Option
and/or any of the securities underlying the Option in a registration statement
made by the Company as contemplated by Section 6(a) or in connection with a
request made pursuant to this Section 6(b) prior to acquisition of the Option
Units issuable upon exercise of the Option and even though the Holder has not
given notice of exercise of the Option. Any Requesting Holder may, at its
option, request such post-effective amendment or new registration statement
during the described period with respect to the Option, the Option Units as a
unit, or separately as to the Class A Common Stock and/or Warrants included in
the Option Units and/or the Class A Common Stock issuable upon the exercise of
the Warrants, and such registration rights may be exercised by the Requesting
Holder prior to or subsequent to the exercise of the Option.
Within ten days after receiving any such notice pursuant to this
Section 6(b), the Company shall give notice to the other holders of the Options,
advising that the Company is
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proceeding with such post-effective amendment or registration statement and
offering to include therein the securities underlying the Options of the other
holders, provided that they shall furnish the Company with such appropriate
information (relating to the intentions of such holders) in connection therewith
as the Company shall reasonably request in writing. In the event demand for
registration is made by a Requesting Holder and the registration statement is
not filed within the period specified herein and in the event the registration
statement is not declared effective under the Act prior to ________, 2002, then,
at the holders' request, the Company shall purchase the Options from the holder
for a per option price equal to the difference between (i) the Fair Market Value
of the Class A Common Stock on the date of notice multiplied by the number of
shares of Class A Common Stock issuable upon exercise of the Option and the
underlying Warrants and (ii) the average per share purchase price of the Option
and each share of Class A Common Stock underlying the Option. All costs and
expenses of the first such post-effective amendment or new registration
statement under this paragraph 6(b) shall be borne by the Company, except that
the holders shall bear the fees of their own counsel and any underwriting
discounts or commissions applicable to any of the securities sold by them.
(c) The term "50% holder" as used in this Section 6 shall mean
the holder of at least 50% of the Class A Common Stock and the Warrants
underlying the Options (considered in the aggregate) and shall include any owner
or combination of owners of such securities, which ownership shall be calculated
by determining the number of shares of Class A Common Stock held by such owner
or owners as well as the number of shares then issuable upon exercise of the
Warrants.
(d) Whenever pursuant to Section 6 a registration statement
relating to any Registrable Securities is filed under the Act, amended or
supplemented, the Company shall (i) supply prospectuses and such other documents
as the Holder may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Securities, (ii) use its best efforts to
register and qualify any of the Registrable Securities for sale in such states
as such Holder designates (provided, that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Act), (iii) furnish
indemnification in the manner provided in Section 7 hereof, (iv) notify each
Holder of Registrable Securities at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and, at the request of any such
Holder, prepare and furnish to such Holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state material fact
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required to be stated therein or necessary to make the statements therein not
misleading and (v) do any and all other acts and things which may be necessary
or desirable to enable such Holders to consummate the public sale or other
disposition of the Registrable Securities. The Holders shall furnish
appropriate information in connection therewith and indemnification as set forth
in Section 7.
(e) The Company shall not permit the inclusion of any securities
other than the Registrable Securities and securities of the Company held by
securityholders who have duly exercised registration rights existing on the date
hereof to be included in any registration statement filed pursuant to
Section 6(b) hereof without the prior written consent of the Requesting Holders;
provided, that if the underwriter advises the Requesting Holders in writing that
marketing factors require a limitation of the number of shares to be
underwritten, then the Company shall exclude from such underwriting, to the
fullest extent possible, (i) first, the maximum number of securities, if any,
other than Registrable Securities as is necessary in the opinion of the managing
underwriter(s) to reduce the size of the offering and (ii) then the minimum
number of Registrable Securities as is necessary in the opinion of the managing
underwriter(s) to reduce the size of the offering.
(f) The Company shall furnish to each Holder participating in
the offering and to each underwriter, if any, a signed counterpart, addressed to
such Holder or underwriter, of (i) an opinion of counsel to the Company, dated
the effective date of such registration statement (or, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under the underwriting agreement), and (ii) if such registration
includes an underwritten public offering, a "cold comfort" letter dated the
effective date of such registration statement and dated the date of the closing
under the underwriting agreement signed by the independent public accountants
who have issued a report on the Company's financial statements included in such
registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities.
