8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):

July 22, 2003 (July 22, 2003)

IMPCO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

001-15143	91-1039211
(Commission File Number)	(I.R.S. Employer Identification No.)

16804 Gridley Place

Cerritos, California 90703

(Address of Principal Executive Offices) (ZIP Code)

(562) 860-6666

(Registrant’s telephone number,

including area code)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2. Acquisition of Assets

On July 22, 2003, IMPCO Technologies, Inc. (“Impco” or the “Registrant”) completed the purchase of 50% of the outstanding capital (the “Interests”) of B.R.C. Societa a Responsabilita Limitata, a limited liability company formed under the laws of the Italian Republic (“BRC”), from Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno (the “Sellers”).

Impco paid a total of $22,550,000 for the Interests, including a final installment of $7,000,000 which was paid on July 22, 2003. The purchase price was determined in arms-length negotiations between Impco and the Sellers. The funds used to pay the final installment of the purchase price were obtained through a loan from Bison Capital Structured Equity Partners, LLC and LaSalle Business Credit, LLC.

The Sellers acquired 2,309,469 shares of Impco common stock on October 3, 2003, in exchange for $1,500,000 and an option to purchase the Interests.

Item 5. Other Events

Impco announced the acquisition of BRC in the press release attached as Exhibit 99.1 hereto.

Item 7. Financial Statements and Exhibits

As of the date of this filing, it is impracticable to provide the required financial statements for the acquired business. The Registrant expects to file the required financials not later than sixty days from the date of this filing.

(c) Exhibits

Exhibit Number	Description
2.1	Sale and Purchase Agreement, dated as of October 3, 2002, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
2.2	Option Agreement, date as of October 3, 2002, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
2.3	Shareholders Agreement, dated as of October 3, 2002, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
2.4	Agreement, dated as of December 15, 2002, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
2.5	Amendment and Waiver, dated as of April 30, 2003, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
99.1	Press Release, dated July 23, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

IMPCO TECHNOLOGIES, INC.

/s/ ROBERT M. STEMMLER

Robert M. Stemmler

Chief Executive Officer

DATE: July 29, 2003

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Sale and Purchase Agreement, dated as of October 3, 2002, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
2.2	Option Agreement, dated as of October 3, 2002, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
2.3	Shareholders Agreement, dated as of October 3, 2002, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
2.4	Agreement, dated as of December 15, 2002, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
2.5	Amendment and Waiver, dated as of April 30, 2003, between the Registrant and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno.
99.1	Press Release, dated July 23, 2003.

EX-2.1

EXHIBIT 2.1

SALE AND PURCHASE AGREEMENT

This Agreement is entered into on [·], 2003, in [•], by and between:

(1) IMPCO Technologies Inc., a company incorporated and existing under the laws of State of Delaware U.S.A. with registered offices at 16804, Gridley Place, Cerritos, Ca., U.S.A., represented by its director and attorney-in-fact, Mr. Terence K. Clapp (hereinafter referred to as “Impco”); and

(2) Mr. Mariano Costamagna, born in Narzole, on 15 March 1951, and domiciled at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(3) Mr. Pier Antonio Costamagna, born in Narzole, on 22 July 1952, and domiciled at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(4) Mrs. Bruna Giachino, born in Cherasco, on 4 November 1956, domiciled at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(5) Mrs. Carla Borgogno, born in La Morra, on 16 March 1957, domiciled at Cherasco, Via La Morra, 2, married in a separation of assets regime (Messrs. Mariano and Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno are hereinafter jointly referred to as the “Sellers”).

(Impco and Costamagna hereinafter individually referred to as one “Party”, collectively referred to as the “Parties”).

WHEREAS:

(A) The Sellers are the controlling shareholders of B.R.C. Societa a Responsabilita Limitata, with registered offices at Cherasco Via la Morra 1, registered with the Court of Alba under the no. 02811070040(hereinafter referred to as the “Parent”).

(B) The Parent, in turn, in addition to certain assets and liabilities belonging to the Sellers’ family, holds a quota representing 100% of the issued and outstanding corporate capital of M.T.M. S.r.l., a limited liability company with registered offices at Cherasco Via la Morra 1, registered with the Court of Alba under the no. 00525960043 (hereinafter referred to as the “Company”).

(C) Impco and the Sellers have entered into negotiations aimed at considering the possible acquisition by Impco of the Company and/or the integration of the Company’s operations with the operations of Impco’s international group of companies.

(D) Following several meetings and discussions, on 17 April 2002 Impco and the Company entered into a Confidentiality Agreement which included as an attachment a Term Sheet (all such documents are hereinafter referred to as the “Letter of Intent”), setting out reciprocal confidentiality undertakings of the Parties and the basic arrangements reached by the parties in relation to the envisaged transaction.

(E) In accordance with the terms of the Letter of Intent, from 22/04/02 to 07/05/02 Impco carried out a due diligence on the Parent’s and the Company’s legal and accounting

situation (the “Due Diligence”); from 13/05/02 to 14/05/02 the Sellers carried out a due diligence on Impco’s legal and accounting situation.

(F) On the basis of the Due Diligence findings Impco and the Sellers have agreed certain amendments to their basic arrangements which were reflected in an Amendment to the Letter of Intent signed on 21 June 2002 (the “Amendment” and, together with the Letter of Intent, the “Amended Letter of Intent”).

(G) On 3 October 2002, following further negotiations among the Parties, the Sellers have granted to Impco an option (the “Signing Option”) to enter into this Sale and Purchase Agreement, the Shareholders Agreement and the other agreements referred to herein and, in consideration thereof, Impco has paid to the Sellers the Signing Option Price as provided for in the Signing Option.

(H) In accordance with the Signing Option terms and conditions, simultaneously with the granting of the Signing Option the Quota (as defined below) has been transferred by the Sellers to Cititrust S.p.A. (the “Fiduciary Company”) to be held in escrow by the latter pursuant to the Irrevocable Instructions and the Fiduciary Terms signed between the Fiduciary Company, the Sellers and Impco on that same date (such documents are, hereinafter, jointly referred to as “Escrow Documents”).

(I) Impco has exercised the Signing Option in accordance with its terms and, as a consequence, by this Agreement the Parties intend to implement the arrangements reflected in the Signing Option and to undertake binding obligations in respect thereof.

NOW, THEREFORE, the Parties hereto have agreed as follows:

1. DEFINITIONS

The following terms, when used herein with capital letters, shall have the meanings respectively ascribed thereto in this Clause 1:

1.1 “Accounting Principles” means the accounting principles established by the Italian Chartered Accountants Association (Ordine dei Dottori Commercialisti) supplemented, where necessary, by the International Accounting Standards (IAS).

1.2 “Amended Letter of Intent” shall have the meaning attributed thereto in Recital F.

1.3 “Amendment” shall have the meaning attributed thereto in Recital F.

1.4 “Articles of Association” means the Parent’s articles of association in the form attached hereto as Annex 1.4.

1.5 “Auditors” means the auditing company which, from time to time, will be auditing the Parent’s consolidated accounts, and which, for the first period, will be Ernst & Young.

1.6 “Business Day” means any day on which banks are open for business in Turin, Italy and Los Angeles, California, U.S.A..

1.7 “Company” shall have the meaning attributed thereto in Recital B.

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1.8 “Deferred Portion of the Purchase Price” means the amount of USD 7,000,000 which, pursuant to Clause 3.2.4 hereof, is to be paid on or before 30 September 2003.

1.9 “Encumbrance” means, in relation to an asset, a pledge, mortgage, option or third party right of any kind whatsoever, including, without limitation, rights to purchase or to sell the relevant asset, rights to exercise any of the rights pertaining to the asset or rights to otherwise dispose of the assets or of any of the rights pertaining thereto.

1.10 “Escrow Documents” means the Irrevocable Instructions and the Fiduciary Terms and all documents amending or supplementing the same.

1.11 “Euro Cash Portion” shall have the meaning attributed thereto in Clause 3.2.3.

1.12 “Execution Date” means the date of execution of this Agreement.

1.13 “Fiduciary Company” means Cititrust S.p.A., a fiduciary company incorporated and operating in accordance with Italian law, with registered offices at Foro Buonaparte, 16, Milan.

1.14 “Fiduciary Terms” means the general terms and conditions adopted by the Fiduciary Company in its operations signed between the Fiduciary Company, the Sellers and Impco on 3 October 2002, which, together with the Irrevocable Instructions, govern the escrow of the Quota.

1.15 “Financial Statements” means the consolidated financial statements of the Parent attached hereto as Annex 1.15 as of 31 December, 2001, drafted in accordance with the Accounting Principles and approved by the Parent’s shareholders’ meeting on 29/06/02.

1.16 “Impco Revenues” shall have the meaning attributed thereto in Clause 10.2 and Clause 10.6.

1.17 “Impco’s Earn Out Call Option” means the earn out call option attributed to Impco in relation to the Quota pursuant to Clause 8 hereof.

1.18 “Impco Shares” means no. 2,309,469 newly issued ordinary shares of Impco which, at the price of 4.33 $, shall equal the Securities Portion of the Purchase Price.

1.19 “Irrevocable Instructions” means the irrevocable instructions granted jointly by the Sellers and Impco to the Fiduciary Company on 3 October 2002, which, together with the Fiduciary Terms, govern the escrow of the Quota.

1.20 “Lease Agreement” means the lease agreement entered into on [•] by the Company and Imcos Due S.r.l. in relation to the Real Estate, in the form attached hereto as Annex 1.20.

1.21 “Letter of Intent” shall have the meaning attributed thereto in Recital D.

1.22 “Lock-Up Agreement” means the agreement signed by the Sellers and Impco on [•] in the form attached hereto as Annex 1.22 pursuant to which the Sellers undertook not to sell the Lock-Up Impco Shares prior to the dates set out in the following timetable: (i) no Lock-Up Impco Shares may be sold until 31 July 2004; (ii) up to 277,690 of the Lock-Up Impco Shares can be sold commencing from 1 August 2004; (iii) an additional

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amount of 460,600 of the Lock-Up Impco Shares can be sold commencing from 1 February 2005; (iv) an additional amount of 460,600 of the Lock-Up Impco Shares can be sold commencing from 1 August 2005; (v) the remaining 463,928 Lock-Up Impco Shares can be sold commencing from 1 February 2006.

1.23 “Lock-Up Impco Shares” means 1,662,818 ordinary shares of Impco, being 72% of the Impco Shares.

1.24 “Losses” shall have the meaning attributed thereto in Clause 7.1.

1.25 “Material Adverse Change” means any event or circumstance relating to the Parent or the Company not known to Impco as at the Execution Date which has a substantial negative impact on the economics of the transactions contemplated hereby taken as a whole.

1.26 “Option Deed” means the notarial deed attached hereto as Annex 1.26 signed on the Execution Date to implement the Options, and the Sellers’ Default Call Option Two pursuant to Italian law. The Parties agree that the Option Deed shall be executed and interpreted taking into account the generality of the provisions of this Agreement, and are therefore intended solely to implement and not to amend or supplement to any extent their agreement on the Options, and the Sellers’ Default Call Option Two pursuant to this Agreement.

1.27 “Options” means the Impco’s Earn Out Call Option and the Sellers’ Earn Out Put Option, collectively.

1.28 “Parent” shall have the meaning attributed thereto in Recital A.

1.29 “Pledge Agreement” means the pledge agreement entered into between the Sellers and the Fiduciary Company on the date hereof, pursuant to which the Quota has been pledged in favour of the Sellers to secure payment by Impco of the Deferred Portion of the Purchase Price.

1.30 “Purchase Price” shall have the meaning attributed thereto in Clause 3.1.

1.31 “Quota” means a quota having a nominal value of € 750,000.00 and representing, on the Execution Date, 50% of the Parent’s issued and outstanding voting capital.

1.32 “Real Estate” means the property situated in Cherasco and identified in the cadastrial map as follows foglio 95 mappale 133, foglio 93 mappale 252, foglio 95 mappale 14128 foglio 96 mappale 360, 361, 9, 2, 12, 20, 272, 316, which on 05/08/2002-23/09/2002 has been sold by the Company for a consideration of € 6,306,900.00, a portion of which on 23/09/2002 has been rented by the Company pursuant to the lease agreement attached hereto as Annex l.20.

1.33 “Receivables” means all the receivables of the Parent, the Company and the Subsidiaries outstanding as at the Execution Date, not including the Special Receivables.

1.34 “Securities Portion” shall have the meaning attributed thereto in Clause 3.2.3.

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1.35 “Seimandi Agreement” means the agreement between the Company and Mr. Marco Seimandi signed on 01/10/2002 and attached hereto as Annex 1.35.

1.36 “Sellers’ Default Call Option One” means the call option attributed to the Sellers in relation to the Quota pursuant to Clause 9.1 hereof, in case of failure by Impco to pay the Deferred Portion of the Purchase Price.

1.37 “Sellers’ Default Call Option Two” means the call option attributed to the Sellers in relation to the Quota pursuant to Clause 9.2 hereof.

1.38 “Sellers’ Earn Out Put Option” means the earn out put option attributed to the Sellers in relation to the Quota pursuant to Clause 8 hereof.

1.39 “Sellers’ Quota” means the participation held from time to time by the Sellers, directly or indirectly, in the Parent’s capital after the Execution Date.

1.40 “Sellers’ Turnover Related Call Option” means the call option attributed to the Sellers in relation to the Quota pursuant to Clause 10 hereof.

1.41 “Shareholders Agreement” means the agreement governing the relationship of the Sellers and Impco as quotaholders of the Parent and the corporate governance and operations of the Parent and the Company which is attached hereto as Annex 1.41 and has been signed and become effective on the Execution Date.

1.42 “Signing Option” has the meaning attributed thereto in Recital G.

1.43 “Signing Option Price” means the amount of USD 11,500,000 paid by Impco, partly in cash, partly by delivery of the Impco Shares, pursuant to the Signing Option and which, in accordance with the Signing Option terms, upon exercise of the Signing Option is to be deemed advance payment of the Purchase Price hereunder.

1.44 “Special Receivables” means the receivables listed in Annex 1.44.

