ASSET PURCHASE AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION 

1 

                   1.1 

Definitions 

1 

                   1.2 

Construction 

8 

                   1.3 

Certain Rules of Interpretation 

8 

                   1.4 

Knowledge. 

9 

                   1.5 

Computation of Time 

9 

                   1.6 

Performance on Business Days 

9 

                   1.7 

Currency and Payment 

9 

                   1.8 

Accounting Terms 

10 

                   1.9 

Schedules. 

10 

ARTICLE 2 PURCHASE AND SALE 

10 

                   2.1 

Agreement to Purchase and Sell 

10 

                   2.2 

Assumed Obligations 

10 

                   2.3 

Excluded Obligations 

10 

                   2.4 

Purchase Price and Payment 

10 

                   2.5 

Extended Warranties 

11 

                   2.6 

Taxes 

11 

ARTICLE 3 CLOSING ARRANGEMENTS 

12 

                   3.1 

Closing 

12 

                   3.2 

HondaSub's and Honda’s Closing Deliveries 

12 

                   3.3 

The Purchaser's Closing Deliveries 

14 

                   3.4 

Patent Transfers 

15 

ARTICLE 4 CONDITIONS OF CLOSING 

15 

                   4.1 

The Purchaser's Conditions 

15 

                   4.2 

HondaSub's and Honda’s Conditions 

16 

                   4.3 

Termination 

17 

ARTICLE 5 REPRESENTATIONS AND WARRANTIES 

17 

                   5.1 

Representations and Warranties of HondaSub and Honda 

17 

                   5.2 

Representations and Warranties of the Purchaser 

24 

                   5.3 

Survival of Representations, Warranties and Covenants of HondaSub 

26 

                   5.4 

Survival of the Representations, Warranties and Covenants of the 

Purchaser 

27 

                   5.5 

Indemnification; Limitations on Liability 

27 

                   5.6 

Indemnification Procedures 

29 

                   5.7 

Payment of Indemnification Claims 

31 

ARTICLE 6 COVENANTS 

31 

                   6.1 

Transfer of Documentation 

31 

                   6.2 

Covenant Not to Compete; Confidentiality 

31 

                   6.3 

Investigation 

33 

                   6.4 

Cooperation 

33 

ARTICLE 7 GENERAL 

33 

                   7.1 

Public Announcements 

33 

-i-

7.2 

Expenses. 

34 

7.3 

Commercially Reasonable Efforts 

34 

7.4 

No Third Party Beneficiary 

34 

7.5 

Entire Agreement 

34 

7.6 

Time of Essence 

34 

7.7 

Amendment 

34 

7.8 

Waiver of Rights 

34 

7.9 

Jurisdiction 

34 

7.10 

Governing Law 

35 

7.11 

Notices 

35 

7.12 

Benefit of Agreement 

37 

7.13 

Further Assurances 

37 

7.14 

Severability 

37 

7.15 

Counterparts 

37 

BETWEEN:

RECITALS:

1.1 Definitions.

(1)     

“ Affiliate ” means, with respect to any Person, any other Person that directly, or through one or more intermediaries, Controls or is Controlled by or is under common Control with such first Person, and “ Affiliated ” has a corresponding meaning.

(2)     

“ Agreement ” means this asset purchase agreement, including all Schedules to this asset purchase agreement, as amended, supplemented, restated and replaced from time to time in accordance with its provisions.

(3)     

“ Applicable Law ” means:

(a)     

any domestic or foreign statute, law (including common and civil law), code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise);

(b)     

any judgment, order, writ, injunction, decision, ruling, decree or award;

(c)     

any regulatory policy, practice or guideline; or

(d)     

any Permit;

of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of that Person.

(4)     

“ Approvals ” means franchises, licenses, qualifications, authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, Permits, and other permits and approvals.

(5)     

“ Assumed Contracts ” means the Greenfield License Agreement.

(6)     

“ Assumed Obligations ” has the meaning attributed to that term in Section 2.2.

(7)     

“ Books and Records ” means all books, records, files and papers of HondaSub relating solely to the HondaSub Purchased Assets and the Assumed Obligations.

