SECURITIES PURCHASE AGREEMENT by and between IMPCO TECHNOLOGIES, INC. and BISON CAPITAL STRUCTURED EQUITY PARTNERS, LLC Senior Subordinated Secured Promissory Note Due July 18, 2007 Warrant to Purchase Shares of Common StockSecurities Purchase Agreement • July 29th, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
SECURITIES PURCHASE AGREEMENT, dated as of July 18, 2003, by and between IMPCO TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and BISON CAPITAL STRUCTURED EQUITY PARTNERS, LLC, a Delaware limited liability company (“Bison Capital” or “Purchaser”).
LOAN AND SECURITY AGREEMENT Dated as of July , 2003 among IMPCO TECHNOLOGIES, INC., as Borrower and LASALLE BUSINESS CREDIT, LLC, as a Lender and as Agent and THE INSTITUTIONS FROM TIME TO TIME A PARTY HERETO as LendersLoan and Security Agreement • July 29th, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
COMMON STOCK WARRANT AGREEMENT BY AND BETWEEN IMPCO TECHNOLOGIES, INC. AND BISON CAPITAL STRUCTURED EQUITY PARTNERS, LLC DATED AS OF JULY [ ], 2003Warrant Agreement • July 29th, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
The undersigned hereby irrevocably (subject to Section 6(e)) of the Warrant Agreement) elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock, $0.001 par value per share, of IMPCO TECHNOLOGIES, INC., a Delaware corporation, and herewith tenders payment for such shares in the amount of $ in accordance with the terms hereof, unless the holder is exercising the Warrant pursuant to the net exercise provisions of Section 6(a) of the Warrant Agreement. The undersigned requests that a certificate for such shares be registered in the name of , whose address is , and that such shares be delivered to , whose address is . If said number of shares is less than all of the Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .
PLEDGE AGREEMENTPledge Agreement • July 29th, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories • New York
THIS PLEDGE AGREEMENT, dated as of July 18, 2003, is made by IMPCO TECHNOLOGIES, INC., a Delaware corporation (the “Company”) (together with any Subsidiary thereof that executes a Joinder Agreement, the “Pledgors” and each, a “Pledgor”) in favor of BISON CAPITAL STRUCTURED EQUITY PARTNERS, LLC, a Delaware limited liability company, as Collateral Agent (in such capacity, the “Collateral Agent”) for Purchaser party to that certain Securities Purchase Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among the Pledgors, the Collateral Agent and Purchaser.
