EXHIBIT 4.4
Option to Purchase
1,700 Units
Amerigon Incorporated
Unit Purchase Option
Dated: February 18, 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 $5.00 from February 12, 2000 through February 12, 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 February 12, 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 a 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 February 12,
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 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 February 12, 1997 through February
11, 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 February 11, 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 February 12, 2000 and February 12, 2002 inclusive,
the Holder shall have the option to purchase Option Units hereunder u
a price of $1,493.50 per Unit.
(c) After February 12, 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
beers 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
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 specified, during which this
Option may be exercised, the Holder may, at its opinion, 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 sales 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
(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 a 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 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 Unit 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 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 February 12, 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 maybe 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 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
underwriters) 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 notices, 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 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 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 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 l(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 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 shard 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.
(t) 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 February 18, 1997.
AMERIGON INCORPORATED
By:
---------------------------------
Xxx X. Xxxx, Ph.D., President
(Corporate Seal)
Attest:
----------------------------
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 280 shares of Class A Common Stock, no par value, and 280 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 280 shares of Class A Common Stock, no par value,
and 280 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:
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Address
In the presence of
