REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered into as of this 25th day of February,
2002 by and among Amerigon Incorporated, a California corporation (the "Company"), and the "Investors"
named in that certain Purchase Agreement by and among the Company and the Investors (the "Purchase
The parties hereby agree as follows:
1. Certain Definitions.
As used in this Agreement, the following terms shall have the following meanings:
"Affiliate" means, with respect to any person, any other person which directly or indirectly controls, is controlled
by, or is under common control with, such person.
"Business Day" means a day, other than a Saturday or Sunday, on which banks in New York City and Los
Angeles are open for the general transaction of business.
"Closing Price" as of any date means (a) the closing bid price of one share of Common Stock as reported on The
Nasdaq Stock Market, Inc. SmallCap Market System ("Nasdaq") on such date, (b) if no closing bid price is
available, the average of the high bid and the low asked price quoted on Nasdaq on such date, or (c) if the shares
of Common Stock are not then quoted on Nasdaq, the value of one share of Common Stock on such date as
shall be determined in good faith by the Board of Directors of the Company and the Required Investors,
provided, that if the Board of Directors of the Company and the Required Investors are unable to agree upon the
value of a share of Common Stock pursuant to this subpart (c), the Company and the Required Investors shall
jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and
conclusive, and the cost of such appraiser shall be borne one half by the Company and one half by the Investors.
"Common Stock" shall mean the Company's common stock, no par value. "Investors" shall mean the Investors
identified in the Purchase Agreement and any Affiliate or permitted transferee of a