(8)     

“ Business Day ” means a day on which banks are open for business in the City of Toronto and in Cherasco, Italy but does not include a Saturday, Sunday or statutory holiday in the Province of Ontario or in Cherasco, Italy.

(9)     

“ Claim ” means:

(a)     

any suit, action, dispute, investigation, claim, arbitration, order, summons, citation, directive, ticket, charge, demand or prosecution, whether legal or administrative;

(b)     

any other proceeding; or

(c)     

any appeal or application for review;

whether at law or in equity, by or before any Governmental Authority.

(10)     

“ Closing ” means the completion of the Transactions.

(11)     

“ Closing Date ” means the 13th day of May, 2009 or such other Business Day as HondaSub and the Purchaser may agree.

(12)     

“ Closing Time ” means 10:00 a.m. on the Closing Date or such other time on the Closing Date as may be agreed to by the Parties.

(13)     

“ Competing Business ” has the meaning attributed to that term in Section 6.2(1).

(14)     

“ Constating Documents ” means, with respect to any Person, its articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum of association, letters patent, supplementary letters patent, by-laws, partnership agreement, limited liability company operating agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trusts, pooling agreements and similar Contracts, arrangements and understandings applicable to the Person's Equity Interests, each as amended, supplemented or restated from time to time.

(15)     

“ Contract ” means any agreement, contract, indenture, lease, deed of trust, license, option, undertaking, promise or any other commitment or obligation, whether oral or written, express or implied, other than a Permit.

(16)     

“ Control ”, with respect to the relationship with a Person, means:

(a)     

if that Person is a corporation, the holding (other than by way of security) of securities of that Person to which are attached more than 50% of the votes that may be cast for the election of directors and those votes are sufficient, if exercised, to elect a majority of the board of directors; or

(b)     

if that Person is an entity other than a corporation, the holding (other than by way of security) of securities of that Person to which are attached more than 50% of the votes that may be cast for the election of general partners, trustees or managers (or other Persons acting in a similar capacity for a Person other than a corporation) and those votes are sufficient, if exercised, to elect a majority of the general partners, trustees or managers (or other Persons acting in a similar capacity for a Person other than a corporation);

and “ Controls ” and “ Controlled ” have corresponding meanings.

(17)     

“ Direct Claim ” has the meaning attributed to that term in Section 5.6(1)(a).

(18)     

“Enabling License Agreement” means the Enabling License Agreement made as of May 6, 2004 between FuelMaker, HondaSub and Honda.

(19)     

“ Encumbrance ” means any encumbrance, lien, charge, hypothecation, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of occupation, option, right of pre-emption, privilege or any matter capable of registration against title or any Contract to create any of the foregoing.

(20)     

“ Equity Interests ” means, with respect to any Person, any and all present and future shares, units, trust units, partnership or other interests, participations or other equivalent rights in that Person's equity or capital, however designated and whether voting or non- voting.

(21)     

“ FM APA ” means the asset purchase agreement entered into by Receiver and the Purchaser dated as of the date hereof under which Receiver agrees to sell or assign, as

applicable, and the Purchaser agrees to purchase or assume, as applicable, certain assets and liabilities of FuelMaker.

(22)     

“ FuelMaker ” means FuelMaker Corporation, a corporation formed under the laws of Canada.

(23)     

“ GAAP ” means generally accepted accounting principles in effect from time to time in Canada, including those principles set forth in the Handbook published by the Canadian Institute of Chartered Accountants or any successor institute, consistently applied.

(24)     

“Gaz de France” means Gaz de France S.A. or its successor.

(25)     

“ Gaz de France Termination ” means the written agreement of Gaz de France to, among other things, the termination of the Memorandum of Agreement entered into as of October 25, 2005 between Honda, HondaSub and Gaz de France, the Cooperation Agreement entered into October 25, 2005 between Gaz de France and FuelMaker, and the Distributor Agreement entered into October 25, 2005 between Gaz de France and FuelMaker.

(26)     

“ Governmental Authority ” means any domestic or foreign government, whether federal, provincial, state, territorial, local, regional, municipal, or other political jurisdiction, and any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi- governmental or other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government.

(27)     

“ Greenfield ” means Greenfield AG, a Swiss corporation.

