Bridge Loan Warrant Dated March 16, 2000

EXHIBIT 10.26


BRIDGE LOAN WARRANT


THIS SECURITY AND ANY SHARES ISSUED UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE APPLICABLE SECURITY HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER SUCH LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


AMERIGON INCORPORATED


WARRANT TO PURCHASE COMMON STOCK


This Warrant (the "Warrant") represents and certifies that, for value received, Big Star Investments LLC, a Delaware limited liability company (the "Holder") is entitled to subscribe for and purchase shares (subject to adjustment from time to time pursuant to the provisions of Section 5 hereof) of fully paid and nonassessable Class A Common Stock of Amerigon Incorporated, a California corporation (the "Company"), of an amount up to 10% of the principal amount of the Loans (as defined below) divided by the relevant Exercise Price (as defined below) at the relevant Exercise Price specified in Section 2 hereof, as such price may be adjusted from time to time pursuant to Section 5 hereof, subject to the provisions and upon the terms and conditions hereinafter set forth.


As used herein, the term "Loans" shall mean the $1.5 million bridge facility (the "Initial Loans") to be advanced to Company by Holder pursuant to the Credit Agreement, dated as of March __, 2000, between the Company and the Holder (as amended or modified from time to time, the "Credit Agreement") and, in the event the Holder makes or commits to make in its sole discretion additional advances thereunder of up to an aggregate of $2.5 million in principal amount of additional loans under the Credit Agreement (the "Additional Loans"), shall also mean such principal amount of Additional Loans. The date (if any) on which the Holder makes any Initial Loan or any Additional Loan is referred to herein as a "Loan Date."


As used herein, the term "Class A Common Stock" shall mean the Company's presently authorized Class A Common Stock, no par value, and any stock into or for which such Common Stock may hereafter be converted or exchanged.


As used herein, the term "Exercise Price" shall mean, with respect to the portion of this Warrant that is allocable to any Loan, the Market Price of the Class A Common Stock as of the Loan Date of such Loan, provided that the Exercise Price shall be subject to adjustment as provided in Section 5 hereof.


As used herein, the term "Market Price of the Class A Common Stock" shall have the meaning set forth in Section 3(b) hereof.


1. TERM OF WARRANT.


a. TERM. The purchase right represented by this Warrant is exercisable, in whole or in part, at any time during a period beginning on the date hereof and s ending five years after such date, but shall not be exercisable as to the portion of this Warrant allowable to any Loans unless the Loan Date with respect thereto has occurred.


2. EXERCISE PRICE.


The Exercise Price shall be as provided in the definition of Exercise Price, subject to adjustment from time to time pursuant to the provisions of Section 5 hereof.


3. METHOD OF EXERCISE OR CONVERSION; PAYMENT; ISSUANCE OF NEW WARRANT.


a. EXERCISE. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the notice of exercise form attached hereto as EXHIBIT 1 duly executed) at the principal office of the Company and by the payment to the Company, by cashier's check or wire transfer, of an amount equal to the then applicable Exercise Price per share multiplied by the number of shares then being purchased. The Company agrees that the shares so purchased shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. In the event of any exercise of this Warrant, certificates for the shares of stock so purchased shall be delivered to the Holder within 15 business days thereafter and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the shares, if any, with respect to which this Warrant shall not then have been exercised, shall also be issued to the Holder within such 15 business day period.


b. CONVERSION. Subject to Section 1 hereof, the Holder may convert this Warrant (the "Conversion Right"), in whole or in part, into the number of shares (less the number of shares which have been previously exercised or as to which the Conversion Right has been previously exercised) calculated pursuant to the following formula by surrendering this Warrant (with the notice of exercise form attached hereto as EXHIBIT 1 duly executed) at the principal office of the Company specifying the number of shares the rights to purchase which the Holder desires to convert:


2


Y (A - B)
---------------
X - A


where: X = the number of shares of Class A Common Stock to
be issued to the Holder;


Y = the number of shares of Class A Common Stock
subject to this Warrant for which the Conversion
Right is being exercised;


A = the Market Price of the Class A Common Stock (as
defined below) as of the trading day immediately
preceding the date of exercise of this Warrant;
and


B = the Exercise Price


For purposes hereof, the "Market Price of the Class A Common Stock,"
with respect to the portion of this Warrant allocable to a particular
Loan, shall be (i) the average closing bid price of the Class A Common
Stock, for ten (10) consecutive business days ending on the Loan Date
of such Loan, as reported by Nasdaq, if the Class A Common Stock is
traded on the Nasdaq SmallCap Market, or (ii) the average last
reported sale price of the Class A Common Stock, for ten (10)
consecutive business days ending on such applicable Loan Date, as
reported by the primary exchange on which the Class A Common Stock is
traded, if the Class A Common St ...