EXHIBIT
10.2

    SHAREHOLDERS’
AGREEMENT

    


    Via
Automotive, Inc.

    


    THIS SHAREHOLDERS’ AGREEMENT’, is made
as of this 18th day of November, 2010, by and among Raser Technologies, Inc.
(“RZ”),
Berg & Berg Enterprises, LLC, a California limited liability company (“Investor”
and together with RZ sometimes referred to as the “Shareholders”)
and Via Automotive, Inc., a Delaware corporation (the “Corporation”).

    


    WITNESSETH;

    WHEREAS, the Corporation is presently
authorized to issue 250 million (250,000,000) shares of common stock, par value
$0.01 per share (“Common
Stock”);

    


    WHEREAS,
RZ owns 39% and Investor owns 61% of the presently issued and outstanding shares
of Common Stock; and

    


    WHEREAS,
the parties desire to provide for the orderly conduct of the business of the
Corporation and to promote their mutual interests by imposing certain
restrictions and obligations on themselves and upon the transfer or encumbrance
of shares of Common Stock.

    


    NOW,
THEREFORE, the parties agree as follows:

    


    
      	
              1.

            	
              Investor
      Investment; Stock
      Ownership

            


    

    


    
      	
            	
              (a)

            	
              Investor
      shall deliver to the Corporation the sum of $4.5 million on the date
      hereof as consideration for the issuance to Investor of 603,900 shares of
      the Corporation’s common stock, up to $1.5 million of which may be
      delivered by the Investor after the date hereof, but on or before December
      20, 2010.

            


    

    


    
      	
            	
              (b)

            	
              The
      Shareholders own an aggregate of nine hundred ninety thousand (990,000)
      shares of Common Stock, as follows:

            


    

    


    
      
        
          
            	
                    Shareholders

                  	 	
                    No. of Shares of Common
    Stock

                  
	
                    RZ

                  	 	
                    386,100

                  
	
                    Investor

                  	 	
                    603,900

                  


          

        

      

    

    


    
      	
              2.

            	
              Voting and
      Control

            


    

     

    (a)          The
Shareholders agree that the board of directors of the Corporation initially
shall consist of three (3) directors.  Initially, (i) RZ shall be
entitled to designate one (1) director, who shall be Alan G. Perriton (the “RZ
Designee”) and (ii) Investor shall be entitled to designate two (2) directors,
who shall be Kraig T. Higginson and Carl E. Berg (the Investor Designees”), and
the Shareholders agree they will vote all of their voting stock for the election
of the RZ Designee and the Investor Designees as directors, and each of
such persons shall hold office until they resign or are removed in accordance
with the by-laws of the Corporation (the “By-Laws”) or until successors are
elected by the shareholders of the Corporation in accordance with the By-Laws.
RZ, from time to time, shall be entitled to replace the RZ Designee with another
person to serve as a director and the Investor shall be entitled to replace any
of the Investor Designees with other persons to serve in their place as
directors.


    
      
         


      

      
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    (b)         The
Board of Directors will appoint Kraig T. Higginson as transition Chief Executive
Officer, and shall elect such other officers as may be determined by them from
time to time.

     


    (c)         A
supermajority vote of the directors (being a vote of more than 67% of all of the
directors) will be required: (i) to issue equity or equity-linked securities of
the Corporation (except for (x) the issuance of the equity or equity-linked
securities to investors funding up to $10 million of the Additional Initial
Capital (which shall dilute only the 61% of the common equity initially issued
to the Investor and shall not dilute the 39% of the common equity initially
issued to RZ,  and (y) the issuance of up to 20% to officers,
directors, employees and consultants pursuant to an equity compensation plan
that shall ratably dilute both the 61% interest of the Investor Group and RZ’s
39% interest); (ii) for any merger, change of control or other fundamental
corporate transaction; (iii) except as provided in paragraph (a) above, removal
of any director; (iv) within the first 12 months after the closing, termination
of the Transition CEO or reduction of Transition CEO’s compensation; or (v)
amendments to this Agreement or the articles of incorporation or bylaws of the
Corporation.

     


    
      	
              3.

            	
              Disposition

            


    

    


    (a)   
      Except in the case of any pledge, transfer
or other disposition to an affiliate, if any Shareholder intends to sell,
assign, transfer, pledge, hypothecate or otherwise dispose of or encumber any
shares of Common Stock owned by him or any interest therein (the “Transferring
Shareholder”), such Shareholder shall send notice of such intention to
the Corporation and each other Shareholders (the “Other
Shareholders”), which notice shall fully identify the proposed transferee
and the terms and conditions of the transfer, shall contain a representation by
the Transferring Shareholder that the proposed transfer is a bona fide
transaction, and shall offer to sell all the shares of Common Stock owned by
such shareholder (“Offered
Shares”) pursuant to the terms of and at the price set forth in this
Agreement (the “Offer”).  For
a period of ten (10) days (the “Offer
Period”) after the date upon which the Offer is received by the
Corporation (the “Offer
Date”), the Corporation shall have the option to elect, by delivery of a
written notice (the “Acceptance
Notice”) to the Transferring Shareholder to such effect, to purchase all,
but not a part, of the Offered Shares at the price and on the terms set forth in
Section 4 hereof or to notify the Other Shareholders by written notice (a “Nonelection
Notice”) that it does not elect to so purchase all of the Offered
Shares.  If the Corporation delivers the Nonelection Notice to the
Other Shareholders, the Other Shareholders shall have the option, exercised by
delivery to the Transferring Shareholder of a written notice (the “Option
Notice”) for a period ending twenty (20) days after the Offer Date to
elect to purchase all or a portion of the Offered Shares, pro rata based on
ownership by the Other Shareholders of shares of Common
Stock.