(28)     

“ Greenfield Consent ” means the written consent of Greenfield to, among other things, (a) the assignment by HondaSub to the Purchaser of its interest in the Greenfield License Agreement, and (b) the MTM/Honda Greenfield Sublicense.

(29)     

“ Greenfield License Agreement ” means collectively that license agreement with an effective date of August 5, 1989, entered into by FuelMaker and Sulzer Brothers Limited, as amended by the amendment entered into by FuelMaker and Sulzer Brothers Limited with an effective date of March 19, 1990; the amendment, styled as “Amendment #1”, entered into by FuelMaker and Sulzer Burckhardt Engineering Works Limited with an effective date of April 7, 1994; the amendment, styled as “Amendment #2”, entered into by FuelMaker and Sulzer Burckhardt Engineering Works Limited with an effective date of September 25, 1995; the Assignment of License Agreement entered into by FuelMaker, Sulzer AG and Burckhardt Compression AG on December 23, 2002; the Assignment of License Agreement entered into by FuelMaker and Greenfield dated February 13, 2003; the Assignment of License Agreement as Amended between FuelMaker, HondaSub and Honda dated May 6, 2004; and the amendment, styled as “Amendment #3”, entered into by Greenfield, HondaSub and Honda dated March 18, 2008.

(30)     

“ Greenfield Sublicense Agreement ” means the Sublicense Agreement between HondaSub and FuelMaker dated May 6, 2004 in respect of certain rights under the Greenfield License Agreement.

(31)     

“ Honda ” means American Honda Motor Co., Inc., a corporation formed under the laws of the State of California.

(32)     

“ HondaSub ” means 2045951 Ontario Inc., a corporation formed under the laws of the Province of Ontario.

(33)     

“ HondaSub Intellectual Property ” means HondaSub's right, title and interest in and to:

(a)     

the Intellectual Property that was acquired by HondaSub from FuelMaker as of July 23, 2004, which, for greater certainty, excludes the Intellectual Property that is the subject of the Greenfield Sublicense Agreement and the Intellectual Property licensed by Greenfield under the Greenfield License Agreement;

(b)     

the right, title and interest of FuelMaker in and to all Approvals and other agreements (if any) in connection with the Intellectual Property licensed to or used by FuelMaker in connection with the HRA or VRA or both, that was acquired by HondaSub from FuelMaker as of July 23, 2004 (excluding the Greenfield License Agreement and the Greenfield Sublicense Agreement); and

(c)     

the Intellectual Property developed or acquired by FuelMaker after July 23, 2004 that contributed to the development of the HRA, the VRA or otherwise related to Refueling Technology.

(34)     

“ HondaSub IP Contracts ” has the meaning attributed to that term in Section 5.2(14)(a).

(35)     

“ HondaSub Owned IP ” means all HondaSub Intellectual Property in which HondaSub owns any Intellectual Property rights, whether in use or under development or design.

(36)     

“ HondaSub Purchased Assets ” means the right, title and interest of HondaSub in and to

(i)     

all of the HondaSub Intellectual Property, including without limitation, the Patents

listed in Schedule 5.1(10)(a), (ii) the Assumed Contracts, and (iii) subject to Section 6.1, the Books and Records.

(37)     

“ HondaSub’s Solicitors ” means McMillan LLP.

(38)     

“ HRA ” means the Home Refueling Appliance developed or manufactured by FuelMaker.

(39)     

“ Indemnified Party ” has the meaning attributed to that term in Section 5.6(1)(a).

(40)     

“ Indemnifying Party ” has the meaning attributed to that term in Section 5.6(1)(a).

(41)     

“ Intellectual Property ” means (i) Patents; and (ii) inventions, trade-marks, trade-mark applications and registrations, trade names, trade name registrations, brand names, business names, service marks, service mark registrations, designs, copyrights, copyright

applications and registrations, industrial designs, industrial design applications and registrations, trade secrets, know-how, show-how, computer systems and software, including the content of all documentation relating thereto, related object and source codes therefore, and any other proprietary, intellectual property and other rights relating to any or all of the foregoing anywhere in the world.

