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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AMERIGON INCORPORATED
(as amended, May 2000)
I
The name of the Corporation is Amerigon Incorporated.
II
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
(1) The total number of shares which the Corporation is authorized to issue
is 25,000,000, of which 20,000,000 shall be Common Stock, without par value, and
5,000,000 shall be Preferred Stock, without par value.
(2) The Class A Common Stock and the Class B Common Stock shall be
identical in all respects and shall have equal rights and privileges, except as
provided otherwise in this Article III.
Dividend and Liquidation Distributions. The Class B Common Stock will be
entitled to receive, on a per share basis, only five percent (5%) of the
dividends as may be declared by the Board of Directors on the Class A Common
Stock, and five percent (5%) of the amount receivable by Class A Common Stock
upon liquidation or distribution.
(3) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares of any
series of Preferred Stock and to determine the designation of any such series.
The Board of Directors is also authorized to determine or alter the voting and
other rights, preferences, privileges, and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of
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shares of any such series subsequent to the issue of shares of that series.
IV
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
V
The Corporation is authorized to indemnify the agents (as defined in
Section 317 of the Corporations Code) of the corporation to the fullest extent
permissible under California law.
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