EXHIBIT
10.1

    ASSET
PURCHASE AND SALE AGREEMENT

    


    This ASSET PURCHASE AND SALE AGREEMENT
(this “Agreement”)
is entered into, and dated, as of November 18, 2010, by and between RASER
TECHNOLOGIES, INC., a Delaware corporation (“Seller”
or “RZ
Group”), as seller, and VIA AUTOMOTIVE, INC., a Delaware corporation
(“Buyer”),
as buyer.

    


    WITNESSETH:

    


    A.         WHEREAS,
Seller is the owner of certain tangible and intangible property comprising or
used in connection with Seller’s Transportation and Industrial Business Segment,
more particularly described on Schedule 2.1 attached hereto (the “TI
Assets”); and

    


    B.          WHEREAS,
Seller desires to sell, and Buyer desires to buy, the TI Assets, upon and
subject to the terms, conditions, and provisions of this Agreement;

    


    NOW,
THEREFORE, in consideration for the mutual obligations of the parties hereto,
and other good and valuable consideration, the receipt and legal sufficiency of
which are acknowledged by the parties, Buyer and Seller agree as
follows:

    


    ARTICLE
1. DEFINED TERMS

    


    The
following terms shall have the following meanings in this
Agreement:

    


    1.           “Affiliate”
means, with respect to any specified Person, a Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, such specified Person. As used herein, “control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such entity, whether through
ownership of voting securities or other interests, by contract or
otherwise.

    


    2.           “Ancillary
Agreements” means each agreement or instrument to be entered into in
connection with the transfer of the TI Assets to Buyer, including the
Shareholders’ Agreement (hereinafter defined) and any exhibits, schedules,
attachments, tables or other appendices thereto, and each other agreement and
other instrument contemplated herein or in any of the foregoing, all as may be
amended from time to time.

    


    3.           “Cash
Consideration” means, the $2.5 million, which is the cash portion of the
Purchase Consideration.

    


    4.           “Closing”
means the consummation of the transaction contemplated by this Agreement in
accordance with the provisions of Article 8 hereof.

    


    5.           “Closing
Date” means the date hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           “Consents”
means all of the consents, permits or approvals of government authorities and
other third parties necessary to transfer the TI Assets to Buyer or otherwise to
consummate the transaction contemplated hereby.

    


    7.           “Intellectual
Property” means all intellectual property rights owned or used by any
member of the RZ Group or affiliates in connection with the TI Business, more
particularly described on Schedule 1.8, whether
protected, created or arising under the laws of the United States or any other
jurisdiction, including, without limitation:  (i) all patents and
applications therefor, including continuations, divisionals,
continuations-in-part, or reissues of patent applications and patents issuing
thereon, and all similar rights arising under the laws of any jurisdiction
(collectively, “Patents”), (ii) all
trademarks, service marks, trade names, service names, brand names, corporate
names, trade dress rights, logos, rights to use Internet domain names, and other
general intangibles of a like nature, together with the goodwill associated with
any of the foregoing, and all applications, registrations and renewals thereof
(collectively, “Marks”),
(iii) copyrights and registrations and applications therefor, works of
authorship and mask work rights (collectively, “Copyrights”),
(iv) discoveries, concepts, ideas, research and development, know-how, formulae,
inventions, compositions, technical data, procedures, designs, drawings,
specifications, databases, and other proprietary and confidential information,
including, without limitation, lists and databases of attendees, speakers,
exhibitors and sponsors, customer lists, supplier lists, pricing and cost
information, and business and marketing plans and proposals of any member of the
RZ Group or affiliates, in each case excluding any rights in respect of any of
the foregoing that comprise or are protected by Copyrights or Patents
(collectively, “Trade
Secrets”), (v) all Software and Technology owned or used by any member of
the RZ Group or affiliates, and (vi) all rights to any of the foregoing granted
to any member of the RZ Group or affiliates pursuant to any Intellectual
Property License (hereinafter defined), but specifically excluding any of the
foregoing to the extent used by any member of the RZ Group for purposes that are
other than in connection with the TI Business.