(42)     

“ Interim Period ” means the period commencing on the date hereof and ending on the Closing Date.

(43)     

“ IP and Support Agreement ” means the IP and Support Agreement between HondaSub, Honda and FuelMaker dated July 23, 2004 under which FuelMaker transferred certain Intellectual Property to HondaSub in exchange for certain specified consideration.

(44)     

“ IP License Agreement ” means the License Agreement between HondaSub, FuelMaker and Honda dated July 23, 2004 under which HondaSub granted a non-exclusive license to FuelMaker in respect of the HondaSub Intellectual Property.

(45)     

“ Loss ” or “ Losses ” means any and all claim, demand, proceeding, deficiency, loss, liability, damage, fine, cost or expense (including, without limitation but subject to the provisions of Section 5.6, all legal and professional fees and disbursements), interest, penalties, judgments and amounts paid in settlement, actually suffered or incurred by a Party resulting from any act, omission or state of facts, but:

(a)     

excluding loss of profits and consequential damages and excluding any contingent liability until it becomes actual;

(b)     

reduced by any Tax benefit to the Indemnified Party; and

(c)     

reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person.

(46)     

“ MTM/Honda Greenfield Sublicense ” has the meaning attributed to that term in Section 3.2(j).

(47)     

“ Notice ” has the meaning attributed to that term in Section 7.11(1).

(48)     

“ Ordinary Course ” means, with respect to an action taken by a Person, that the action is consistent with past practices of the Person and is taken in the normal day-to-day course of business of the Person.

(49)     

“ Parties ” means collectively, HondaSub, Honda and the Purchaser, and “ Party ” means any of them.

(50)     

“ Patents ” means all patents (including design patents), patent applications (including design patent applications), invention disclosures, certificates or models of utility, and other rights of invention, worldwide, including any reissues, divisions, continuations and

continuations-in-part, provisionals, reexamined patents or other applications or patents claiming the benefit of the filing date of any such application or patent.

(51)     

“ Permits ” means any and all franchises, licenses, qualifications, authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, permits and other approvals, obtained from or required by a Governmental Authority.

(52)     

“ Person ” is to be broadly interpreted and includes an individual, a corporation, a company, a limited liability company, a partnership, a joint venture, a trust, a trustee, a receiver, an association, an unincorporated organization, a Governmental Authority, an executor or administrator or other legal or personal representative, or any other juridical entity.

(53)     

“ Purchase Price ” has the meaning attributed to that term in Section 2.4.

(54)     

“ Purchaser ” means MTM S.r.l., a corporation formed under the laws of Italy.

(55)     

“ Purchaser Claims ” has the meaning attributed to that term in Section 5.5(4)(a).

(56)     

“ Receiver ” means McIntosh & Morawetz Inc., in its capacity as interim receiver and receiver and manager of FuelMaker and not in its personal capacity and without personal or corporate liability.

(57)     

“ Refueling Technology ” means gas compression and refueling equipment and appliances and related research and technology and know-how relating to the design and manufacture thereof, including the HRA and VRA.

(58)     

“ Representatives ” means, with respect to any Party, its Affiliates and, if applicable, its and their respective directors, officers, employees, agents, attorneys, accountants and other representatives and advisors.

(59)     

“ Specified Representations and Warranties ” has the meaning attributed to that term in Section 5.3(1)(a).

(60)     

“ Taxes ” means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed in respect or in lieu thereof (including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, valued-added, excise, stamp, withholding, premium, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, surtaxes, customs duties and import and export taxes, license, franchise and registration fees and employment insurance, health insurance and Canada, and other government pension plan premiums or contributions), and “ Tax ” has a corresponding meaning.

(61)     

“ Technology Agreement ” has the meaning attributed to that term in Section 3.2(i).

(62)     

“ Threshold ” has the meaning attributed to that term in Section 5.5(4)(a).

(63)     

“ Transaction Document ” means, with respect to any Person, any Contract, agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement.

(64)     

“ Transactions ” means the transactions contemplated by this Agreement.

(65)     

“ Transfer Taxes ” has the meaning attributed to that term in Section 2.6(1).

(66)     

“ Transmission ” has the meaning attributed to that term in Section 7.11(1)(c).

