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 • June 27th, 2006 • Fuel Systems Solutions, Inc. • 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;
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 27th, 2006 • Fuel Systems Solutions, Inc. • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made and entered into as of __________, 2006 (the “Effective Date”), by and between IMPCO Technologies, Inc., a Delaware corporation (“Assignor”), and Fuel Systems Solutions, Inc., a Delaware corporation (“Assignee”).