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (b)         Except
as otherwise agreed by the Transferring Shareholder, none of the Offered Shares
shall be purchased by either the Corporation or the Other Shareholders unless
all the Offered Shares shall be purchased by them.  If neither the
Corporation delivers an Acceptance Notice nor the Other Shareholders deliver an
Option Notice, timely in accordance with Section 3 above then, for a period of
thirty (30) days commencing on the 21st day
after the Offer Date and ending on the 51st day
after the Offer Date, the Transferring Shareholder shall be permitted to dispose
of the Offered Shares to the transferee identified, and on the terms and
conditions specified, in the Offer.  If, however, such disposition is
not completed within such thirty (30) day period, the provisions of this
Agreement shall again apply to the Transferring Shareholder and the Offered
Shares, and such Shares (or any interest therein) may not be transferred except
in compliance with all of the terms hereof.

    


    (c)         The
price to be paid on the sale or transfer of shares of Common Stock by a
Shareholder to the Corporation or to Other Shareholders shall be that price
agreed to be paid to the Transferring Shareholder by the prospective transferee
of the Offered Shares.

     

    (d)         The
closing of all purchases of Common Stock pursuant to this Agreement (the “Closing”)
shall occur at the principal office of the Corporation not less than ten (10)
nor more than thirty (30) days after the delivery of the Acceptance Notice, the
Option Notice or the Nonelection Notice, as the case may be.  The
purchase price for the shares of Common Stock being acquired by the Corporation
or the Other Shareholders pursuant to this Agreement, as the case may be, shall
be paid by delivery of a certified check or wire transfer to the Transferring
Shareholder’s account, against delivery by the Transferring Shareholder of the
stock certificate or certificates for such shares, each being duly endorsed for
transfer and with all transfer taxes paid or provided for, and the delivery to
the Corporation of the resignations of the Shareholder and his designees as
directors and/or officers of the Corporation.

    


    (e)         Notwithstanding
anything to the contrary contained in this Section 3, RZ agrees that, unless and
until it shall have obtained the prior written approval of the Corporation, it
shall not, prior to December 31, 2011, (i) sell, transfer or otherwise dispose
of any of its Common Stock, or (ii) file any registration statement in respect
of its Common Stock; provided, however, that the foregoing shall not prohibit
(I) any transfer by RZ of any or all of its Common Stock to an affiliate (being
an entity majority controlled by, controlling or under common control with RZ),
or (II) a pledge by RZ of any or all of its Common Stock to an institutional
lender who agrees to accept the pledge subject to the terms and conditions of
this Agreement, including the restrictions on transfer that are effective until
December 31, 2011.

    


    (f)          If
the Corporation files a registration statement covering its securities, or if
the Investor files a registration statement covering its Common Stock, then
subject to customary exceptions for “piggyback” rights (such as registrations on
Form S-3, Form S-4 or Form S-8, or an underwritten public offering, including
customary underwriter provisions), RZ (or, in the case of a registration
statement filed by the Corporation, the Investor) will be entitled to have its
shares of Common Stock included in such registration statement.

    


    
      	
              4.

            	
              Dilution

            


    

    


    (a)         As
of the date hereof the Shareholders agree that the Corporation will require
additional equity investment of not less than $10 million (the “Additional
Initial Capital”). Equity or equity-linked securities of Via Automotive issued
to investors funding up to $10 million of the Additional Initial Capital shall
not be subject to the provisions of paragraph 3 hereof and shall dilute only the
61% of the common equity initially issued to the Investor and shall not dilute
the 39% of the common equity initially issued to RZ on the date
hereof.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)         In
the event that the Investor does not close on all of the Additional Initial
Capital before June 30, 2011, RZ shall have the right obtain the then unfunded
portion of the Additional Initial Capital on the Investor’s behalf on terms
reasonably acceptable to the Corporation’s board of directors, which Additional
Initial Capital shall dilute only the 61% of the common equity initially issued
to the Investor and shall not dilute the 39% of the common equity initially
issued to RZ on the date hereof.