(67)     

“ Third Party ” has the meaning attributed to that term in Section 5.6(3).

(68)     

“ Third Party Claim ” has the meaning attributed to that term in Section 5.6(1)(a).

(69)     

“ VRA ” means the Vehicle Refueling Appliance developed or manufactured by FuelMaker.

1.3      

Certain Rules of Interpretation. In this Agreement:

(a)     

the division into Articles and Sections and the insertion of headings and the Table of Contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement;

(b)     

the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular portion of this Agreement; and

(c)     

unless specified otherwise or the context otherwise requires:

(i)     

references to any Article, Section or Schedule are references to the Article or Section of, or Schedule to, this Agreement;

(ii)     

“including” or “includes” means “including (or includes) but is not limited to” and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it;

(iii)     

“the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”;

(iv)     

references to Contracts are deemed to include all present and future amendments, supplements, restatements and replacements to those Contracts;

(a)     

a reference to a period of days is deemed to begin on the first day after the event that started the period and to end at 5:00 p.m. on the last day of the period, but if the last day of the period does not fall on a Business Day, the period ends at 5:00 p.m. on the next succeeding Business Day;

(b)     

all references to specific dates mean 11:59 p.m. on the dates;

(c)     

all references to specific times shall be references to Toronto, Ontario time; and

(d)     

with respect to the calculation of any period of time, references to “from” mean “from and excluding” and references to “to” or “until” mean “to and including”.

1.7      

Currency and Payment. In this Agreement, unless specified otherwise:

(a)     

except where the context indicates otherwise, in which case references to dollar amounts or obligations, including indemnification obligations, shall mean United States dollars, references to dollar amounts or “$” are to Canadian dollars;

(b)     

any payment is to be made by wire transfer in immediately available funds;

(c)     

any payment to HondaSub or Honda is to be made by wire transfer in immediately available funds to:

Bank of America 100 West 33rd Street New York, NY 10001 Account # 12358-01592 ABA # 0260-0959-3; and

(d)     

except in the case of any payment due on the Closing Date, any payment due on a particular day must be received and available by 5:00 p.m. on the due date and any payment received and available after that time is deemed to have been made and received on the next succeeding Business Day.

has the meaning assigned to it under GAAP.

1.9  

Schedules. The following Schedules are attached to and form part of this Agreement: 

Schedule 

3.2(a) 

Form of General Assignment and Bill of Sale 

Schedule 

3.3(b) 

Form of Assumption Agreement 

Schedule 

3.2(i) 

Form of Technology Agreement 

Schedule 

3.2(j) 

Form of MTM/Honda Greenfield Sublicense 

Schedule 

4.2(1)(d) 

HondaSub’s Approvals 

Schedule 

5.1(10)(a) 

HondaSub Intellectual Property 

Schedule 

5.1(10)(b) 

FuelMaker Intellectual Property 

Schedule 

5.1(16) 

Product Certifications 

Schedule 

7.1 

Press Releases 

2.4      

Purchase Price and Payment. The aggregate consideration payable by the Purchaser under this Agreement (the “Purchase Price”) shall equal the sum of (i) US$4,403,040, and (ii) the assumption by the Purchaser of the Assumed Obligations.

(2)     

The portion of the Purchase Price referred to in Section 2.4(1)(i) shall be paid and satisfied as follows:

(a)     

by payment by the Purchaser to HondaSub at the Closing Time of the sum of US$80,750 by wire transfer in accordance with the payment procedures set forth in Section 1.7 or otherwise as HondaSub may direct; and

(b)     

by payment by the Purchaser to Honda at the Closing Time of the sum of US$4,322,290, such amount by wire transfer in accordance with the payment procedures set forth in Section 1.7 or otherwise as Honda may direct.

2.5 Extended Warranties.

(a)     

the Purchaser shall obtain and provide to Honda reasonable evidence that such GX Owner has a bona fide claim to a valid extended warranty provided by FuelMaker on such HRA;

(b)     

subject to a request to the contrary from Honda, the Purchaser shall perform extended warranty services in respect of such HRA as required by such extended warranty (up to a limit of the earlier of five years from date of purchase of such HRA and 6,000 hours of operation of such HRA); and

(c)     

Honda shall, upon request from the Purchaser, reimburse the Purchaser for the Purchaser’s costs of performing such extended warranty services based on Purchaser's standard rates for such warranty repair. Purchaser shall from time to time at the request of Honda provide a list of its standard rates to Honda.