1.45 “Slow Moving Stock” means the Company’s inventory listed and evaluated in Annex 1.45 which did not move during the period between 1 April 2001 and 30 April 2002.

1.46 “Subsidiaries” means the companies listed in Annex 1.46 which are controlled, within the meanings of Section 2359 of the Italian Civil Code, directly or indirectly by the Parent.

1.47 “USD Cash Portion” shall have the meaning attributed thereto in Clause 3.2.2.

2. OBJECT OF THE AGREEMENT

2.1 Impco hereby purchases the Quota from the Sellers, in consideration of all the representations, warranties and undertakings of the Sellers hereunder and pursuant to all terms and conditions hereof.

2.2 The Sellers hereby sell the Quota to Impco, in consideration of all the representations, warranties and undertakings of Impco hereunder and pursuant to all terms and conditions hereof.

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2.3 The Sellers guarantee that the Quota is fully paid in, free from any Encumbrance and fully entitled to all rights pertaining to the Parent’s quotas pursuant to the law and the Articles of Association, including, without limitation, the voting rights, the right to collect dividends and the preemption rights on any issue of new capital by the Parent.

2.4 In addition, pursuant to this Agreement and to the other related agreements between the Parties hereto or provided for hereunder, the Parties intend to establish terms and conditions of their relationship as shareholders of the Parent, set out the guidelines of the Parent’s and the Company’s corporate governance and future operations and agree on certain put and call options on the respective participations in the Parent’s capital.

3. PURCHASE PRICE

3.1 In consideration for the transfer of the Quota Impco hereby agrees to pay to the Sellers, in accordance with the terms hereof, the amount of USD 22,550,000 (US Dollars twenty two million five hundred and fifty thousand) plus € 1,250,000 (Euro one million two hundred thousand and fifty) (aggregately, the “Purchase Price”).

3.2 The Purchase Price shall consist of four portions and shall be paid as follows:

3.2.1 the Signing Option Price equal to USD 11,500,000 (US Dollars eleven million five hundred thousand) which has been heretofore paid by Impco to the Sellers pursuant to the terms of the Signing Option, and following exercise of the Signing Option is accounted as advance payment of part of the Purchase Price;

3.2.2 the USD Cash Portion equal to USD 4,050,000 (US Dollars four million and fifty thousand) which is paid by Impco to the Sellers by crediting the amount thereof to the Fiduciary Company on the Execution Date;

3.2.3 the Euro Cash Portion equal to € 1,250,000 (Euro one million two hundred fifty thousand) which is paid by Impco to the Sellers by crediting the amount thereof to the Fiduciary Company on the Execution Date;

3.2.4 the Deferred Portion of the Purchase Price equal to USD 7,000,000 (US Dollars seven million), which shall be paid by Impco to the Sellers by crediting the amount thereof to the Fiduciary Company on or before 30 September, 2003.

3.3 The Parties hereby acknowledge that the number of Impco Shares delivered to the Sellers as part of the Signing Option Price has been mutually agreed and determined, such determination being final and conclusive in any respect.

4. PURCHASE PRICE ASSUMPTIONS

4.1 The Purchase Price has been determined taking into account a specific additional bad debt provision equal to € 446,000.00 made in the Financial Statements in relation to the Special Receivables; in view of the foregoing the Parties agree the following:

4.1.1 should the Company collect any or all of the Special Receivables, Impco shall pay to the Sellers an amount equal to the actual amount of the Special Receivables collected, it being agreed that the relevant payment shall be paid (i) in relation to Special Receivables collected up to 30 September 2003, within

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31 October 2003, and (ii) in relation to Special Receivables collected after 30 September 2003, every last day of the month subsequent to the end of every six months period; it is hereby agreed that the provisions of this Clause 4.1.1 shall apply only to Special Receivables collected up to the expiry of the term of exercise of the Options pursuant to Clause 8.2 hereunder;

4.1.2 the Sellers shall have the right to acquire and collect directly the outstanding Special Receivables at no cost with simultaneous reduction for an equivalent amount of the provision made in the Financial Statements.

4.2 In the event that on 30 September 2003 the amount collected by the Parent, the Company and the Subsidiaries towards the Receivables is less than the face value of the Receivables reduced by the amount of the consolidated bad debt provision resulting from the Financial Statements (not including the additional bad debt provision relating to the Special Receivables) the Sellers agree to purchase from the Parent, the Company and the Subsidiaries, as the case may be, unpaid Receivables having a face value equal to the amount of such shortfall and to pay to the Parent, the Company and the Subsidiaries, as the case may be, a purchase price equal to such shortfall. The purchase will be effected on or before 31 October 2003.

4.3 The Purchase Price has also been determined on the basis of the Sellers’ representation that BRC Argentina will not suffer losses or liabilities whatsoever, whether contingent or not, which:

4.3.1 depend upon actions, omissions or circumstances occurred prior to the Execution Date; or

4.3.2 derive from the trade and financial credits of the Parent or the Company towards it as at the Execution Date;

in excess of the amount of € 1,100,000.00 (made in the Financial Statements and taken into account in the determination of the Purchase Price). Should any such losses or liabilities in excess of € 1,100,000.00 arise in BRC Argentina (after deduction of any supervening assets (sopravvenienze attive) depending upon facts or circumstances preceding the Execution Date which may have arisen in BRC Argentina as at such date), the Purchase Price shall be automatically reduced by an amount equal to the difference between € 1,100,000.00 and the actual amount of such losses and liabilities, and the Sellers shall immediately pay to Impco a sum equal to the aforesaid difference. The Parties agree that this Clause 4.3 shall not apply to losses (other than those provided for under Clause 4.3.1 above), arisen during the period from 3 October 2002 to the Execution Date, provided that such losses are due to adverse market conditions which are beyond the control of the Sellers.

5. EXECUTION

5.1 The Parties hereby acknowledge that all the activities as set out in Clause 5.2 hereunder have been completed to their mutual satisfaction on the Execution Date.

5.2 On the Execution Date:

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5.2.1 Impco has paid to the Sellers the USD Cash Portion and the Euro Cash Portion of the Purchase Price in accordance with Clause 3 above.

5.2.2 The quotaholders meetings of the Parent and the Company have resolved on: (i) the appointment of new boards of directors of the Parent and the Company composed of seven members, three of which (Mess.rs Mariano Costamagna, Pier Antonio Costamagna, Marco Seimandi) were designated by the Sellers and four of which (Mess.rs Terence K. Clapp, Robert M. Stemmler, Timothy Stone and Pier Luigi Moncalvo i) were designated by Impco, as indicated by the Shareholders Agreement; (ii) the appointment of new boards of statutory auditors whose Chairmen (Mr. Pio Bersani both for the Parent and for the Company) was designated by Impco and the remaining members (Mess.rs Claudio Tibaldi e Danilo Tibaldi both for the Parent and for the Company) were designated by the Sellers; (iii) the appointment of Ernst & Young, designated by Impco, as Auditors (iv) a waiver of any action against the ceased directors (Messrs Mariano Costamagna, Pier Antonio Costamagna, Giovanni Giovannini, Marco Seimandi, Matteo Asteggiano according with the draft attached hereto as Annex 5.2.2.

5.2.3 The Sellers and Impco have signed the Shareholders Agreement.

5.2.4 The Sellers and Impco have signed the Option Deed.

5.2.5 The Sellers and the Fiduciary Company have signed the Pledge Agreement.

5.2.6 The Sellers and Impco have issued a jointly agreed press release, announcing the completion of the transaction.

5.3 The Parties hereby agree that the waiver resolved by the quotaholders meetings of the Parent and the Company, mentioned in Clause 5.2.2 (iv) above, shall not affect in any manner any of Impco’s rights, demands, claims whatsoever towards the Sellers (and shall not mitigate any of the Sellers’ related obligations) under this Agreement.

6. REPRESENTATIONS AND WARRANTIES

6.1 The Sellers hereby make the following representations and warranties to Impco in relation to the Parent, the Company, the Subsidiaries and their respective assets, situations and operations by reference to the circumstances existing on the Execution Date, subject to the exceptions set out in Annex 6.1:

6.1.1 Sellers’ Authority

The Sellers have all requisite power and authority to dispose of the Quota and to enter into this Agreement and carry out the transactions contemplated herein.

The entering into this Agreement, and the performance of the obligations contemplated herein by the Sellers does not violate any undertaking or contractual provision by which the Sellers are bound.

6.1.2 The Quota

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The Quota is free and clear of any pledge, guarantee, beneficial interest, charge, claim, or rights of third parties and limitations of any kind including, as an example only, limitations concerning voting rights and transfer.

6.1.3 Articles of Association

The Articles of Association are in force at the Execution Date and have not been amended by resolutions taken by the Company.

6.1.4 Parent and Company Validly Incorporated and in Good Standing

Both the Parent and the Company are società a responsabilità limitata duly organized, validly existing and in good standing under the laws of Italy. The Parent was duly transformed from a Società in Accomandita per Azioni into a Società a Responsabilità Limitata on 8 July 2002 in accordance with applicable laws and such a transformation will not result in any liability of any kind whatsoever.

6.1.5 Title to the Assets

The Parent does not own assets and liabilities, contingent or otherwise, other than the 100% participation in the Company.

The Company and the Subsidiaries have valid title to the assets instrumental to its activities and recorded as property in the Financial Statements or in the Company’s or the Subsidiaries accounts. Such property is clear of pledges or mortgages.

With respect to the Real Estate or other instrumental assets used in the Company’s or the Subsidiaries’ operations which are not recorded as the Company’s property, agreements have been entered into by which the Company is entitled to use such Real Estate and other instrumental assets according to the terms and conditions at which they are currently used. To the Sellers’ best knowledge, there is no interference by third parties which may prevent the Company from using such real estate freely. The sale and purchase agreement entered into between the Company and Imcos Due S.r.l. was duly signed and performed and neither the Company, nor the Parent or any of the Subsidiaries will incur any Loss of any nature whatsoever, including Losses for tax matters (other than taxes due on the plusvalue deriving from values declared in the notarial deed) or for indemnities to Imcos Due or any third party, in relation to or as a consequence of the sale of the Real Estate.

The Company is the registered owner or licensee of the trademarks, copyrights, know-how, patents and other intangible assets presently used by the Company in the course of its business (all of which are listed in Annex 6.1.5 attached hereto) and has duly paid all registration fees and taxes due in relation to such rights. The Company is not involved in any pending proceeding before any courts, including an administrative court, or other judicial authority or arbitration panel, aimed at challenging the rights at issue. The Parent’s, the Company’s and the Subsidiaries’ operations are not conducted in breach of any

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third party’s trademarks, copyrights, know-how, patents or other intangible assets to an extent which may result in the Parent or the Company or any of the Subsidiaries becoming liable to pay any indemnification to such third parties or being subjected to orders restraining any of them from continuing to carry out all or any part of their respective operations in the way they are presently conducted.

6.1.6 Financial Statements and Accounts

The Financial Statements have been drawn up in compliance with the Accounting Principles and provide a true and complete view of the Parent’s, the Company’s and the Subsidiaries’ assets, liabilities (contingent or otherwise) and results of operations. Without limiting the generality of the foregoing, full disclosure of, and adequate provisions for, bad and doubtful debts and all liabilities (actual, contingent or otherwise) and all financial commitments in existence have been made in the Financial Statements and, as the case may be, in the Parent’s the Company’s and the Subsidiaries’ accounts.

The books and accounting records of the Parent, the Company and the Subsidiaries represent all the books and accounting records required by, and have been kept in accordance with, all applicable laws and regulations.

6.1.7 No Material Adverse Change

During the period between 1 January 2002 and the Execution Date, except as expressly contemplated by the Amended Letter of Intent or this Agreement or otherwise permitted in writing by Impco, and except for events arisen during the period from 3 October 2002 to the Execution Date which are due to adverse market conditions beyond the control of the Sellers:

(a) The Parent’s, the Company’s and the Subsidiaries’ business has been conducted only in the ordinary course of business and in accordance with past practices, and no liability unrelated to the ordinary course of business or in excess of € 250,000.00 has been incurred.

(b) No action has been taken by the Sellers, the Parent, the Company or any of the Subsidiaries that has resulted in a Material Adverse Change.

(c) No contracts unrelated to the ordinary course of business or having a value of more than € 250,000.00 have been entered into, amended or terminated by the Parent, the Company or the Subsidiaries.

(d) None of the Parent, the Company or the Subsidiaries has commenced any litigation unrelated to the ordinary course of business or having a value higher than € 100,000.00, except for those which are aimed at preserving their business or their rights.

(e) No transaction has taken place between any of the Parent and/or the Company and/or the Subsidiaries on one side and the Sellers, their

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relatives and their respective subsidiaries or affiliates on the other side, except transactions at arm’s length.

(f) No loans or credit agreements having a value of more than € 250,000.00 have been entered into, amended or terminated by the Parent, the Company or any Subsidiary.

(g) None of the Parent, the Company or any Subsidiary has made any distribution of dividends or of any nature whatsoever; the proceeds of the operations of the Parent, the Company and the Subsidiaries (including, without limitation, the proceeds of the sale of the Real Estate) have not been distributed to the shareholders not paid out to any other third party, and are held by the Parent, the Company and the Subsidiaries, save to the extent that they have been employed by the Parent, the Company and the Subsidiaries in the ordinary course of their business consistent with past practices.

6.1.8 Taxes

The Parent and the Company: (i) are in substantial compliance with all applicable tax and social security laws and regulations; (ii) have filed accurate and complete tax and social security returns and any other report, notice, or documentation with the competent tax and social security authorities; (iii) have made all required payments and withholdings with respect to taxes and social security matters; (iv) have not received any assessment, injunction, request for payment or other communication from any tax or social security authority over the last six years.

There are no pending proceedings with the tax or social securities authority.

6.1.9 Employees

The Parent has not, and has never had, employees. There are not individuals who may claim to be, or to have been, employed by the Parent due to a labour agreement or any other contractual relationship or behaviour.

