exv10w11w1






Exhibit 10.11.1









AMENDMENT NO. 1

TO

CONSULTING AGREEMENT




          THIS AMENDMENT NO. 1 TO CONSULTING AGREEMENT (this “Amendment”) dated as of March 24, 2010
(the “Amendment Date”), is entered into between Fallbrook Technologies Inc. (“Fallbrook”), and ASL
Management Consulting Company Limited (“ASL”).




          WHEREAS, the Parties previously entered into that certain Consulting Agreement dated
December 1, 2009 (the “Consulting Agreement”); and




          WHEREAS, the Parties desire to amend the Consulting Agreement as provided by the terms
provided hereunder.




          NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein
contained, the Parties agree the Consulting Agreement shall be amended as follows:



1. Exhibit B. The “Warrants” paragraph of Exhibit B is hereby amended and restated in its
entirety as follows:





Warrants. Fallbrook shall issue to Consultant warrants (each a “Warrant”) to
purchase up to an aggregate maximum of *** shares of its common stock (the “Warrant Shares”)
at an exercise price of $*** per share pursuant to the following terms and conditions:




	 	•	 	The Warrants shall terminate upon the earlier of
(i) *** following the
Effective Date, and (ii) the sale of the company whether by merger or sale of all or
substantially all of the company’s assets.
	 
	 	•	 	The Warrants shall have a market stand-off provision acceptable to Fallbrook.
	 
	 	•	 	Fallbrook shall have a right of first refusal on the Warrant Shares acceptable to
Fallbrook.
	 
	 	•	 	Fallbrook shall issue a Warrant for the applicable number of Warrant Shares upon the
satisfactory achievement of the applicable milestone as follows:






	 	•	 	*** Warrant Shares as of the Effective Date;
	 
	 	•	 	*** Warrant Shares upon receipt of payment for a *** piece order
placed by the end of May 1, 2010 for delivery by end of 2011 or, if such an
order is not placed by May 1, 2010, then *** Warrant Shares for a LOI or MOU
for the purchase of product or a strategic alliance, in any case executed by the
end of May 1, 2010, that actually leads to the purchase of product and an
additional *** Warrant Shares upon receipt of payment for a *** piece order
placed following May 1, 2010. For the avoidance of doubt, the LOI or MOU plus the
*** piece order after May 1, 2010 would total *** Warrant Shares, such that
the maximum Warrant Shares under this paragraph shall not exceed ***.
	 
	 	•	 	*** Warrant Shares upon the booking of revenue in each incremental
amount of at least ***;
	 
	 	•	 	*** Warrant Shares upon the signing and obtaining funding for the
CVP/electric vehicle institute; and
	 
	 	•	 	*** Warrant Shares upon the consummation of each strategic deal
with a transmission or electric motor company for a development agreement of a size
of *** million.





 




			
	***	 	Portions of this page have been omitted pursuant to a
Confidential Treatment Request filed separately with the Commission.




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2. Miscellaneous.




          2.1 Continuing Effect. This Amendment shall be effective for all purposes as of the
Amendment Date. Except as otherwise expressly modified by this Amendment, the Consulting Agreement
shall remain in full force and effect in accordance with its terms.




          2.2 Counterparts. This Amendment may be executed in counterparts, each of which shall
be deemed to be an original and together shall be deemed to be one and the same document.




          IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Amendment
Date.




	 	 	 	 	 	 	 
	FALLBROOK TECHNOLOGIES INC.	 	ASL MANAGEMENT CONSULTING COMPANY LIMITED
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ William G. Klehm III
	 	By:
	 	/s/ Rudolph A. Schlais, Jr.
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	William G. Klehm III
	 	Name:
	 	Rudolph A. Schlais, Jr.
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Chairman and CEO
	 	Title:
	 	Chairman
	 

	 	 
	 	 	 	 







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