2.6 Taxes

(1)     

The Purchaser shall pay upon Closing, in addition to the Purchase Price, all applicable federal and provincial taxes (but for greater certainty, excluding United States federal, state and local taxes) exigible in connection with the purchase and sale of the HondaSub Purchased Assets and the procurement of the Gaz de France Termination including, without limitation, Canadian goods and services, harmonized sales, and Ontario retail sales Taxes, but not including any Taxes calculated by reference to the income or profits of HondaSub or Honda (collectively, “ Transfer Taxes ”). Alternatively, where applicable, the Purchaser shall have the option to furnish HondaSub with appropriate exemption certificates or other information or documentation reasonably required by HondaSub to substantiate relief from certain Transfer Taxes.

(2)     

The Purchaser agrees to indemnify and save HondaSub and Honda harmless from and against all claims and demands for payment of Transfer Taxes, including penalties and interest thereon or in respect or in lieu thereof and any liability or costs incurred relating

(a)     

a general assignment and bill of sale in respect of the HondaSub Purchased Assets substantially in the form of Schedule 3.2(a) attached hereto;

(b)     

a certified copy of resolutions of the board of directors and shareholders of HondaSub authorizing the execution, delivery and performance of this Agreement and all Transaction Documents required by this Agreement to be delivered by HondaSub;

(c)     

subject to Section 6.1, the Books and Records;

(d)     

evidence of Gaz de France Termination;

(e)     

evidence of the Greenfield Consent and any other Approvals described in Schedule 4.2(1)(d);

(f)     

a waiver by HondaSub of its rights under the Non-Competition and Non- Solicitation Agreement made as of July 23, 2004 with Ralph Rackham in respect of activities of Mr. Rackham for the benefit of the Purchaser;

(g)     

documentation reasonably sufficient to establish (i) transfer of the Patents included in the HondaSub Purchased Assets suitable for registration in applicable patent offices, and (ii) chain of title regarding such Patents from FuelMaker to HondaSub and from HondaSub to Purchaser suitable for registration in the applicable patent offices;

(h)     

an opinion of HondaSub’s Solicitors, addressed to the Purchaser and its counsel, subject to customary assumptions and qualifications and in form and substance satisfactory to the Purchaser and its counsel, acting reasonably, covering, among other things, HondaSub's corporate existence, its power and authority to enter into

this Agreement and that this Agreement is valid, binding and enforceable in accordance with its terms;

(i)     

the technology agreement among Honda and the Purchaser substantially in the form of Schedule 3.2(i), executed by Honda (the “ Technology Agreement ”);

(j)     

a sublicense of the Greenfield License Agreement by Purchaser to Honda, substantially in the form of Schedule 3.2(j), with any changes reasonably required by Greenfield, executed by Honda and Greenfield (the “ MTM/Honda Greenfield Sublicense ”);

(k)     

in respect of HondaSub:

(i)     

a certificate of status or its equivalent under the laws of the jurisdiction governing its corporate existence;

(ii)     

a certificate of incumbency; and

(iii)     

that number of copies reasonably required by the Purchaser, certified by one of HondaSub’s senior officers, of its Constating Documents;

(l)     

in respect of Honda:

(i)     

a certificate of status or its equivalent under the laws of the jurisdiction governing its corporate existence;

(ii)     

a certificate of incumbency; and

(iii)     

that number of copies reasonably required by the Purchaser, certified by one of Honda’s senior officers, of its Constating Documents;

(m)     

agreements in form reasonably acceptable to the Purchaser and its counsel establishing that the following agreements have been terminated at or prior to Closing:

(i)     

the Enabling License Agreement;

(ii)     

the Amended and Restated Development Agreement between FuelMaker, HondaSub and Honda dated July 23, 2004;