The number and position of the employees of the Company and the Subsidiaries are listed in Annex 6.1.9 and the terms and conditions of their employment are those established by applicable general or local collective bargaining agreements, except as indicated in the same Annex 6.1.9.

The employees have been regularly remunerated for all services carried out in the course of their employment relationships with the Company or the Subsidiaries, in accordance with all applicable provisions of law and contract. With respect to remuneration paid to the employees, all payments due in relation to obligatory insurance, severance pay and withholding taxes required by law have been regularly effected.

There are no contracts in place with consultants, agents, collaborators or intermediaries which are binding upon the Parent, the Company or the

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Subsidiaries and have a duration of more than 12 months or an annual remuneration higher than € 50,000.00.

6.1.10 Contracts

No event, and specifically including a change in the shareholding structure of the Parent or an unfulfilment or breach whatsoever, is capable of adversely affecting the continuation of the existing contracts or causing their suspension or termination, or acceleration of any payment hereunder.

All written or oral contracts, agreements and conventions to which the Parent or the Company or any of the Subsidiaries are party have not been entered into under unusual conditions which would unfavourably affect its financial position or otherwise than in accordance with the professional practices.

All contracts in which the Parent, the Company or any of the Subsidiaries are party to (i) do not contain provisions contrary to mandatory provisions of law (ii) have been duly, timely and fully complied with by the Parent, the Company or the relevant Subsidiary, as the case may be (iii) were executed, and filed (both in their form and substance) in compliance with all the applicable provisions of law.

There are no binding contractual relationships involving the Parent or the Company or any of the Subsidiaries, on the one side, and the Sellers, their relatives or entities controlled by and/or related to, the Sellers, on the other, which are not at market terms.

6.1.11 Environmental

The Company’s and the Subsidiaries’ industrial activity has been carried out in compliance with all the laws concerning the environment, polluting working methods, asbestos, air, soil and water emissions, waste and flat batteries disposal and any other related or connected provisions of law.

No proceedings have been issued by competent authorities against the Company or any of the Subsidiaries in respect of the above.

6.1.12 Licenses and Authorisations

The Parent, the Company and the Subsidiaries have all the governmental authorizations, licenses, permits, certifications and registrations necessary for the carrying out of their activities as currently carried out, and for the regular use of their assets as currently used and any such government authorizations, licenses, permits, certifications and registrations are in full force and effect.

6.1.13 Compliance with Laws

The Parent, the Company and the Subsidiaries carry out their activity in full compliance with the applicable laws and regulations, including, without limitations, those concerning the environment and safety of the work environment and products. During the last two years neither the Parent nor the

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Company or any Subsidiary have received any notices from public authorities alleging the breach of any laws or regulations.

6.1.14 Litigation

The Parent, the Company and the Subsidiaries are not party to any judicial or arbitration suits or actions, administrative or fiscal proceedings; there are no proceedings of any such nature threatened in writing nor other outstanding circumstances that could give rise to any litigation against the Parent, the Company or any of the Subsidiaries.

6.2 Impco hereby represents and warrants to the Sellers, in relation to the sale of the Impco Shares and by reference to the circumstances existing on the Execution Date that Impco carries out its activity in full compliance with the applicable laws and regulations, including, without limitations, those concerning the environment and safety of the work environment.

7. INDEMNIFICATION

7.1 The Sellers hereby undertake to indemnify and hold Impco harmless against any claim, loss, cost or liability (hereinafter referred to as “Losses”) suffered by Impco, the Parent, the Company or any of the Subsidiaries after the Execution Date and which, had the representations and warranties made by the Sellers pursuant to Clause 6 been true, accurate, complete and not misleading, would have not been suffered or incurred.

7.2 Impco shall give written notice to the Sellers of any breach of the representations and warranties of which Impco becomes aware and which may result in a Loss being suffered, upon becoming aware thereof.

7.3 Upon receipt of any such notice of breach the Sellers shall have the right to object that the circumstance raised by Impco does not constitute a breach of the representations and warranties, by giving written notice to such effect to Impco, providing the grounds therefor and attaching all supporting documentation evidencing such position. Should Impco not agree on such objection the Parties shall have the right to refer the dispute to arbitration pursuant to Clause 14 below. Should the Sellers not file any such objection within 15 (fifteen) Business Days of the date of receipt of the notice of breach, the claim of Impco shall be deemed accepted by the Sellers who shall be liable for indemnification in accordance with this Clause 7 for all Losses deriving to Impco, the Parent, the Company or any Subsidiary therefrom.

7.4 Upon acceptance of its indemnification obligation in relation to a specific notice of breach, the Sellers shall have the right to direct the actions to be taken by the Parent, the Company or the Subsidiaries to defend such claim. In all other cases, the subject matter of the notice of breach shall be handled by the Parent or, as the case may be, by the Company or any Subsidiary in good faith, provided that in no event any action or omission of the Parent, the Company or any Subsidiary may result in the indemnification obligation of the Sellers hereunder being reduced or voided in relation to Losses deriving from a breach of representations and warranties which has not been accepted by the Sellers upon receipt of the notice of breach, save in case of gross negligence or wilful

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misconduct of a Managing Director other than Mariano Costamagna or an individual appointed by the Sellers. Nonetheless in such circumstances the Sellers shall have the right to appoint a counsel of their choice and at their expenses, who will be consulted by the counsel appointed by the Parent or, as the case may be, the Company or the Subsidiaries and shall have the right to be informed about all developments of the proceedings.

7.5 The Sellers’ indemnification obligation hereunder will be discharged on the earlier of: (a) the date on which the Loss has become final and non appealable; and (b) the date on which the Loss has been actually sustained by the Parent or the Company or any Subsidiary (as a consequence of a mandatory provisional order of a Court or other competent authority) by paying to the Parent, the Company or the relevant Subsidiary an amount equal to 100% of the Loss net of: (i) the amount of the reserves set aside in relation to such potential liability in the Financial Statements; (ii) the amount of any supervening assets depending upon actions, omissions or circumstances occurred prior to the Execution Date and not shown in the Financial Statements or in the accounts of the Parent, the Company or the relevant Subsidiary as at the Execution Date; (iii) the amount of any tax benefit actually enjoyed by the Parent, the Company or the relevant Subsidiary as a direct consequence of the Loss. The Sellers shall not be under an obligation to make any payment for indemnification to the Parent, the Company or the relevant Subsidiary, in the manner set out in this Clause 7.5, until and unless the aggregate amount of the indemnification due by the Sellers shall have exceeded the amount of € 5,000.00; whereupon the Sellers shall be under an obligation to indemnify the full amount of the Losses, including the € 5,000.00. Notwithstanding the foregoing, the Sellers shall pay indemnification amounts due hereunder to Impco for any Losses which derive from the breach of the representations and warranties set out in Clause 6.1.1., 6.1.2, 6.1.3. and 6.1.4.

7.6 For the purposes of the foregoing Clause 7.5, Losses which result in disbursement of amounts of money or other assets or in failed collection of amounts of money or other assets will be deemed to have occurred on the date on which they have been actually sustained by the Parent, the Company or any Subsidiary. Losses which do not result in disbursement of amounts of money or other assets or in failed collection of amounts of money or other assets will be deemed to have occurred on the date on which they have been directly or indirectly shown in the financial statements of the damaged party.

7.7 Notwithstanding anything to the contrary herein contained, the Sellers shall not be liable for indemnification of Losses:

7.7.1 which depend upon a breach of any representations and warranties, other than those set out in Clause 6.1.8 (Taxes), 6.1.9 (Employees) and 6.1.11 (Environmental), 6.1.13 (Compliance with laws), notice of which has been given by Impco after the fourth anniversary of the Execution Date;

7.7.2 which depend upon a breach of the representations and warranties set out in Clause 6.1.8 (Taxes), 6.1.9 (Employees) and 6.1.11 (Environmental), 6.1.13 (Compliance with laws), notice of which has been given by Impco after the

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expiration of the applicable statutes of limitation in relation to the underlying liability.

7.8 The Sellers hereby undertake to purchase at the book value attributed thereto in the Financial Statements all the Slow Moving Stock still held by the Company on 31 December 2006 or destroyed between 30 April 2002 and 31 December 2006; payment of the relevant price will be effected by the Sellers on or before 31 January 2007 on the basis of the inventory of the Company’s stock as at 31 December 2006. This undertaking of the Sellers rules out any other remedy available to Impco in relation to the Slow Moving Stock, including, without limitation, any claim for breach of the representations and warranties.

8. EARN OUT PUT AND CALL OPTIONS

8.1 The Sellers hereby undertake to grant to Impco the right to purchase the Sellers’ Quota and, in turn, Impco hereby undertake to grant to the Sellers the right to sell the Sellers’ Quota to Impco, under the terms and conditions set out in this Clause 8. The Options shall be granted pursuant to Italian law through signature of the Option Deed.

8.2 The Options may be exercised by giving written notice to such effect to the other Party during the 60 (sixty) days period following the date on which the financial statements of the Company relating to the fiscal year 2006 have been approved by the shareholders of the Company or such later period as may be agreed by the Parties pursuant to Clause 8.5.. Without prejudice to the generality of the foregoing, in the event that Mr. Mariano Costamagna ceases to be a director of the Companies:

(i) due to health-related reasons which prevents Mr Costamagna from fulfilling his duties, the Options may be exercised in advance by giving written notice to such effect to the other Party during the 60 (sixty) days period following the date on which Mr. Mariano Costamagna ceases from the office;

(ii) due to any reason other than health-related reasons -such as, without limitation, dismissal, resignation, etc.- Impco’s Earn Out Call Option may be exercised in advance by giving written notice to such effect to the Sellers during the 60 (sixty) days period following the date on which Mr. Mariano Costamagna ceases from the office.

8.3 The Options will be exerciseable in one instance and for all of the Sellers’ Quota, provided that, if at the date on which Impco’s Earn Out Call Option is exercised, any of the Sellers and/or Ms. Elisa Costamagna and/or Mr. Marco Costamagna is a member of the board of directors of the Company or an employee of the Company, the Sellers shall have the right to retain a 10% participation in the Parent’s capital, thereby reducing the Sellers’ Quota for which the Impco’s Earn Out Call Option has been exercised, provided that, in such case, Impco shall have the right to exercise the option on such 10% participation during the 60 (sixty) days period commencing on the date on which none of the Sellers and/or Ms. Elisa Costamagna and/or Mr. Marco Costamagna is any longer a member of the board of directors of the Company or an employee of the Company.

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8.4 The price at which the Options may be exercised shall be a percentage equal to the Sellers’ Quota (minus the 10% in the event that the Sellers exercise the retention right provided for in Clause 8.3) of the higher of: (i) 5.5 times the average consolidated EBITDA of the Parent during the last two financial years preceding the date of exercise of the Options (as shown by the approved financial statements of the Parent and the Company) less the aggregate amount of dividends paid by the Parent to its quotaholders after 1 January 2002; and (ii) 2.5 times the consolidated capital and reserves of the Parent as shown by the approved financial statements of the Parent for the last financial year. The higher of such amount shall be increased by € 3,806,900 (Euro three million eight hundred six thousand nine hundred), being 60,36 per cent of the price for the sale of the Real Estate, provided that the same was actually collected by the Company; in the event that the Sellers exercise the retention right provided for in Clause 8.3, the option price shall be increased by € 3,045,520 (Euro three million fourty five thousand five hundred and twenty) and the balance of € 761,380 (Euro seven hundred sixty one thousand three hundred and eighty) shall be added to the price of the residual 10% if and when the same shall be purchased by Impco pursuant to the relevant call option. The determination of the price shall be made by the Auditors by applying the foregoing formula, provided that, should any of the Parties disagree with the outcome of the Auditors’ calculation, the solution of the dispute shall be deferred to binding arbitration (“arbitraggio”) to be conducted by Deloitte & Touche, Milan branch by applying the foregoing formula in accordance with the terms of this Agreement.

8.5 The Parties shall have the right to renew the period of exercise of the Options for one or more instances and for all or any part of the Sellers’ Quota, at any time prior to expiration of the Options.

8.6 Formalization of the transfer of the Sellers’ Quota for which the Options have been exercised and payment of the price therefor, subject to any reduction pursuant to Clause 8.3 above, shall occur simultaneously on a date, indicated by the purchasing Party, being not later than 10 (ten) Business Days after the date on which the relevant option has been exercised, unless the transfer is subject to any condition precedent provided for by applicable laws (such as any competition clearance) in which case the transfer shall occur not later than 10 (ten) days after the date on which such condition precedents have been duly met.

8.7 The representations and warranties of the Sellers in relation to circumstances existing on the Execution Date as set out in Clause 6 shall apply to the sale and purchase of all or any part of the Sellers’ Quota as a result of exercise of the Options in accordance with the provisions of Clause 6 and 7, to the extent then still applicable, except that the Sellers shall be liable for indemnification in favor of Impco, in accordance with Clause 7, in relation to any Loss which derives from actions or omissions of the Parent or the Company occurred prior to the date of purchase of the Sellers’ Quota pursuant to the Options to the extent they have been decided by any of the Sellers or their relatives who are directors of the Parent or the Company without authorisation from the board of directors.

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9. SELLERS’ DEFAULT CALL OPTIONS

9.1 Sellers’ Default Call Option One

In the event that Impco fails to pay the Deferred Portion of the Purchase Price on 30 September 2002 in accordance with Clause 3.2.4 of this Agreement, the Sellers shall have the right to purchase the Quota from Impco, to be exercised within [31 October 2003] by giving written notice to the Fiduciary Company, in accordance with Clause 7.3 of the Irrevocable Instructions, for a consideration equal to USD 10,000,000 (US Dollars ten million), to be paid as follows: (a) a cash portion equal to USD 4,285,712 (US Dollars four million two hundred eighty five thousand seven hundred and twelve), and (b) a security portion consisting in a number of Lock-Up Impco Shares necessary to equal the overall value of USD 5,714,288 (US Dollars five million seven hundred fourteen thousand two hundred eighty and eight), at a price per share equal to the higher between USD 4.33 and the average closing price during the period from 15 September 2003 to 30 September 2003. Upon exercise of the Sellers’ Default Call Option One:

(i) the Sellers shall deliver to the Fiduciary Company for the account of Impco the cash portion of the purchase price;

(ii) the Sellers shall deliver to the Fiduciary Company written instructions to release to Impco the security portion of the purchase price;

(iii) the Fiduciary Company shall record the Sellers as beneficial owners of the Quota.