(g) The Company shall deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda
described below and to the managing underwriter copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the registration statement and permit each Holder and underwriter to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of the National
Association of Securities Dealers, Inc. ("NASD"). Such investigation shall
include access to non-confidential books, records and properties and
opportunities to discuss the business of the Company with its officers and
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independent auditors, all to such reasonable extent and at such reasonable times
as any such Holder shall reasonably request.
7. (a) Whenever pursuant to Section 6 a registration statement
relating to the Registrable Securities is filed under the Act, amended or
supplemented, the Company will indemnify and hold harmless each holder of the
Registrable Securities covered by such registration statement, amendment or
supplement (such holder being hereinafter called the "Distributing Holder"), and
each person, if any, who controls (within the meaning of the Act) the
Distributing Holder, and each underwriter (within the meaning of the Act) of
such securities and each person, if any, who controls (within the meaning of the
Act) any such underwriter, against any losses, claims, damages or liabilities,
joint or several, to which the Distributing Holder, any such controlling person
or any such underwriter may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any such registration statement or any
preliminary prospectus or final prospectus constituting a part thereof or any
amendment or supplement thereto, or arise out of or are based upon the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; and will reimburse the Distributing
Holder and each such controlling person and underwriter for any legal or other
expenses reasonably incurred by the Distributing Holder or such controlling
person or underwriter in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in said
registration statement, said preliminary prospectus, said final prospectus or
said amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder specifically for use in the
preparation thereof.
(b) Each Distributing Holder shall, severally but not jointly,
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration statement, and each person, if any,
who controls the Company within the meaning of the Act against any losses,
claims, damages or liabilities to which such indemnified person may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities arise out of or are based upon any untrue or alleged untrue
statement of any material fact contained in said registration statement, said
preliminary prospectus, said final prospectus, or said amendment or supplement,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission was made in said registration statement, said preliminary
prospectus, said final prospectus or said amendment or supplement in reliance
upon and in conformity with written information furnished by such Distributing
Holder specifically for use in the preparation thereof; except that the maximum
amount which may be recovered from the Distributing Holder pursuant to this
Section 7
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or otherwise shall be limited to the amount of net proceeds received by the
Distributing Holder from the sale of the Registrable Securities.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 7.
(d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(8) In addition to the provisions of Section 1(a) of this Option, the
Exercise Price in effect at any time and the number and kind of securities
purchasable upon the exercise of the Options shall be subject to adjustment from
time to time upon the happening of certain events as follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Class A Common Stock in
shares of Class A Common Stock, (ii) subdivide or reclassify its
outstanding shares of Class A Common Stock into a greater number of
shares, or (iii) combine or reclassify its outstanding shares of Class
A Common Stock into a smaller number of shares, the Exercise Price in
effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination
or reclassification shall be adjusted so 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 Class A Common
Stock outstanding after giving effect to such action, and the
numerator of which shall be the number of shares of Class A Common
Stock outstanding immediately prior to such action. Such adjustment
shall be made successively whenever any event listed above shall
occur.
(b) Whenever the Exercise Price payable upon exercise of each
Option is adjusted pursuant to Section (a) above, (i) the number of
shares of Class A Common Stock included in an Option Unit shall
simultaneously be adjusted by multiplying the number of shares of
Class A Common Stock included in Option Unit immediately prior to such
adjustment by the Exercise Price in effect
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immediately prior to such adjustment and dividing the product so
obtained by the Exercise Price, as adjusted and (ii) the number of
shares of Class A Common Stock or other securities issuable upon
exercise of the Warrants included in the Option Units and the exercise
price of such Warrants shall be adjusted in accordance with the
applicable terms of the Warrant Agreement.