    


    (c)         The
Shareholders agree that up to 20% of the issued common stock of the Corporation
can be allocated to an equity compensation plan approved by the Corporation’s
board of directors for equity based grants/issuances to directors, officers,
employees and consultants of the Corporation, ratably diluting the holdings of
the Shareholders.

    


    
      	
              5.

            	
              Stock
      Certificates

            


    

    


    All
certificates evidencing shares of Common Stock, issued at any time, shall bear
the following legend:

    


    “The
sale, assignment, transfer, pledge, hypothecation or other disposition or
encumbrance of shares of Common Stock represented by this certificate is
restricted by, and subject to, the terms of a Shareholders’ Agreement, dated as
of November 18, 2010, by and among the Shareholders, the Corporation, and
others, a copy of which is on file at the Corporation’s principal
office.”

    


    
      	
              6.

            	
              Notices

            


    

    


    (a)         All
notices required or permitted to be transmitted to any party to this Agreement
shall be personally mailed, postage prepaid, by registered or certified mail,
return receipt requested, or delivered by nationally recognized courier
addressed to such party as follows:

    


    (i) if to
the Corporation, at its principal place of business; or

    


    (ii) if
to a Shareholder, at the address of such person as it appears on the records of
the Corporation, or at the address specified in this Agreement, or at such other
address or addresses as any such party may from time to time specify in a
written notice given to the Corporation and the Other Shareholder.

    


    (b)         Any
such notice shall be deemed to have been given on the date on which it actually
delivered or the delivery is refused.

    


    
      	
              7.

            	
              Termination

            


    

    


    This
Agreement shall automatically terminate upon the happening of any of the
following events:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    (i) the
dissolution of the Corporation;

    


    (ii) the
voluntary or involuntary filing of a petition in bankruptcy as to the
Corporation, which petition is not dismissed or withdrawn within sixty (60) days
of the filing thereof;

    


    (iii) the
appointment of a receiver for all or substantially all of the property and
assets of the Corporation;

    


    (iv) the
merger or consolidation of the Corporation into or with any other corporation
which shall be the survivor of such merger or consolidation;

    


    (v) the
ownership of all Common Stock by one Shareholder;

    


    (vi) the
unanimous written agreement of the Shareholders and the Corporation;
or

    


    (vii) a
registration statement for an underwritten public offering of the Corporation’s
securities being declared effective.

    


    
      	
              8.

            	
              Miscellaneous

            


    

    


    (a) This
Agreement shall be binding upon the parties hereto and their respective
successors, heirs assigns and legal representatives, whether or not any such
person shall have executed this Agreement or otherwise agreed in writing to
become a party hereto.

    


    (b) Any
shares of Common Stock, or any other stock or security of the Corporation,
issued by the Corporation at any time shall be subject to the terms of this
Agreement.  Any purchaser or other transferee of such stock or
security shall be deemed to have consented to become a party to, and in all
respects to be bound by, this Agreement, and shall be deemed to be a Shareholder
for all purposes of this Agreement.  All such transferees shall accept
this Agreement as a condition to the transfer of such stock or security on the
Corporation’s books.

    


    (c) This
Agreement shall be deemed to have been made in, and shall be governed by and
construed in accordance with the laws of, the State of Utah.

    


    (d) This
Agreement contains the entire agreement of the parties hereto with respect to
the subject matter hereof and may be amended and modified only by a written
instrument signed by the parties hereto.

    


    (e) The
waiver of a breach of any term or condition of this Agreement shall not be
deemed to constitute a waiver of any other or subsequent breach of the same or
any other term or condition hereof.

    


    (f) No
transfer or ownership of the Common Stock will be recorded on the books of the
Corporation except for such transfers which are effected in compliance with all
of the terms and conditions hereof and the provisions of the applicable laws of
the State of Delaware.


    
      
         


      

      
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    (g) The
invalidity of any term or provision of this Agreement shall not be deemed to
affect the validity of this Agreement as a whole or any other term or provision
hereof.

    


    (h)
Should any of the provisions of this Agreement require interpretation, it is
agreed that the arbitrator (or court) interpreting or construing this Agreement
shall not apply a presumption that the terms of any provision shall be more
strictly construed against one party by reason of the rule of construction that
a document is to be construed more strictly against the party who itself or
through its agent prepared such document, it being agreed that all parties and
their respective agents have participated in the preparation of this
Agreement.

    


    (i) This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same instrument.

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

    


    
      
        
          
            
              	
                      RASER
      TECHNOLOGIES, INC.

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Nicholas Goodman

                    
	 
      	
                      Nicholas
      Goodman, CEO

                    
	 
      	 
      
	
                      BERG
      & BERG ENTERPRISES, LLC

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Carl E. Berg

                    
	 
      	
                      Carl
      E. Berg, Manager/Member

                    
	 
      	 
      
	
                      VIA
      AUTOMOTIVE, INC.

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Carl E. Berg

                    
	 
      	
                      Name:
      Carl E. Berg

                    
	 
      	
                      Title:
      Founder

                    


            

          

        

      

    

     

    
      
         


      

      
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