9.2 Sellers’ Default Call Option Two

Impco hereby undertakes to grant to the Sellers the right to purchase the Quota from Impco in accordance with the terms and conditions of this Clause 9 through signature of the Option Deed. In the event that, following exercise of the Options, Impco fails to purchase the Sellers’ Quota for which the Option was exercised or fails to pay the relevant price in accordance with the provisions of Clause 8 above the Sellers shall have the right, to be exercised within 30 (thirty) days from the expiry of the term provided for in Clause 8.6, to terminate the sale and purchase of the Sellers’ Quota occurred pursuant to the exercise of the Options in accordance with Clause 8 above and, in turn, shall have an option to purchase all or any part (but not less than 20% thereof) of the Quota at a price determined and payable in accordance with Clause 8.4, except that the amount of € 3,806,900 (Euro three million eight hundred and six thousand, nine hundred) shall not be added to the amount resulting from application of the formula. The price so calculated shall be reduced by the amount of USD 8,000,000 (US Dollars eight million) if all the Quota is purchased, or any pro-rata portion of such amount if less than the entire Quota is purchased.

10. SELLERS’ TURNOVER RELATED CALL OPTION

10.1 Impco hereby grants to the Sellers the right to purchase the Quota from Impco in accordance with the terms and conditions of this Clause 10.

10.2 The Sellers’ Turnover Related Call Option may be exercised only in the event that, following the Execution Date, the business brought by Impco to the Company, measured

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in terms of revenues derived by the Company from sales to new customers, increased revenues derived by the Company from sales to existing customers and revenues derived by the Company from sales to Impco or its subsidiaries (hereinafter referred to as “Impco Revenues”) has been lower than the following yearly targets: (i) € 5,000,000.00 (Euro five million) in the calendar year 2003; (ii) € 7,500,000.00 (Euro seven million five hundred thousand) in the calendar year 2004; (iii) € 10,000,000.00 (Euro ten million) in the calendar year 2005; (iv) € 15,000,000.00 (Euro fifteen million) in the calendar year 2006. Impco Revenues shall be calculated on a monthly basis.

10.3 In the event that in any of the foregoing calendar years the Impco Revenues have been less than the amount set out in relation to such year in Clause 10.2, the Sellers shall have the right to exercise the Sellers’ Turnover Related Call Option during the month of March of the following calendar year by giving written notice to such effect to Impco. The Sellers’ Turnover Related Call Option may be exercised by the Sellers in one instance only and for all of the Quota.

10.4 The price payable by the Sellers to Impco for the purchase of the Quota pursuant to the Sellers’ Turnover Related Call Option shall be determined in accordance with Clause 8.4, except that the amount of € 3,806,900 (Euro three million eight hundred and sixthousand, nine hundred) shall not be added to the amount resulting from application of the formula. The Sellers shall have the right to pay part of such price by transfering to Impco all or any portion of the Impco Shares held by them, which, for such purposes, shall be valued at the average closing stock market price of the 30 (thirty) Business Days preceding the date of exercise of the Sellers’ Turnover Related Call Option, discounted by 5%.

10.5 Formalization of the transfer of the Quota for which the Sellers’ Turnover Related Call Option has been exercised and payment of the price therefor shall occur simultaneously on a date, indicated by the Sellers, being not later than 10 (ten) Business Days after the date on which the Sellers’ Turnover Related Call Option has been exercised, unless the transfer is subject to any condition precedent provided for by applicable laws (such as any competition clearance) in which case the transfer shall occur not later than 10 (ten) days after the date on which such condition precedents have been duly met.

10.6 Notwithstanding the foregoing, the Sellers’ Turnover Related Call Option may not be exercised in the event that, although the Impco Revenues have been in any given calendar year lower than the amounts indicated in Clause 10.2: (i) the Company’s prices or other terms of sale or the quality of products or services of the Company were, during all or a substantial part of such calendar year not competitive with those of competitors based in Europe, North or South America, South Korea or any other country where the Company shall directly or indirectly establish manufacturing facilities or with companies of Impco Group; (ii) failure to reach such amount of Impco Revenues is attributable to managerial choices made by the Company with the consent of the board of directors; or (iii) failure to reach such amount of Impco Revenues is attributable to adverse market conditions affecting the market in general or to other circumstances outside the reasonable control of Impco.

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11. SERVICES AND NON COMPETE AGREEMENT

11.1 Mariano and Pier Antonio Costamagna hereby agree to continue rendering their services to the Parent, the Company and the Subsidiaries until 30 June 2007 in substantially the same manner and with substantially the same level of commitment as they have been rendered until the date hereof.

11.2 In consideration for the services which will be rendered pursuant to Section 11.1 and for the undertakings pursuant to Section 11.3, the Company shall recognise to Mariano and Pier Antonio Costamagna an overall annual compensation of Euro 100,000 (Euro one hundred thousand) each which will be paid as compensation as members of the board of directors.

11.3 Mariano and Pier Antonio Costamagna hereby undertake, jointly and severally, not to commence, acquire, pursue or otherwise and in any manner whatsoever (including, without limitation, as shareholders, venturers, consultants, advisors, agents or providers of funding), directly or indirectly (including, without limitation, through their spouses, sons or other close relatives), engage in, any activity in direct competition with the activity currently carried out by the Parent, the Company or the Subsidiaries.

11.4 The non compete undertaking of each of Mariano and Pier Antonio. Costamagna hereunder shall have a duration until the end of the third year following the later of the respective dates on which Mariano or, as the case may be, Pier Antonio Costamagna: (i) shall no longer hold any participation in the Company; or (ii) shall no longer render their services to the Parent, the Company or the Subsidiaries.

11.5 The Parties agree and acknowledge that, as at the date hereof, Mariano and Pier Antonio Costamagna own controlling participations and are members of the board of directors of TCN Vehicles Division S.r.l., TCN S.r.l., Europlast S.r.l. and MTM Hydro S.r.l., which companies carry out activities similar to, but not directly competing with, the Company and the Subsidiaries. Mariano and Pier Antonio Costamagna will be permitted to continue operating the business of such companies, provided that the same is not expanded in a manner which may bring it in direct competition with the activities carried out by the Company and the Subsidiaries and that the activity made by Mariano and Pier Antonio Costamagna for the account of such companies does not restrain their ability to render services to the Parent, the Company and the Subsidiaries pursuant to Section 11.1.

The Parties furtherly agree and acknowledge that, as at the date hereof, Mariano and Pier Antonio Costamagna own controlling participations and are members of the board of directors of B.R.C. S.r.l.. It is agreed between the Parties that the activity of such company may be subject to non-compete restrictions on the basis of specific agreements to be subsequently reached between the Parties.

11.6 Mariano and Pier Antonio Costamagna hereby agree that the compensation established for their rendering services pursuant to Section 11.2 above, as well as the Purchase Price, are meant to include compensation also for the non compete undertakings assumed hereunder, as the same constitute an essential element of the overall transaction contemplated by this Agreement. As a consequence, in the event of breach of the non-compete undertakings, without prejudice to any other rights and remedies available to

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Impco pursuant to the law, Mariano and Pier Antonio Costamagna will be liable to pay to Impco, by way of liquidated damages, an amount equal to Euro 1,000,000.00 for each breach.

12. MISCELLANEA

12.1 All the obligations of the Sellers hereunder shall be joint and several.

12.2 The Sellers hereby acknowledge that Impco is listed on an official stock exchange and that, as a consequence, it is subject to severe rules in relation to release of communications to the market. As a consequence the Parties agree that no communication shall be publicly made by either of the Parties without the written consent of the other Party. The Parties shall use their best efforts to coordinate the respective communications to the public. The provisions of this Clause 11.2 shall not apply to any disclosure which any of the Parties may be forced to make for the purposes of enforcing judicially any of its rights or that is required by an order of a competent public authority or to comply with mandatory provisions of law, provided that in all such cases the disclosing Party shall give the other Party written notice of such disclosure as soon as legally possible and will be under an obligation to limit the disclosure to the extent strictly necessary for the relevant purposes.

12.3 Without prejudice to the foregoing, the Sellers hereby agree that at any moment after the Execution Date they shall not (and shall cause the Company not to) make any communication or release concerning the Parent and/or the Company, which may have a direct or indirect impact on Impco’s stock price, whether positive or negative, without the prior consent of Impco.

13. NOTICES

13.1 Any communication or notice in relation to this Agreement shall be effected in writing and in English language and delivered by registered letter with receipt by return mail and, if necessary, sent by telegram or fax in advance, and shall take effect from the date in which the registered letter is sent.

13.2 The aforesaid communications or notices shall have to be sent to the following addresses:

13.2.1 If to Impco:

IMPCO Technologies Inc., 16804, Gridley Place, Cerritos, Ca., U.S.A., Fax no. 0015629248069, attn. Bob Stemmler, with copy to Studio Grimaldi e Associati, via del Lauro 9 20121 Milano, Italy, attn. Roberto Cappelli, fax no. +390233355200;

13.2.2 If to the Sellers collectively:

Mariano Costamagna, c/o Studio Tibaldi Giraudo, via S. Margherita 8 Alba (CN) (Italy), fax no. +390173362307, with copy to Avv. Marco Di Toro, C.so Stati Uniti 62 10128 Torino (Italy), fax no. +39011530159.

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13.3 It is understood that any communication sent to the above addresses shall be considered as received when effectively delivered to the relevant Party. Any change of address shall only be valid if communicated in writing to the other Party.

14. GOVERNING LAW AND JURISDICTION

14.1 This Agreement and all Ancillary Agreements shall be governed by and interpreted in accordance with the laws of the Republic of Italy.

14.2 Any dispute in relation to the validity, interpretation, execution or performance of this Agreement or any Ancillary Agreement shall be submitted to arbitration under the rules of the Amsterdam Chamber of Commerce by three arbitrators, fluent in Italian and in English, one of whom will be appointed by Impco, one by the Sellers and the third, who will act as Chairman, by the first two arbitrators or, in the event of their failure to reach an agreement within thirty days of their appointment, in accordance with the arbitration rules of the Amsterdam Chamber of Commerce. The seat of arbitration shall be Amsterdam.

IN WITNESS WHEREOF, the Parties have executed this Agreement in the place and as of the date first above written.

Impco Technologies Inc.	Mariano Costamagna /s/ MARIANO COSTAMAGNA
	Pier Antonio Costamagna /s/ PIER ANTONIO COSTAMAGNA
	Bruna Giachino /s/ BRUNA GIACHINO
	Carla Borgogno /s/ CARLA BORGOGNO

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EX-2.2

EXHIBIT 2.2

OPTION AGREEMENT

This Option Agreement is entered into on this 3rd day of the month of October 2002, in Milan, by and between:

(1) IMPCO Technologies Inc., a company incorporated and existing under the laws of State of Delaware U.S.A. with registered offices at 16804, Gridley Place, Cerritos, Ca., U.S.A., represented by its director and attorney-in-fact, Mr. Terence K. Clapp (hereinafter referred to as “Impco”); and

(2) Mr. Mariano Costamagna, born in Narzole, on 15 March 1951, and domiciled at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(3) Mr. Pier Antonio Costamagna, born in Narzole, on 22 July 1952, and domiciled at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(4) Mrs. Bruna Giachino, born in Cherasco, on 4 November 1956, domiciled at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(5) Mrs. Carla Borgogno, born in La Morra, on 16 March 1957, domiciled at Cherasco, Via La Morra, 2, married in a separation of assets regime (Messrs. Mariano and Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno are hereinafter jointly referred to as the “Sellers”).

(Impco and Costamagna hereinafter individually referred to as one “Party”, collectively referred to as the “Parties”).

WHEREAS:

(A) The Sellers are the controlling shareholders of B.R.C. Società a Responsabilità Limitata, with registered offices at Cherasco, via La Morra 1, registered with the Court of Alba under the no. 02811070040 (hereinafter referred to as the “Parent”).

(B) The Parent, in turn, in addition to certain assets and liabilities belonging to the Sellers’ family, holds a quota representing 100% of the issued and outstanding corporate capital of M.T.M. S.r.l., a limited liability company with registered offices at Cherasco, via La Morra 1, registered with the Court of Alba under the no. 00525960043 (hereinafter referred to as the “Company”).

(C) Impco and the Sellers have entered into negotiations aimed at considering the possible acquisition by Impco of the Company and/or the integration of the Company’s operations with the operations of Impco’s international group of companies.

(D) Following several meetings and discussions, on 17 April 2002 Impco and the Company entered into a Confidentiality Agreement which included as an attachment a Term Sheet (all such documents are hereinafter referred to as the “Letter of Intent”), setting out reciprocal confidentiality undertakings of the Parties and the basic arrangements reached by the parties in relation to the envisaged transaction.

(E) In accordance with the terms of the Letter of Intent, from 22 April 2002 to 7 May 2002 Impco carried out a due diligence on the Parent’s and the Company’s legal and

accounting situation (the “Due Diligence”); from 13 May 2002 to 14 May 2002 the Sellers carried out a due diligence on Impco’s legal and accounting situation.

(F) On the basis of the Due Diligence findings Impco and the Sellers have agreed certain amendments to their basic arrangements which were reflected in an Amendment to the Letter of Intent signed on 21 June 2002 (the “Amendment” and, together with the Letter of Intent, the “Amended Letter of Intent”).

(G) The Sellers have agreed to grant to Impco, which agreed to acquire, an option to enter into certain agreements providing for the purchase by Impco of a participation equal to 50% of the Parent, the granting of certain options between the Parties concerning the sale and purchase of the remaining 50% of the Parent’s legal capital, and certain shareholders agreement in relation to the governance of the Parent and the Company, at terms agreed between the Parties.