(c) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least five
cents ($0.05) in such price; provided, however, that any adjustments
which by reason of this Subsection (c) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment required to be made hereunder. All calculations under this
Section 8 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. Anything in this
Section 8 to the contrary notwithstanding, the Company shall be
entitled, but shall not be required, to make such changes in the
Exercise Price, in addition to those required by this Section 8, as it
shall determine, in its sole discretion, to be advisable in order that
any dividend or distribution in shares of Class A Common Stock, or any
subdivision, reclassification or combination of Class A Common Stock,
hereafter made by the Company shall not result in any Federal Income
tax liability to the holders of Class A Common Stock or securities
convertible into Class A Common Stock (including Warrants issuable
upon exercise of this Option).
(d) Whenever the Exercise Price is adjusted, as herein provided,
the Company shall promptly but no later than 10 days after any request
for such an adjustment by the Holder, cause a notice setting forth the
adjusted Exercise Price and adjusted number of Option Units issuable
upon exercise of each Option and, if requested, information describing
the transactions giving rise to such adjustments, to be mailed to the
Holders, at the address set forth herein, and shall cause a certified
copy thereof to be mailed to its transfer agent, if any. The Company
may retain a firm of independent certified public accountants selected
by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this Section 8,
and a certificate signed by such firm shall be conclusive evidence of
the correctness of such adjustment.
(e) In the event that at any time, as a result of an adjustment
made pursuant to Subsection (a) above, the Holder of this Option
thereafter shall become entitled to receive any shares of the Company,
other than Class A Common Stock, thereafter the number of such other
shares so receivable upon exercise of this Option shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Class
A Common Stock contained in Subsections (a) to (c), inclusive above.
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(f) In case any event shall occur as to which the other
provisions of this Section 8 or Section 1(a) hereof are not strictly
applicable but as to which the failure to make any adjustment would
not fairly protect the purchase rights represented by this Option in
accordance with the essential intent and principles hereof then, in
each such case, the Holders of Options representing the right to
purchase a majority of the Option Units may appoint a firm of
independent public accountants reasonably acceptable to the Company,
which shall give their opinion as to the adjustment, if any, on a
basis consistent with the essential intent and principles established
herein, necessary to preserve the purchase rights represented by the
Options. Upon receipt of such opinion, the Company will promptly mail
a copy thereof to the Holder of this Option and shall make the
adjustments described therein. The fees and expenses of such
independent public accountants shall be borne by the Company.
9. This Agreement shall be governed by and in accordance with the
laws of the State of New York, without giving effect to the principles of
conflicts of law thereof.
IN WITNESS WHEREOF, Amerigon Incorporated has caused this Option to be
signed by its duly authorized officers under its corporate seal, and this Option
to be dated ________, 1997.
AMERIGON INCORPORATED
By: ________________________________
Xxx X. Xxxx, Ph.D., President
(Corporate Seal)
Attest:
__________________________
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PURCHASE FORM
(To be signed only upon exercise of option)
The undersigned, the holder of the foregoing Option, hereby
irrevocably elects to exercise the purchase rights represented by such Option
for, and to purchase thereunder, _____ Units of Amerigon Incorporated, each Unit
consisting of _________ shares of Class A Common Stock, no par value, and
_________ Class A Warrant(s) to purchase Class A Common Stock, and herewith
makes payment of $_________ thereof.
Dated: _________ Instructions for Registration of Stock and
Warrants
________________________________________
Print Name
________________________________________
Address
________________________________________
Signature
OPTION EXCHANGE
The undersigned, pursuant to the provisions of the foregoing Option,
hereby elects to exchange its Option for _________ Units of Amerigon
Incorporated, each Unit consisting of ______ shares of Class A Common Stock, no
par value, and _________ Class A Warrant(s) to purchase Class A Common Stock,
pursuant to the Option Exchange provisions of the Option.
Dated: _____________
__________________________________________
Print Name
__________________________________________
Address
__________________________________________
Signature
TRANSFER FORM
(To be signed only upon transfer of the Option)
For value received, the undersigned hereby sells, assigns, and
transfers unto ____________________ the right to purchase Units represented
by the foregoing Option to the extent of ___ Units, and appoints _____________
attorney to transfer such rights on the books of Amerigon Incorporated, with
full power of substitution in the premises.
Dated: _______________
X.X. XXXXX INVESTMENT BANKING CORP.
By: _____________________________________
________________________________________
Address
In the presence of:
