Exhibit 2.10
FORM OF
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This ASSIGNMENT AND ASSUMPTION
AGREEMENT (this “ Assignment ”) is made and
entered into as of __________, 2006 (the “ Effective
Date ”), by and between IMPCO Technologies, Inc., a
Delaware corporation (“ Assignor ”), and Fuel
Systems Solutions, Inc., a Delaware corporation (“
Assignee ”).
RECITALS
WHEREAS , as of immediately prior to the Effective Date,
Assignor is a wholly-owned subsidiary of Assignee;
WHEREAS , Assignor and Assignee desire to effect a
reorganization of the capital structure of Assignor into a holding
company structure (the “ Reorganization ”),
pursuant to which Assignor will become a wholly-owned subsidiary of
Assignee and the stockholders of Assignor will exchange all of
their shares of Assignor common stock for shares of Assignee common
stock, and, in furtherance thereof, Assignor and Assignee have
heretofore entered into that certain Agreement and Plan of
Reorganization dated as of June 27, 2006 (the “
Reorganization Agreement ”), by and among, Assignor,
Assignee and IMPCO Merger Sub Inc., a Delaware corporation and
wholly-owned subsidiary of Assignee;
WHEREAS , pursuant to Section 7.2 of the
Reorganization Agreement, the parties shall execute and deliver or
cause to be executed and delivered all such further assignments,
assurances or other instruments, and shall take or cause to be
taken all such further actions, as may be necessary or desirable to
consummate the Reorganization, and in order to consummate the
Reorganization the warrants, stock option plans, instruments,
agreements and other documents listed below, as amended
(collectively, the “ Assumed Contracts ”),
together with the rights, assets, privileges and powers and
liabilities, obligations and representations and warranties of
Assignor thereunder, shall be assigned to, and assumed by,
Assignee.
NOW, THEREFORE
, BE IT RESOLVED , that in
consideration of the promises and mutual agreements herein
contained and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows.
AGREEMENTS
1. Capitalized Terms
. Unless otherwise
defined herein, capitalized terms shall have the respective
meanings ascribed to such terms in the Reorganization
Agreement.
2. Assignment and
Assumption . (a) Assignor hereby irrevocably transfers
and assigns to Assignee all of Assignor’s rights, assets,
privileges and powers under the following Assumed Contracts, with
all liabilities, obligations, covenants and representations and
warranties of Assignor thereunder, as the same were held, performed
and observed by Assignor immediately prior to the Effective Date,
except as otherwise set forth below, and Assignee hereby accepts
such transfer and assignment and assumes the due and punctual
observance and