NOW, THEREFORE, the Parties hereto have agreed as follows:

1. DEFINITIONS

Terms defined in the Contracts (as defined below) shall have the same meaning when used herein; in addition, the following terms, when used herein with capital letters, shall have the meanings respectively ascribed thereto in this Clause 1.

1.1 “Contracts” means the Sale and Purchase Agreement, the Shareholders Agreement, the Pledge Agreement and the Option Deed.

1.2 “Fiduciary Terms” means the general terms and conditions of the fiduciary mandate granted by the Sellers and Impco to the Fiduciary Company.

1.3 “Irrevocable Instructions” means the joint irrevocable instructions granted by the Sellers and Impco to the Fiduciary Company in the form attached hereto as Annex 1.3 to supplement the Fiduciary Terms.

1.4 “Lock-Up Agreement” means the agreement attached hereto as Annex 1.4 pursuant to which the Sellers have agreed to restrict their ability to dispose of the Lock-Up Impco Shares.

1.5 “Lock-Up Impco Shares” means 1,662,818 ordinary shares of Impco, being 72% of the Impco Shares.

1.6 “Option Period” means the 15-day period commencing on 1 January 2003 and ending on 15 January 2003.

1.7 “Option Price” has the meaning attributed thereto in Section 3.1.

1.8 “Pledge Agreement” means the Italian pledge agreement in the form attached hereto as Annex 1.8 pursuant to which on the Execution Date the Quota shall be pledged in favor of the Sellers to secure payment by Impco of the Deferred Portion of the Purchase Price.

1.9 “Sale and Purchase Agreement” means the sale and purchase agreement attached hereto as Annex 1.9.

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1.10 “Shareholders Agreement” means the shareholders agreement attached hereto as Annex 1.10.

1.11 “Fiduciary Company” means Cititrust S.p.A., a fiduciary company incorporated pursuant to Italian law, with registered offices at Foro Buonaparte 16, Milan.

2. GRANTING OF OPTION

2.1 The Sellers hereby irrevocably grant to Impco, which hereby accepts, the right to enter into the Contracts, within the terms and pursuant to the conditions set out herein.

2.2 By way of implementation of the granting of the Option, simultaneously with the signing of this Option Agreement and with payment by Impco of the first tranche of the Option Price pursuant to Section 3.1.1 below, the Parties have executed or caused to be executed the following actions:

2.2.1 The Sellers have registered the Quota in the name of the Fiduciary Company, pursuant to the Fiduciary Terms and the Irrevocable Instructions.

2.2.2 The Sellers, Impco and the Fiduciary Company have signed and exchanged the Fiduciary Terms and the Irrevocable Instructions.

2.2.3 The Sellers have signed the Contracts and have delivered them to the Fiduciary Company to be kept and disposed of in accordance with the Irrevocable Instructions.

2.2.4 The Sellers have signed the Lock-Up Agreement and have delivered it to the Fiduciary Company.

3. OPTION PRICE

3.1 In consideration for the granting of the option pursuant to Section 2.1 above, Impco hereby agrees to pay to the Sellers the amount of USD 11,500,000 (U.S. Dollars eleven million five hundred thousand) (the “Option Price”) as follows:

3.1.1 As to USD 1,500,000 (U.S. Dollars one million five hundred thousand) in cash by wire transfer to the Sellers’ account no. 36840 with Monte dei Paschi di Siena, branch no. 100 at Via Mazzini 12, Turin, on the date of signing of this Option Agreement and simultaneously with implementation of the actions set out in Section 2.2 above (Step One) followed by:

3.1.2 as to the balance of USD 10,000,000 (U.S. Dollars ten million) by delivering to the Fiduciary Company, for the account of the Sellers, the Impco Shares duly recorded in the name of the Sellers, on or before, and in any case no later than, 28 November 2002 (Step Two).

3.2 Pursuant to the Lock-Up Agreement the Sellers have agreed to abide by certain restrictions to their ability to dispose of the Lock-Up Impco Shares. The Parties hereby agree and acknowledge that the Sellers may freely dispose of the portion of the Impco Shares in excess of the Lock-Up Impco Shares.

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3.3 This Option Agreement shall automatically terminate in case Impco fails to effect payment of the second tranche of the Option Price as provided in Section 3.1.2. In such case:

3.3.1 the Sellers shall have the right to retain the first tranche of the Option Price referred to in Section 3.1.1;

3.3.2 Impco shall pay to the Sellers the amount of USD 2,800,000 (US Dollars two million eight hundred thousand) as finally liquidated damages;

3.3.3 neither Party shall have any further claim hereunder towards the other.

3.4 For the sake of clarity in case this Option Agreement is terminated in accordance with Section 3.3 above, Impco shall not be under any further obligation to effect payment of the second tranche of the Option Price, nor shall the Sellers have any claim in relation to such second tranche or for damages or for any other reason whatsoever other than as provided for in Section 3.3.2 above.

3.5 In the event that the option granted hereunder is exercised by Impco pursuant to Section 4 below, the Option Price shall be deemed to constitute payment on account of the Purchase Price and shall be deducted from the amount payable by Impco to the Sellers on the Execution Date pursuant to the Sale and Purchase Agreement.

3.6 The Parties hereby acknowledge that the number of Impco Shares to be part of the Option Price pursuant to Section 3.1.2 above has been mutually agreed and determined, such determination being final and conclusive in any respect.

3.7 The Impco Shares to be part of the Option Price shall be delivered to the Fiduciary Company, in accordance with Section 3.1.2 above, fully paid in, free from any Encumbrance and fully entitled to all rights pertaining to Impco’s ordinary shares pursuant to the applicable law and Impco’s articles of association, including, without limitation, the voting rights, the right to collect dividends and the preemption rights on any issue of new capital by Impco.

4. EXERCISE OF THE OPTION

4.1 The option granted by the Sellers hereunder may be exercised by Impco by delivering to the Sellers and the Fiduciary Company, a notice of exercise at any time during the Option Period.

4.2 Upon receipt of the notice of exercise Impco and the Sellers shall agree on the Execution Date, which, save as otherwise agreed between the Parties, will not be a date later than 31 January 2003, and Impco shall communicate in writing to the Fiduciary Company the date so agreed upon.

4.3 On the Execution Date the Parties shall perform the activities set out in Section 5.2 of the Sale and Purchase Agreement and upon completion thereof the Fiduciary Company shall record as beneficiary holder of the Quota Impco in place of the Sellers.

4.4 In the event that the Sellers refuse to cooperate in the performance of the actions set out in Section 5.2 of the Sale and Purchase Agreement, the Fiduciary Company shall, in

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accordance with the Irrevocable Instructions, deliver to Impco the Contracts signed by the Sellers and shall record Impco as beneficiary holder of the Quota upon receipt of: (i) a copy of each of the Contracts duly signed by Impco; and (ii) the balance of the portion of the Purchase Price to be paid by Impco on the Execution Date.

5. FIDUCIARY COMPANY

5.1 Any liability of the Parties towards the Fiduciary Company, including, without limitation, fees and expenses due to the Fiduciary Company for its services under the Fiduciary Terms and the Irrevocable Instructions as well as any indemnification due to the Fiduciary Company thereunder or by operation of law, shall be sustained by the Sellers and Impco in equal shares, except in the event that the any such liability is the consequence of a breach by any of the Parties of its obligations hereunder or under the Fiduciary Terms and the Irrevocable Instructions or under any of the Contracts, in which case the Party in breach shall be solely liable for the payment of such liability.

6. APPOINTMENTS

6.1 As soon as reasonably practicable after the date of execution of this Option Agreement, Impco shall cause that appropriate corporate action is taken in accordance with California laws and Impco’s articles of association to ensure that: (i) Mr. Mariano Costamagna is appointed as member of Impco’s board of directors; and (ii) Mr. Danilo Ceratto and Mr. Marco Seimandi are appointed as members of Impco’s executive committee. Impco shall use its best efforts to cause that Mr. Mariano Costamagna is appointed as Chairman of the nomination committee of Impco’s board of directors.

7. INTERIM MANAGEMENT

7.1 During the period between 3^rd October 2002 and the Execution Date, the Sellers shall conduct the businesses of the Parent, the Company and the Subsidiaries within the ordinary course of business only and in accordance with past practices, save as otherwise agreed in writing by Impco in advance.

8. NOTICES

8.1 Any communication or notice in relation to this Agreement shall be effected in writing and in English language and delivered by registered letter with receipt by return mail and, if necessary, sent by telegram or fax in advance, and shall take effect from the date in which the registered letter is sent.

8.2 The aforesaid communications or notices shall have to be sent to the following addresses:

8.2.1 If to Impco:

IMPCO Technologies Inc., 16804, Gridley Place, Cerritos, Ca., U.S.A., Fax no. [•], attn. [•], with copy to Studio Grimaldi e Associati, via del Lauro 9 20121 Milano, Italy, attn. Roberto Cappelli, fax no. +390233355200;

8.2.2 If to the Sellers collectively:

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Mariano Costamagna, c/o Studio Tibaldi Giraudo, via S. Margherita 8 Alba (CN) (Italy), fax no. +390173362307, with copy to Avv. Marco Di Toro, C.so Stati Uniti 62 10128 Torino (Italy), fax no. +39011530159.

It is understood that any communication sent to the above addresses shall be considered as received when effectively delivered to the relevant Party. Any change of address shall only be valid if communicated in writing to the other Party.

9. GOVERNING LAW AND JURISDICTION

9.1 This Option Agreement and all ancillary agreements shall be governed by and interpreted in accordance with the laws of the Republic of Italy.

9.2 Any dispute in relation to the validity, interpretation, execution or performance of this Option Agreement or any ancillary agreement shall be submitted to arbitration under the rules of the Amsterdam Chamber of Commerce by three arbitrators, fluent in Italian and in English, one of whom will be appointed by Impco, one by the Sellers and the third, who will act as Chairman, by the first two arbitrators or, in the event of their failure to reach an agreement within thirty days of their appointment, in accordance with the arbitration rules of the Amsterdam Chamber of Commerce. The seat of arbitration shall be Amsterdam.

IN WITNESS WHEREOF, the Parties have executed this Option Agreement in the place and as of the date first above written.

Impco Technologies Inc.	Mariano Costamagna
	Pier Antonio Costamagna
	Bruna Giachino
	Carla Borgogno

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EX-2.3

EXHIBIT 2.3

SHAREHOLDERS AGREEMENT

This Shareholders Agreement is entered into on this [•]th day of 2003 by and between:

(1) IMPCO Technologies Inc., a company incorporated and existing under the laws of State of Delaware U.S.A. with registered offices at 16804, Gridley Place, Cerritos, Ca., U.S.A., represented by its director and attorney-in-fact, Mr. Terence K. Clapp (hereinafter referred to as “Impco”); and

(2) Mr. Mariano Costamagna, born in Narzole, on 15 March 1951, and domiciled at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(3) Mr. Pier Antonio Costamagna, born in Narzole, on 22 July 1952, and domiciled at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(Messrs. Mariano and Pier Antonio Costamagna, are hereinafter jointly referred to as “Costamagna”).

WHEREAS:

(A) Impco and Costamagna on the date hereof have entered into a Sale and Purchase Agreement (the “Agreement”) pursuant to which Impco purchased from Costamagna a participation equal to 50% of the capital stock of B.R.C. S.r.l. (the “Parent”).

(B) In accordance with the Signing Option terms and conditions, on the date of execution of this Agreement the Quota is registered in the name of the Fiduciary Company which shall hold it in escrow until 30 September 2003 pursuant to the Irrevocable Instructions.

(C) Costamagna aggregately hold the residual 50% participation in the capital stock of the Parent, as follows:

· Mariano Costamagna             25%

· Pier Antonio Costamagna     25%.

(D) The Parent holds a quota representing 100% of the issued and outstanding capital stock of M.T.M. S.r.l. (the “Company”) and indirectly controls B.R.C. Brazil and B.R.C. Argentina (the “Subsidiaries”).

(E) Pursuant to the Agreement Costamagna granted to Impco certain call options on the residual participation held by Costamagna in the Parent and, conversely, Impco granted to Costamagna certain put options for the sale of their residual participation in the Parent to Impco; in addition, Impco granted to Costamagna certain call options for the purchase of all or a portion of Impco’s participation in the Parent in certain events of defaults regarding Impco pursuant to the Agreement.

(F) Impco and Costamagna hereby intend to regulate the governance of the Parent and their mutual relationship as shareholders of the Parent, in the frame of the arrangements set out in the Agreement.

NOW, THEREFORE, the Parties hereto have agreed as follows.

1. DEFINITIONS

1.1 Terms defined in the Agreement shall have the same meaning when used herein.

1.2 In addition, the following terms shall have the following meanings:

1.2.1 “Articles” means the articles of association of the Companies, attached hereto as Annex 1.

1.2.2 “Business Plan” means the business plan for the period 2003—2004, the terms of which shall be resolved by the board of directors of the Company.

1.2.3 “Companies” means the Parent and the Company.

1.2.4 “Impasse” means any of the cases of inability by the directors or shareholders of any of the Companies to reach the required majority to take a valid resolution on any of the following matters: approval of the Companies’ financial statements and/or business plans, appointment of the board of directors, appointment of the Managing Director, capital increases of the Companies (to the extent that the capital increase is required to comply with any law provision or any order of competent authority), distribution of dividend according to the agreed dividend pay-out policy, or on any other resolution where failure to take such resolution may result in any of the Companies’ impossibility to carry out its operations or business.

2. RANGE OF APPLICATION OF THIS SHAREHOLDERS AGREEMENT

2.1 This Shareholders Agreement is intended to govern in a consistent manner the governance of both the Parent and the Company. All the provisions hereof shall apply to both the Companies or, in case of merger between the Companies, to the company resulting from the merger.

2.2 The provisions of this Shareholders Agreement shall apply to the Subsidiaries and to any future subsidiaries of the Companies only if the same are expressly mentioned by the relevant provisions, provided that it is the intention of the Parties to ensure that the management of the Subsidiaries and of any future subsidiaries of the Companies is made under the control of the board of directors of the Companies and in a manner fully consistent with the governance rules provided for the Companies.

