PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 31st, 2011 • Amerigon Inc • Motor vehicle parts & accessories • Michigan
Amerigon Incorporated, a Michigan corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell, through Roth Capital Partners, LLC (“Roth”), up to 7,000 shares of the Company’s Series C preferred stock, no par value (the “Shares”) directly to various investors (the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2011 • Amerigon Inc • Motor vehicle parts & accessories • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 30, 2011, by and among Amerigon Incorporated, a Michigan corporation, with headquarters located at 21680 Haggerty Road, Ste. 101, Northville, Michigan 48167 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 31st, 2011 • Amerigon Inc • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT Dated as of March 30, 2011 among AMERIGON INCORPORATED and AMERIGON EUROPE GMBH, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. and COMERICA BANK, as...Credit Agreement • March 31st, 2011 • Amerigon Inc • Motor vehicle parts & accessories • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 30, 2011, among AMERIGON INCORPORATED, a Michigan corporation (the “Company”), AMERIGON EUROPE GMBH, a German limited liability company (“Amerigon Germany” and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • March 31st, 2011 • Amerigon Inc • Motor vehicle parts & accessories • Michigan
This Amendment No. 1 to Rights Agreement (this “Amendment”) is entered into as of March 30, 2011, between Amerigon Incorporated, a Michigan corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
FORM OF WARRANT AMERIGON INCORPORATED WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • March 31st, 2011 • Amerigon Inc • Motor vehicle parts & accessories • New York
Amerigon Incorporated, a Michigan corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [INSERT NAME OF APPLICABLE BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ ( )2 fully paid nonassessable shares of Common Stock, without par value, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth
March 30, 2011 Kingsbrook Opportunities Master Fund LP Each other Person set forth on Schedule I party to the Securities Purchase Agreement c/o Kingsbrook Partners LPPreferred Equity Subordination Agreement • March 31st, 2011 • Amerigon Inc • Motor vehicle parts & accessories
AMERIGON INCORPORATED March __, 2011Lock-Up Agreement • March 31st, 2011 • Amerigon Inc • Motor vehicle parts & accessories • New York
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of March 30, 2011 by and among Amerigon Incorporated (the “Company”) and the investors listed on the Schedule of Buyers attached thereto (the “Buyers”), with respect to the issuance of (i) Series C Convertible Preferred Shares (the “Preferred Shares”) convertible into the Company’s common stock, no par value (the “Common Stock”) and (ii) Series A Warrants (as defined in the Certificate of Designations) which will be exercisable to purchase Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
PARENT GUARANTYParent Guaranty • March 31st, 2011 • Amerigon Inc • Motor vehicle parts & accessories • New York
This PARENT GUARANTY, dated as of March 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), is made by each signatory party hereto and set forth on Schedule I attached hereto and each other signatory from time to time a party hereto (each individually, a “Guarantor” and collectively, the “Guarantors”) in favor of BANC OF AMERICA SECURITIES LIMITED, in its capacity as the administrative agent (the “Administrative Agent”) for each of the Lender Parties.