(iii)     

the IP and Support Agreement, excluding the Grid Note and General Security Agreement made under the IP and Support Agreement, which shall continue in full force and effect;

(iv)     

the Greenfield Sublicense Agreement; and

(v)     

the IP License Agreement;

(n)     

an agreement in form reasonably acceptable to the Purchaser under which HondaSub assigns to the Purchaser, and the Purchaser assumes from such party, its interest in the Assumed Contracts;

(o)     

an agreement in form reasonably acceptable to the Purchaser under which Honda assigns to the Purchaser, and the Purchaser assumes from such party, its interest in the Assumed Contracts;

(p)     

a certificate dated the Closing Date, confirming that the conditions set forth in Sections 4.1(1)(b) and 4.1(1)(c) of this Agreement have been fulfilled, performed or waived as of the Closing Date;

(q)     

an acknowledgement dated the Closing Date, that each of the conditions precedent in Section 4.2 of this Agreement have been fulfilled, performed or waived as of the Closing Date; and

(r)     

such further and other documentation as is referred to in this Agreement or as the Purchaser may reasonably require to give effect to this Agreement and the Transactions contemplated hereby.

(a)     

payment of the amounts required to be paid under Section 2.4(2);

(b)     

the agreements contemplated in Section 3.2(n);

(c)     

the Technology Agreement, executed by the Purchaser;

(d)     

the MTM/Honda Greenfield Sublicense, executed by the Purchaser;

(e)     

in respect of the Purchaser:

(i)     

a certificate of status or its equivalent under the laws of the jurisdiction governing its corporate existence;

(ii)     

a certificate of incumbency; and

(iii)     

that number of copies reasonably required by HondaSub, certified by one of its senior officers, of its Constating Documents and of the resolutions of the board of directors of the Purchaser authorizing its execution, delivery and performance of this Agreement and of all Transaction Documents required by this Agreement to be delivered by the Purchaser;

(f)     

a certificate dated the Closing Date, confirming that the conditions set forth in Sections 4.2(1)(b) and 4.2(1)(c) of this Agreement have been fulfilled, performed or waived as of the Closing Date;

(g)     

an acknowledgement dated the Closing Date, that each of the conditions precedent in Section 4.1 of this Agreement have been fulfilled, performed or waived as of the Closing Date; and

(h)     

such further and other documentation as is referred to in this Agreement or as HondaSub may reasonably require to give effect to this Agreement and the Transactions contemplated hereby.

3.4 Patent Transfers.

4.1 The Purchaser's Conditions.

(1)     

The Purchaser shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the Closing Time (each of which conditions precedent is acknowledged to be for the exclusive benefit of the Purchaser):

(a)     

the transaction contemplated by the FM APA shall have been completed concurrently with the Closing;

(b)     

all of the representations and warranties of HondaSub and Honda made in this Agreement or other Transaction Documents shall be true and correct as at the Closing Time with the same effect as if made at and as of the Closing Time (except as those representations and warranties may be affected by events or transactions (i) expressly permitted by this Agreement or (ii) approved in writing by the Purchaser), except for such failure of representations and warranties to be true and correct (without regard to any qualifications with respect to materiality contained therein) that would not be reasonably likely individually or in the aggregate to be materially adverse to HondaSub's or Honda’s interest hereunder or thereunder;

(c)     

each of Honda and HondaSub shall have complied with or performed (or caused to be complied with or performed) in all material respects all of the obligations, covenants and agreements under this Agreement and each other Transaction Document to be complied with or performed by such party at or before the Closing Time, and all deliveries contemplated by Section 3.2 shall have been tabled;

(d)     

all Approvals described in Schedule 4.2(1)(d) shall have been obtained, in each case in form and substance satisfactory to the Purchaser, acting reasonably; and

(e)     

there shall be no injunction, preliminary or permanent, or restraining order issued preventing, and no pending or threatened Claim, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Claim under any Applicable Law.

(2)     

If any of the conditions in Section 4.1(1) shall not be satisfied or fulfilled in full at or before the Closing Time to the satisfaction of the Purchaser acting reasonably, the Purchaser in its sole discretion may, without limiting any rights or remedies available to the Purchaser at law or in equity, either:

(a)     

terminate this Agreement