2.3 The Parties hereby agree and warrant reciprocally to exercise the voting rights pertaining to their respective participations and to use their influence on the directors respectively designated by them to cause that they exercise their respective voting rights, so as to duly and punctually implement the agreements set out below.

2.4 The Parties agree that any deviation from the governance rules set out below by any of the directors shall be deemed, between the Parties, as a breach of this Shareholders Agreement committed by the Party who designated such director.

2.5 Impco agrees to cause the Fiduciary Company to exercise the voting rights so as to duly and punctually implement the agreements set out hereunder, until the Quota will be

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registered under the name of the Fiduciary Company in accordance with the Irrevocable Instructions.

3. BOARD OF DIRECTORS

3.1 The Parties agree that the board of directors of the Companies shall be composed of seven members, four of which shall be designated by Impco and three of which shall be designated by Costamagna. The Parties acknowledge that shareholders’ meetings of the Companies held on the Execution Date have appointed the following persons as directors of the Companies: Mr. Terence K. Clapp, Mr. Robert M. Stemmler, Mr. Timothy Stone and Mr. Pier Luigi Moncalvo as directors designated by Impco and Mr. Mariano Costamagna, Mr. Pier Antonio Costamagna and Marco Seimandi as directors appointed by Costamagna.

3.2 The term of office of the board of directors of the Companies so appointed will last on 30 September 2007. In the event that, during the term of office, one or more directors other than Mr. [•] shall cease from the office for any reason whatsoever, the Party who originally designated the ceased director shall have the right to designate the individual who should replace the ceased director.

3.3 Should any of the Parties wish to revoke any of the directors designated by it, the other Party shall be under an obligation to exercise the voting rights pertaining to it in a manner so as to allow such revocation and the appointment of another director designated by the revoking Party to replace the revoked director, provided that, the revoking Party shall keep the other Party and the Companies harmless and indemnified against any claim that the revoked director may have towards the Companies as a result of such revocation. For the avoidance of any doubt, the Parties hereby acknowledge and agree that the inability of the shareholders’ meeting to take a valid resolution on the revocation of any of the directors shall not result in an Impasse.

4. AUTHORITY OF THE BOARD AND DELEGATION OF POWERS

4.1 Pursuant to the Articles, the board of directors shall be granted all powers of ordinary and extraordinary administration of the Companies.

4.2 The board meetings shall be validly held by the attendance of a majority of the directors in office and, save as provided in Section 4.3 below, will validly resolve by the favorable vote of the majority of the directors in attendance. To the extent possible, board meetings may be held by teleconference or video conference.

4.3 Notwithstanding any contrary provision contained in the Articles, approval of the following resolutions shall be subject to the favorable vote of not less than five directors:

4.3.1 Sale or purchase of assets, businesses or participations having a value (taking into account the liabilities assumed or assigned) higher than Euro 2,000,000 (Euro two million).

4.3.2 Undertaking of financial obligations for an amount of more than Euro 2,000,000 (Euro two million).

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4.3.3 Introduction of new lines of business or dismissal of any existing line of business.

4.3.4 Execution of contracts between Impco or any affiliates or subsidiaries of Impco and the Companies.

Resolution on the foregoing matters may not be delegated to any single director.

4.4 For the entire duration of the term of office of the board of directors pursuant to Section 3.2 above, Mr. Mariano Costamagna shall be Managing Director of the Companies and shall have the powers listed in Annex [•] attached hereto. The Managing Director shall periodically, and not less often than quarterly, make a full and detailed report to the board of directors of the Companies about the activities undertaken in accordance with the powers granted to him. In addition each director shall have the right to ask and obtain explanations and information, including all relevant documentation, as to any activity that the Managing Director shall conduct on behalf of the Companies.

4.5 In the event that Mr. Mariano Costamagna ceases for any reason whatsoever to be a director of the Companies, the new Managing Director shall be appointed by the board of directors.

4.6 The Chairman of the board of directors shall be chosen among the directors designated by Impco.

5. BOARD OF STATUTORY AUDITORS

5.1 The board of statutory auditors of the Companies shall be composed of three effective members and two alternate members. The term of office of the board of statutory auditors shall be three years.

5.2 One effective member (who shall act as Chairman of the board of statutory auditors) and one alternate member will be designated by Impco; two effective members and one alternate member will be designated by Costamagna. The Parties acknowledge that shareholders’ meetings of the Companies held on the Execution Date have appointed the following persons as statutory auditors of both the Parent and the Company: Mr. Pio Bersani and Mr. Nicola Sirtori respectively as effective and alternate auditor, designated by Impco; Mr. Claudio Tibaldi, Mr. Danilo Tibaldi and Ennio Berlinghieri respectively the first two as effective and the third one as alternate auditor, appointed by Costamagna

5.3 In the event that, during the term of office, one or more auditors shall cease from the office for any reason whatsoever, they shall be replaced by the alternate auditor designated by the Party who had originally designated the ceased auditor, and the same Party shall also designate the new alternate auditor to be appointed.

6. RIGHT OF FIRST REFUSAL

6.1 The Parties agree that for the entire duration of this Shareholders Agreement no sale of the participations held by Costamagna in the Parent shall be permitted.

6.2 Without prejudice to the provision of Section 6.1, any Party who intends to sell all or any part of its participation in the Parent (the “Selling Shareholder”) shall give written

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notice of its intention to sell to the other Party, specifying the name of the proposed purchaser of the participation (the “Potential Purchaser”), the quota to be sold (the “Offered Quota”), the agreed price and any other terms and conditions of the sale.

6.3 The other Party shall have 60 days from the date of receipt of the notice to inform the Selling Shareholder whether it intends to exercise the right of first refusal, thereby purchasing all or any portion of the Offered Quota at the conditions indicated in the notice.

6.4 After the lapse of the 60 day period the Selling Shareholder shall be obliged to sell to the Party who exercised the right of first refusal the Offered Quota or the portion thereof for which the right of first refusal was exercised and shall be free to sell to the Potential Purchaser the remaining portion of the Offered Quota, if any, subject to the terms and conditions set out in Section 6.5 below and provided that the sale to the Potential Purchaser shall have to take place within 60 days from the lapse of the right of first refusal period and be made at the same conditions specified in the Selling Shareholder’s notice set out in Section 6.2 above, otherwise the right of first refusal procedure shall have to be repeated.

6.5 In the event that the Selling Shareholders is Impco, as an alternative to the exercise of the right of first refusal provided for in this Section 6 or of the tag-along right provided for in Section 7, Costamagna shall have the right, during the same 60-day period provided for in Section 6.3, to exercise the put option right provided for in Section 8 of the Agreement at the conditions therein provided. Should Impco fail (i) to purchase the Sellers’ Quota for which the put option is exercised by Costamagna, or (ii) to pay the relevant price, Clause 9 of the Agreement shall become applicable. Impco shall have the right to sell the Offered Quota only on condition that the provisions of this Clause 6.5 are fulfilled.

6.6 The sale of the Offered Quota for which the right of first refusal was not exercised shall be subject to the Potential Purchaser agreeing to be bound by all obligations of this Shareholders Agreement and the relevant provisions of the Agreement in the same manner as the Selling Shareholder in relation to the Offered Quota, provided that the other Party shall have the right to give to the Selling Shareholder and the Potential Purchaser written notice of termination of this Shareholders Agreement and the Agreement, whereupon this Shareholders Agreement and the Agreement shall be deemed terminated in respect of the Potential Purchaser.

7. TAG ALONG RIGHT

7.1 Upon receipt of a notice pursuant to Section 6.2 from the Selling Shareholder the other Party, during the same 60 day period following the receipt of the notice may, as an alternative to the exercise of the right of first refusal, exercise a tag along right, by giving to the Selling Shareholder written notice that it intends to sell all or any part of the participation held by it (the “Tag Along Quota”) to the Potential Purchaser under the same terms and conditions specified by the Selling Shareholder in its notice.

7.2 If the other Party has exercised the tag along right, the Selling Shareholder shall be under an obligation, as a condition precedent to the validity of its sale to the Potential Purchaser, to procure that the Potential Purchaser purchases from the other Party the Tag

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Along Quota under the same terms and conditions of sale of the Offered Quota indicated in the notice given pursuant to Section 6.2.

7.3 Should the Potential Purchaser fail to purchase the Tag Along Quota, the Selling Shareholder shall purchase the Tag Along Quota in place of the Potential Purchaser at the same terms and conditions (including the purchase price) specified in the notice sent pursuant to Section 6.2.

8. BUSINESS PLAN

8.1 The Parties (i) acknowledge that the Business Plan will reflect the industrial, financial and business guidelines agreed between them with respect to the management and operations of the Companies and will be updated yearly and (ii) undertake, also pursuant to Article 1381 of the Civil Code to cause the directors of the Companies and of the Subsidiaries, respectively designated or caused to be designated and appointed by each of them, to comply and take all actions necessary to comply with such Business Plan, as amended from time to time, in accordance with the provisions of Section 8.2 below.

8.2 The Parties recognise that the Business Plan may be affected by changes in external business, political, financial, technical and other conditions and accordingly they undertake to amend, revise and improve, from time to time, the Business Plan in order to adjust the strategies of the Companies to such changes.

8.3 As part of the Business Plan the Parties have agreed to cause that the Parent and the Company merge as soon as reasonably practicable. Upon merger of the Parent and the Company all provisions of this Shareholders Agreement referring to the Companies or to the Parent or to the Company shall be deemed to refer to the entity resulting from the merger.

9. IMPASSE RESOLUTION

9.1 In the event that an Impasse occurs each Party shall have the right to give notice to the other Party in writing that an Impasse has occurred, whereupon the following procedure will be started.

9.2 The matter on which the Impasse has occurred will first be re-submitted to the board of directors or, as the case may be, the shareholders meeting of the company where the Impasse occurred within thirty days of the date on which a notice of Impasse was sent by any of the Parties. In the event that the Impasse occurs again, the matter will be deferred to a committee formed by Mr. Mariano Costamagna on behalf of Costamagna and the CEO of Impco on behalf of Impco, who will endeavour to find a solution to the Impasse consistent with the principles of this Agreement within fifteen days from the date of repetition of the Impasse.

9.3 If the committee fails to solve the Impasse, the Party whose contrary vote has generated the Impasse will be under an obligation to formulate to the other Party an offer in terms of price per share of the Parent. The other Party shall, at its discretion, have the right to (i) purchase the participation in the Parent of the Party who generated the Impasse at the price offered discounted by 15%, or (ii) sell to such Party its own participation in the Parent at the price offered by the Party who generated the Impasse increased by 10%.

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9.4 Upon exercise by the Party who did not generate the Impasse of its discretionary right pursuant to Section 9.4 above, the sale and purchase of the participation will take place within 10 days. The participation transferred will be free and clear of any pledge or third party right or option of any kind whatsoever. The purchase price will be paid simultaneously with the delivery of the participation.

9.5 In the event that it is not possible to establish that the Impasse was generated by the contrary vote of one Party, the Party giving the notice of Impasse pursuant to Section 9.2 shall formulate to the other Party an offer in terms of value attributed to 100% of the Parent. The other Party shall, at its discretion, during the 10 days following receipt of such offer, have the right to (i) sell to such Party its own participation at a price based on the Parent’s value indicated in the notice; or (ii) counteroffer a higher value for 100% of the Parent on the basis of which such Party is prepared to buy the participation of the Party who gave notice of the Impasse. In turn, the latter Party shall have the right to counteroffer, within the following ten days, a higher value for 100% of the Parent and the bid auction will continue until and unless one of the Parties accepts the value offered by the other Party and agrees to sell its participation at the price based on such value.

9.6 The Parties agree that until the Deferred Portion of the Purchase Price is paid by Impco in accordance with Section 3.2.4 of the Agreement, the provisions of this Section 9 shall be applied coherently.

10. TERM

10.1 This Shareholders Agreement shall have a Term until 30 September 2007 and shall be deemed automatically renewed for further three-year periods unless terminated by any of the Parties by giving written notice to the other Party at least three months prior to 30 September 2007 or the lapse of each three-year period.

10.2 In addition, but without prejudice to the provisions of Clause 10.4 hereunder, this Shareholders Agreement may be terminated by each Party by giving written notice to the other Party in the event that either Party ceases to hold a participation equal to 50% of the Parent’s capital or in the event that either Party commits a material default of its obligations hereunder.

10.3 In the event that this Shareholders Agreement is terminated by either Party pursuant to Section 10.2 above, the procedure set out in Clause 9.4 and 9.5 above shall apply, provided that, the defaulting Party shall be deemed, for such purposes, as the Party who generated the Impasse and that the discount/increase percentage on the offered price shall be equal to 15% by way of liquidated damages.

10.4 In the event that the participation in the Parent’s capital held by either Party becomes lower than 50% but no lower than 2% (the “Minority Shareholding”) due to the exercise of the options mentioned in the recitals, the following provisions shall apply:

10.4.1 should the Minority Shareholding be 10% or higher of the Parent’s legal capital, (i) the provisions of Clauses 6 and 7 shall continue to apply, and (ii) the Party owning the Minority Shareholding shall have the right to designate one member of the board of directors and one effective member of the board of statutory

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auditors, and the other Party shall exercise its voting rights to procure that the individuals designated by the Party owning the Minority Shareholding become members of the board of directors and board of statutory auditors, respectively;

10.4.2 should the Minority Shareholding be less than 10% of the Parent’s legal capital, (i) the provisions of Clause 6 concerning the right of first refusal shall continue to apply only in favour of the Party owning the majority of the Parent’s legal capital; for the avoidance of any doubt, only the Party owning a majority participation shall have the right of first refusal (to be exercised in accordance with the provisions of Clause 6), and only the Party owning the Minority Shareholding shall be under the obligation to comply with the provisions of Clause 6 in the event it intends to transfer all or any part of the Minority Shareholding, and (ii) the provisions of Clause 7 shall continue to apply in favour of the Party owning the Minority Shareholding;

10.4.3 in any case, any further provision of this Shareholders Agreement shall terminate.

10.5 In any case, this Shareholders Agreement shall automatically terminate if a Party ceases to hold a participation in the Parent for any reason whatsoever.

11. MISCELLANEA

11.1 All the obligations of Costamagna hereunder shall be joint and several.

11.2 Costamagna hereby acknowledge that Impco is listed on an official stock exchange and that, as a consequence, it is subject to severe rules in relation to release of communications to the market. As a consequence the Parties agree that no communication shall be publicly made by either of the Parties without the written consent of the other Party. The Parties shall use their best efforts to coordinate the respective communications to the public. The provisions of this Clause 11.2 shall not apply to any disclosure which any of the Parties may be forced to make for the purposes of enforcing judicially any of its rights or that is required by an order of a competent public authority or to comply with mandatory provisions of law, provided that in all such cases the disclosing Party shall give the other Party written notice of such disclosure as soon as legally possible and will be under an obligation to limit the disclosure to the extent strictly necessary for the relevant purposes.

11.3 Without prejudice to the foregoing, the Sellers hereby agree that at any moment after the Execution Date they shall not (and shall cause the Company not to) make any communication or release concerning the Parent and/or the Company, which may have a direct or indirect impact on Impco’s stock price, whether positive or negative, without the prior consent of Impco.

12. NOTICES

12.1 Any communication or notice in relation to this Shareholders Agreement shall be effected in writing and in English language and delivered by registered letter with receipt by return mail and, if necessary, sent by telegram or fax in advance, and shall take effect from the date in which the registered letter is sent.

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12.1 The aforesaid communications or notices shall have to be sent to the following addresses:

12.1.1 If to Impco:

IMPCO Technologies Inc., 16804, Gridley Place, Cerritos, Ca., U.S.A., Fax no. 0015629248069, attn. Bob Stemmler, with copy to Studio Grimaldi e Associati, via del Lauro 9 20121 Milano, Italy, attn. Roberto Cappelli, fax no. +390233355200;

12.1.2 If to the Sellers collectively:

Mariano Costamagna, c/o Studio Tibaldi Giraudo, via S. Margherita 8 Alba (CN) (Italy), fax no. +390173362307, with copy to Avv. Marco Di Toro, C.so Stati Uniti 62 10128 Torino (Italy), fax no. +39011530159.

12.2 It is understood that any communication sent to the above addresses shall be considered as received when effectively delivered to the relevant Party. Any change of address shall only be valid if communicated in writing to the other Party.

13. GOVERNING LAW AND JURISDICTION

13.1 This Shareholders Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Italy.

13.2 Any dispute in relation to the validity, interpretation, execution or performance of this Shareholders Agreement shall be submitted to arbitration under the rules of the Amsterdam Chamber of Commerce by three arbitrators, fluent in Italian and in English, one of whom will be appointed by Impco, one by Costamagna and the third, who will act as Chairman, by the first two arbitrators or, in the event of their failure to reach an agreement within thirty days of their appointment, in accordance with the arbitration rules of the Amsterdam Chamber of Commerce. The seat of arbitration shall be Amsterdam.

IN WITNESS WHEREOF, the Parties have executed this Agreement in the place and as of the date first above written.

Impco Technologies Inc.	Mariano Costamagna
	Pier Antonio Costamagna
	Bruna Giachino
	Carla Borgogno

9

EX-2.4

EXHIBIT 2.4

AGREEMENT

This Agreement (the “Agreement”) is made as of December 15, 2002 by and among IMPCO Technologies, Inc., a Delaware corporation (the “Company”) and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno, each a natural person and a resident of the Italian Republic (collectively the “Sellers”). Capitalized terms used in this Agreement shall have the meanings assigned in Section 1.

BACKGROUND

A. The Sellers collectively hold a controlling portion of the issued and outstanding corporate capital of B.R.C. Società a Responsabilita Limitatà (“BRC”), a limited liability company formed under the laws of the Italian Republic.

B. On October 3, 2002 the parties to this Agreement entered into an option agreement (the “Option Agreement”) whereby the Company acquired an option to purchase (the “Option”) from the Sellers 50% of the outstanding corporate capital of BRC. In consideration for the granting of the Option, the Company: (i) advanced a cash payment equal to one million five hundred thousand United States Dollars (US$1,500,000) (the “Initial Cash Payment”); and (ii) agreed to issue to the Sellers a total of 2,309,469 shares of the Company’s common stock (the “Impco Shares”) on or before November 28, 2002.

C. November 28, 2002 was a national bank holiday in the United States, and as a result the Company issued the Impco Shares to the Sellers on November 29, 2002. As provided by United States securities laws, the Impco Shares were issued under an exemption from registration provided in Regulation S under the Securities Act. Pursuant to Regulation S, the certificates representing the Impco Shares were issued bearing a restrictive legend indicating the applicability of certain restrictions on the resale of the Impco Shares, and the parties desire to evidence their mutual understanding of certain restrictions arising under Regulation S.

D. Under the laws of the Italian Republic certain tax consequences accrued to the Sellers in connection with the Sellers’ granting of the Option and the payment of the Option Price and the issuance of the Impco Shares, and the parties desire to provide for the advancement by the Company of sums payable under the Option Agreement.

E. Owing to a clerical error by the Company and its stock transfer agent, the Impco Shares were issued to the Sellers ratably on a per capita basis, notwithstanding that the Sellers had desired that the Impco Shares be allocated in proportion to their respective equity interests in BRC.

F. The parties now desire to address certain matters relating to the Sellers’ ownership of the

Page 1—AGREEMENT

Impco Shares, the registration of the Impco Shares for transfer under the Securities Act, and the parties’ compliance with the terms and conditions of the Option Agreement, and to provide for an advance of certain sums that otherwise would be payable upon exercise of the Option Agreement.

The parties therefore agree as follows:

AGREEMENT

Section 1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Advance” shall have the meaning assigned in Section 2 of this Agreement.

“Available Shares” shall mean that portion of the Impco Shares that is not presently subject to contractual restrictions on transfer pursuant to the Lockup Agreement.

“BRC” shall have the meaning assigned in Recital A.

“Commission” shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Company” shall have the meaning assigned in the first paragraph of this Agreement.

“Fiduciary Company” shall mean Cititrust S.p.A. in its capacity under the Irrevocable Instructions.

“Impco Shares” shall have the meaning assigned in Recital B.

“Initial Cash Payment” shall have the meaning assigned in Recital B.

“Irrevocable Instructions” means that certain document entitled Irrevocable Instructions and dated October 3, 2002 between and among the parties to this Agreement and the Fiduciary Company.

“Lockup Agreement” shall mean that certain Lockup Agreement executed by the parties hereto in connection with the execution and delivery of the Option Agreement.

“Option” shall have the meaning assigned in Recital B.

“Option Agreement” shall have the meaning assigned in Recital B.

The terms “register,” “registered” and “registration” refer to a registration effected by

Page 2—AGREEMENT

preparing and filing with the Commission a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Remaining Shares” shall mean that portion of the Impco Shares that presently is subject to contractual restrictions on transfer pursuant to the Lockup Agreement.

“Sale and Purchase Agreement” shall mean that certain Sale and Purchase Agreement in the form attached as an exhibit to the Option Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Sell” or “Sold” shall mean any sale or offer to sell, or any direct or indirect pledge, hypothecation, grant of any beneficial interest in, or other transfer of Impco Shares.

“Seller” shall have the meaning assigned in the first paragraph of this Agreement.

Section 2. Advance of Funds. Upon execution and delivery of this Agreement by the Sellers, the Company shall advance to the Sellers, for their joint and several benefit, by wire transfer of immediately available funds in United States dollars, an amount equal to $800,000 (the “Advance”). In the event the Option is exercised the principal balance of the Advance shall be credited against the “USD Cash Portion” of the “Purchase Price” (as those terms are defined in the Sale and Purchase Agreement) upon exercise of the Option; and in the event the Option is not exercised such amount shall be credited against the sums payable by the Company pursuant to Section 3.3.2 of the Option Agreement. If, and to the extent, the Fiduciary Company requires additional documentation respecting the exchange provided in the preceding sentence, the parties hereby agree to use their best reasonable efforts to take such actions and execute and deliver such instruments as may be necessary or appropriate to cause the Fiduciary Company to act as requested.

Section 3. Certain Representations and Covenants.

3.1 Representations. Each of the Sellers, severally but not jointly, does hereby represent and warrant to the Company that (a) such Seller is not a “US person” as that term is defined in Rule 902 of Regulation S under the Securities Act; (b) such Seller is not acquiring the Shares for the benefit of a US person; and (c) that between the date of prior issuance of the Impco Shares and the date of this Agreement such Seller has not Sold all or any portion of the Impco Shares allocated to such person.

3.2 Covenants. Each of the Sellers, severally but not jointly, does hereby agree that such Seller shall not Sell all or any portion of the Impco Shares other than (a) in accordance with the provisions of Regulation S under the Securities Act; (b) pursuant to an

Page 3—AGREEMENT

available exemption from registration under the Securities Act; or (c) pursuant to an effective registration statement under the Securities Act relating to the sale by such Seller of such Impco Shares. Each Seller further agrees that he or she will not engage in any hedging transactions with respect to such Impco Shares other than in accordance with the Securities Act. Nothing in this Agreement shall be construed to limit the restrictions on transfer imposed by the Lockup Agreement.

Section 4. Agreements Respecting Impco Shares. Not less than five days following the execution and delivery of this Agreement by the Sellers, the Company shall make available to the Fiduciary Company replacement certificates bearing the names and in the denominations set forth in Sections 4.1 through 4.4 below. Upon tender by the Sellers to the Fiduciary Company of all certificates previously issued by the Company as consideration for the Option, the Fiduciary Company is hereby requested to effect the exchange of such certificates. If, and to the extent, the Fiduciary Company requires additional documentation respecting the exchange provided in the preceding sentence, the parties hereby agree to use their best reasonable efforts to take such actions and execute and deliver such instruments as may be necessary or appropriate to cause the Fiduciary Company to act as requested.

4.1 Shares Issued to Mariano Costamagna. In the name of Mr. Mariano Costamagna, certificates representing a total of 1,031,640 of the Impco Shares including: (a) one certificate representing 742,781 shares bearing a legend respecting the Lockup Agreement and a legend as required by Regulation S under the Securities Act (such legend to be removed following the expiration of the Lockup Agreement and registration of such shares as provided in Section 5 below); and (b) one certificate representing 288,859 Impco Shares bearing only a legend as required by Regulation S under the Securities Act (such legend to be removed following registration of such shares as provided in Section 5 below).

4.2 Shares Issued to Pier Antonio Costamagna. In the name of Mr. Pier Antonio Costamagna, certificates representing a total of 1,031,640 of the Impco Shares including: (a) one certificate representing 742,781 shares bearing a legend respecting the Lockup Agreement and a legend as required by Regulation S under the Securities Act (such legend to be removed following the expiration of the Lockup Agreement and registration of such shares as provided in Section 5 below); and (b) one certificate representing 288,859 Impco Shares bearing only a legend as required by Regulation S under the Securities Act (such legend to be removed following registration of such shares as provided in Section 5 below).

4.3 Shares Issued to Bruna Giachino. In the name of Mrs. Bruna Giachino, certificates representing a total of 123,095 of the Impco Shares including: (a) one certificate representing 88,628 shares bearing a legend respecting the Lockup Agreement and a legend as required by Regulation S under the Securities Act (such legend to be removed following the expiration of the Lockup Agreement and registration of such shares as provided in Section 5 below); and (b) one certificate representing 34,467 Impco Shares bearing only a legend as required by Regulation S under the Securities Act (such legend to be removed

Page 4—AGREEMENT

following registration of such shares as provided in Section 5 below).

4.4 Shares Issued to Carla Borgogno. In the name of Mrs. Carla Borgogno, certificates representing a total of 123,095 of the Impco Shares including: (a) one certificate representing 88,628 shares bearing a legend respecting the Lockup Agreement and a legend as required by Regulation S under the Securities Act (such legend to be removed following the expiration of the Lockup Agreement and registration of such shares as provided in Section 5 below); and (b) one certificate representing 34,467 Impco Shares bearing only a legend as required by Regulation S under the Securities Act (such legend to be removed following registration of such shares as provided in Section 5 below).

Section 5. Registration of Impco Shares.

5.1 Undertaking. The Company hereby undertakes to register the Impco Shares for resale by the Sellers. Such resale shall be pursuant to one or more effective registration statements on Form S-3 under the Securities Act; provided that:

(a) on or before December 20, 2002 the Company shall file a registration statement relating to the resale of the Available Shares; and

(b) following the filing of the registration statement referenced in Section 5.1 (a) the Company shall use its best reasonable efforts to cause such registration statement to be declared effective on the earliest practicable date; and

(c) on or before the respective dates on which portions of the Remaining Shares shall become free of the restrictions imposed by the Lockup Agreement, the Company shall file and use its best reasonable efforts to cause to be declared effective one or more registration statements (which may, but is not required to be, included the registration statement relating to the resale of the Available Shares) relating to the resale of such Remaining Shares.

5.2 Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 5 prior to the effectiveness of such registration whether or not Seller has elected to include securities in such registration.

5.3 Expenses of Registration. All expenses incurred in connection with all registrations pursuant to this Section 5 shall be borne by the Company; provided that the fees and expenses of counsel and other advisors to the Sellers shall be borne among the Sellers pro rata on the basis of the number of shares so registered. Fees to be borne by the Company shall include fees and expenses of the Company’s counsel, accountants and investment bankers, printing and filing costs, and registration and filing fees.

Page 5—AGREEMENT

5.4 Registration Procedures. In the case of each registration effected by the Company pursuant to this Section 5, the Company will keep each Seller (or the Seller’s attorney-in-fact) advised as to the status of each registration and as to the completion thereof. At its expense the Company will:

(a) Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least one hundred twenty (120) days, and prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for at least one hundred twenty (120) days, provided that no such registration need constitute a shelf registration under Rule 415 promulgated by the Commission under the Securities Act;

(b) Furnish to the Sellers participating in such registration and to their agents such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as the Sellers or their agents may reasonably request in order to facilitate the public offering of such securities;

(c) Notify the Sellers (or if they have appointed an attorney-in-fact, such attorney-in-fact) participating in such registration, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;

(d) Notify such Sellers or their attorney-in-fact promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;

(e) Prepare and promptly file with the Commission, and promptly notify such Sellers or their attorney-in-fact of the filing of, such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances in which they were made; and

(f) Advise such Sellers or their attorney-in-fact, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.

Page 6—AGREEMENT

Section 6. Information by Seller. The Seller or Sellers of Impco Shares included in any registration shall furnish the Company such information regarding such Seller or Sellers, the Impco Shares held by them and the distribution proposed by such Seller or Sellers as the Company may request and as shall be required in connection with any registration referred to in Section 5.

Section 7. Indemnification.

7.1 The Company will indemnify each Seller, each of its officers, employees and directors, and each person controlling such Seller within the meaning of Section 15 of the Securities Act, with respect to which registration has been effected pursuant to this Section 7.1, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or allegedly untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company in connection with any such registration, and the Company will reimburse each such Seller, each of its officers and directors, and each person controlling such Seller, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Seller, controlling person or underwriter and stated to be specifically for use therein.

7.2 Each Seller, severally but not jointly, will indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Seller, each of its officers and directors and each person controlling such Seller within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof), arising out of or based on any breach of any representation or covenant of such Seller contained in this Agreement or on any untrue statement (or allegedly untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged 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 Company, the other Sellers, such directors, officers, persons, underwriters or control persons for any legal or

Page 7—AGREEMENT

any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Seller and stated to be specifically for use therein.

7.3 Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Section 8. Waiver. If and to the extent any act or any delay or omission to act by any of the parties might be construed as a breach of the Option Agreement or the transactions contemplated by the Option Agreement, such party, by his or her execution and delivery of this Agreement, waives and forever discharges such act, delay or omission, and the Option Agreement shall remain in full force and effect from the date of the Option Agreement with no breach having occurred.

Section 9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 10. Notices. Any notices shall be sufficiently given if in writing and delivered personally, sent by telecopy (answerback received), or mailed by registered or certified mail, return receipt requested, postage prepaid, to the following addresses or to such other addressees as the parties may from time to time designate in writing delivered in accordance with this Section 9:

10.1 If to any Seller:

Page 8—AGREEMENT

Mr. Mariano Costamagna

c/o Studio Tibaldi Giruado

via S. Margherita 8

Alba (CN) (Italy)

Fax: +390173362307

Page 9—AGREEMENT

With a copy to:

Avv. Marco Di Toro

Co.so Stati Uniti 62

10128 Torino (Italy)

Fax: +39011530159

10.2 If to the Company:

IMPCO Technologies, Inc.

16804 Gridley Place

Cerritos, CA, USA

Attn: Robert Stemmler

Fax: 5629248069

With a copy to:

Davis Wright Tremaine LLP

Attn: Marcus J. Williams

2300 Wells Fargo Tower

1300 SW Fifth Avenue

Portland, Oregon 97201

Fax: 5037785299

Section 11. Counterparts. This Agreement may be executed in any number of counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

Page 10—AGREEMENT

[Signature Page Follows]

Page 11—AGREEMENT

The parties have executed this Agreement to be effective as of the date set forth in the opening paragraph of this Agreement.

IMPCO Technologies, Inc.
By:
	Robert M. Stemmer, President and Chief Executive Officer
SELLERS
Mariano Costamagna
Pier Antonio Costamagna
Bruna Giachino
Carla Borgogno

Page 12—AGREEMENT

EX-2.5

EXHIBIT 2.5

AMENDMENT AND WAIVER

This Amendment and Waiver (this “Amendment”) is entered into by and among IMPCO Technologies, Inc., a Delaware corporation (“Impco”) and Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno, each a natural person and a resident of the Italian Republic (collectively, the “Sellers”) as of April 30, 2003. Capitalized terms used herein and not otherwise defined shall have the meanings assigned in Section 1.

RECITALS

A. Impco and the Sellers entered into an Option Agreement dated October 3, 2002 by and among Impco and Sellers (the “Option Agreement”) providing for the option of Impco (the “Option”) to purchase from the Sellers collectively a 50% equity interest in B.R.C. Società a Responsabilita Limitatà (“BRC”), a limited liability company formed under the laws of the Italian Republic. Terms used herein and not otherwise defined shall have the meanings assigned in the Option Agreement and the Contracts (as that term is defined in the Option Agreement).

B. In consideration for the granting of the Option, Impco: (i) advanced a cash payment equal to one million five hundred thousand United States Dollars (US$1,500,000) (the “Initial Cash Payment”); and (ii) agreed to issue to the Sellers a total of 2,309,469 shares of Impco’s common stock (the “Impco Shares”) on or before November 28, 2002. The number of Impco Shares to be issued in connection with the Option was based upon an estimated value of $4.33 per share, which the parties believed approximated the market value of Impco common stock at the time the Option Agreement was negotiated.

C. The Impco Shares were issued in reliance upon an exemption from registration under United States securities laws afforded by the exemption for private placements of securities under Section 4(2) of the Securities Act of 1933, as amended, and the exemption for sales to non-U.S. persons under Regulation S of the Securities Act. Subsequently the parties agreed in an Agreement dated December 15, 2002 (the “December Agreement”) to provide for registration of the Impco Shares under the Securities Act such that the restrictions applicable under Section 4(2) and Regulation S would no longer limit the Sellers’ sales of such shares.

D. A total of 646,652 of the Impco Shares were intended to be freely salable by the Sellers at issuance notwithstanding the restrictions imposed upon the remaining Impco Shares by that certain Lockup Agreement dated October 3, 2002. From November 29, 2002, the date the Impco Shares were issued, until March 13, 2003, the effective date of the registration statement covering the Sellers’ resale of the Impco Shares, the market price of Impco’s common stock declined such that the last reported sale price on the Nasdaq National Market System on March 13, 2003 was $2.95 per share. The share price continued to decline during the course of the ministerial acts taken to reissue the certificates representing the Impco Shares without the restrictive legends described in Recital C above.

E. In addition to amendments and waivers to the Option Agreement contained in the December Agreement, the parties amended the Option Agreement on various occasions to provide extensions of the exercise date for the Option, and Impco made certain payments to the

1

Sellers in connection with such extensions. The initial payment of the exercise price paid, on or about April 18, 2003. The Option was formally exercised on, and the Execution Date was determined to be, May 8, 2003.

F. The parties now desire to provide (a) for additional shares of Impco common stock to be issued to the Sellers if the average market price thereof (as described herein) remains below $4.33 per share as of the Final Payment Date; and (b) to provide for a registration right in favor of Sellers respecting any additional shares so issued; and (c) to waive and discharge any non-performance among the parties that occurred or might be alleged to have occurred in connection with the acquisition, performance and exercise of the Option Agreement and the agreements contemplated thereby

The parties therefore agree as follows.

AGREEMENT

1. Definitions.

“Additional Shares” shall have the meaning assigned in Section 4.

“Average Share Price” shall mean the average daily price reported as the last sale price for Impco’s common stock on the Nasdaq Stock Market for each of the ten (10) trading days ending on the fifth day before the Final Payment Date. A day on which no shares of Impco common stock are reported as traded shall not be included for purposes of calculating the ten (10) trading days referenced in the preceding sentence.

“Final Payment Date” shall mean the date on which Impco pays to the Sellers the Deferred Portion of the Purchase Price amounting to $7,000,000, which date is to be on or before September 30, 2003.

“Related Documents” shall mean the following documents respecting the granting and the exercise of the Option and the transactions contemplated thereby: the Irrevocable Instructions dated October 3, 2003 among Impco, the Sellers, and Cititrust S.p.A., as fiduciary company; the Sale and Purchase Agreement among Impco and the Sellers in the form contemplated by the Option Agreement; the Shareholder Agreement among Impco and the Sellers in the form contemplated by the Option Agreement; the Lockup Agreement in the form contemplated by the Option Agreement; and the December Agreement.

2. Amendment of Agreement. The definition of “Impco Shares” set forth in Recital B and Section 1 of the December Agreement and Section 3.6 of the Option Agreement shall be amended to include any Additional Shares issued pursuant to Section 3 hereof. In accordance with Section 5.1 of the December Agreement, Impco shall undertake on or before October 15, 2003 to register the Additional Shares for resale by the Sellers; provided that (i) such undertaking shall have been satisfied if Impco either (I) amends the registration statement Form S-3/A declared effective on March 13, 2003 (SEC File No. 333-102068) to include the Additional Shares; or (II) includes such Additional Shares in a registration statement filed on or after the Final Payment Date, whether such registration statement relates to a primary issuance of

2

securities by Impco, to a resale by any other person, or solely to a resale of the Additional Shares by the Sellers; and (ii) no breach of the obligation to undertake such registration shall be deemed to have occurred if (I) Impco files such registration statement on or before October 15, 2003; (II) Impco acts diligently to cause the same to be declared effective promptly thereafter; and (III) such registration statement is declared effective, and the shares subject thereto shall have been issued to the Sellers without restrictive legend, on or before December 31, 2003. Without limiting the generality of this paragraph, the undertakings (including without limitation undertakings of Impco with respect to registration fees and expenses), representations, warranties and indemnities of each of the parties to the December Agreement shall be deemed to include the Additional Shares, and shall be deemed to be effective as of the date of issuance of any Additional Shares and as of the date any such registration statement, amendment or prospectus thereto is filed with or declared effective by the Securities and Exchange Commission.

3. Issuance of Additional Shares. In the event the Average Share Price as of the Final Payment Date shall be less than $4.33 per share, then on or before November 15, 2003 Impco shall issue the Additional Shares, if any, to the Sellers. The Additional Shares shall be apportioned among the several Sellers in the same proportions in which the original Impco Shares were apportioned; provided that Impco shall not be required to issue fractional shares and may round fractional shares to the nearest whole number. The Additional Shares are issued pursuant to the exemptions from registration afforded by Regulation S promulgated under the Securities Act, and in connection therewith, and without limiting the generality of Section 2 of this Amendment, the Sellers reaffirm the representations, warranties and covenants made in Section 3 of the December Agreement.

4. Determination of Additional Shares. For purposes of this Amendment the term “Additional Shares” shall mean a number of shares of Impco common stock determined as follows and rounded to the nearest whole number: the quotient of (a) the product of (i) the positive difference, if any, of $4.33 minus the Average Share Price, multiplied by (ii) 646,652, divided by (b) the Average Share Price. If the result of clause (i) of the preceding sentence yields a negative number the number of Additional Shares shall be zero.

5. Cash Payment in Lieu of Additional Shares. As an alternative to issuance of Additional Shares, Impco shall have the option to pay on or before October 15, 2003 an amount in cash equal to the product of (a) the positive difference, if any, of $4.33 minus the Average Share Price, multiplied by (b) 646,652. Such payment shall be made by a single wire transfer of immediately available funds to an account of the Sellers designated by them. The Sellers agree that the allocation among them of any such cash payment shall be in an amount proportionate to the allocation of Additional Shares as contemplated by Section 3 above.

6. Release of Liability. Sellers hereby release and hold Impco harmless from any and all claims, demands, causes of action, damages, debts, liabilities, costs and expenses, whether now known or unknown, suspected or unsuspected, contingent or certain, arising from (a) any decline in the value of the Impco Shares from November 29, 2002 (the date of delivery of the Impco Shares) and March 13, 2003 (the date the Form S-3/A registering the Impco Shares was declared effective) or (b) any acts or omissions by Impco with respect to the performance or nonperformance of obligations under the Option Agreement, the December Agreement, and the instruments, agreements and documents contemplated by each of them (collectively, the

3

“Transaction Documents”) prior to the date hereof. Sellers also hereby acknowledge and declare that Impco is not and has not been in breach of, and there has not arisen any event of default under, any of the Transaction Documents.

7. Effect of Amendment. All references to “this Option Agreement” in the Option Agreement shall mean the Option Agreement as amended hereby. Except as expressly amended hereby, all terms and conditions of the Option Agreement shall continue in full force and effect. All references to “this Agreement” in the December Agreement shall mean the December Agreement as amended hereby. Except as expressly amended hereby, all terms and conditions of the December Agreement shall continue in full force and effect.

8. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

Each party has caused this Amendment to be duly executed personally or by its duly authorized officer or representative on the date first above written.

IMPCO
IMPCO Technologies, Inc.
By:
	Robert M. Stemmer, President and Chief Executive Officer
SELLERS
Mariano Costamagna
Pier Antonio Costamagna
Bruna Giachino
Carla Borgogno

4

EX-99.1

EXHIBIT 99.1

IMPCO Completes 50% Purchase of BRC S.r.l.

Cerritos California, July 23, 2003 – IMPCO Technologies, Inc. [NASDAQ: IMCO] announced today that they have completed the final payment and the purchase of 50% of BRC S.r.l. The combination of the two companies creates the largest company in the alternative fuel industry with 17 manufacturing and assembly facilities, 27 office locations and over 550 employees doing business in over 50 countries.

IMPCO Technologies Inc., a global leader in the rapidly expanding alternative fuels industry has annual revenues approaching US $80 million. IMPCO is a recognized leader in the alternative fuel transportation and industrial markets.

BRC S.r.l., located in Italy, has annual sales approaching US $40 million and is a major global supplier of alternative gaseous fuel products and systems used in automobiles. BRC is widely known throughout the world as one of the foremost leaders in automotive gaseous fuel technologies.

Note Regarding Forward Looking Statements:

Certain matters discussed in this press release could contain forward-looking information that involves risks and uncertainties that could cause actual results to differ materially from current trends. These and other such risks are discussed in the section of the Company’s eight-month transition report on Form 10K for the period ended December 31, 2002 entitled risk factors and other documents filed with the Securities and Exchange Commission.

For further information contact Mr. Dale Rasmussen, Investor Relations:

Email:	drasmussen@impcotechnologies.com
Phone:	+1-206-315-8242
Fax:	+1-206-315-8301

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