    


    8.           “Intellectual
Property License” means (i) any grant to a third Person of any right to
use any of the Intellectual Property, and (ii) any grant to RZ or its affiliates
of a right to use a third-person’s intellectual property rights.

    


    9.           “Liabilities”
means all claims, liabilities and indebtedness related specifically to the TI
Business or the TI Assets, including those set forth on Schedule 2.3 hereto,
other than the Retained Liabilities.

    


    10.         “Licenses”
means all of the operating licenses, permits, and other authorizations and any
other federal, state or local governmental authorities, if any, required in
connection with the ownership of the TI Assets and the operation of the TI
Segment.

    


    11.         “Permitted
Liens” means liens and encumbrances on the Intellectual Property in favor
of Pratt & Whitney.

    


    12.         “Person”
means an individual, a partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency,
or political subdivision thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.         “Purchase
Consideration” means the purchase consideration specified in Section 2.4
hereof.

    


    14.         “Retained
Assets” means all (x) tax returns and tax refunds relating to any tax
period ending on or before the Closing Date, (y) all stock books and corporate
organizational documents of the RZ Group, and (z) assets of the RZ Group, not
devoted exclusively to the TI Business, such as computers and IT systems that,
although they are used to process or store information for the TI Business, are
used primarily for the businesses and operations of the RZ Group other than the
TI Segment.

    


    15.         “Retained
Liabilities” means the indebtedness of Seller owing to Pratt &
Whitney and all liabilities of the RZ Group arising prior to the date hereof,
including liabilities pertaining to the TI Business prior to the date hereof,
but not including the liabilities set forth on Schedule 2.3 hereto.

    


    16.         “RZ”
means Raser Technologies, Inc., a Delaware corporation.

    


    17.         “RZ
Group” means RZ and RZ Subsidiary.

    


    18.         “RZ
Subsidiary” means RT Patent Company, Inc. and Raser Technologies
Operating Company, Inc.

    


    19.         “Share
Consideration” means shares of common stock of Buyer, par value $0.01 per
share, constituting 39% of the equity of Buyer, which is the noncash portion of
the Purchase Consideration.

    


    20.         “Shareholders’
Agreement” means the agreement between Seller, Buyer and Buyer’s initial
investor, in the form attached hereto as Exhibit B.

    


    21.         “TI
Assets” means the tangible and intangible property comprising or used in
connection with Seller’s Transportation and Industrial Business Segment, as more
particularly described in Section 2.1 hereof.

    


    22.         “TI
Business” means the business of the TI Segment.

    


    23.         “TI
Segment” means RZ’s Transportation and Industrial Business Segment, as
that business segment operates as of the date hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE 2. SALE AND PURCHASE
OF ASSETS

    


    2.1         Agreement
to Sell and Buy.  Subject to the terms, conditions and
provisions set forth in this Agreement, Seller hereby transfers and delivers to
Buyer on the Closing Date, and Buyer purchases and receives, effective as of the
Closing Date, all right, title and interest of Seller (itself or of a member of
the RZ Group) in and to the TI Assets, which are more particularly described in
Section 2.1 hereof, are conveyed, free and clear of any claims, liabilities,
liens, pledges or encumbrances of any nature whatsoever, except for the
Permitted Lien, and include the following:

     

    
      	
               
      

            	
              (a)

            	
              all
      computers, computer servers, test equipment, printers and laptops and
      other computer equipment (including spare parts) and Software allocated
      exclusively to or used exclusively in connection with the business of the
      TI Business;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      machinery and equipment (including spare parts), business machines,
      automobiles and other vehicles or components thereof, furniture, fixtures,
      supplies, models, capital improvements in process, tools and all other
      tangible personal property allocated exclusively to or used exclusively in
      connection with the TI Business ;

            


    

    


    
      	
               
      

            	
              (c)

            	
              all
      marketing materials, investor materials and inventory that are used
      exclusively in connection with the TI
Business;

            


    

    


    
      	
               
      

            	
              (d)

            	
              all
      easements, rights of way, servitudes, leases, permits, licenses or options
      used or held for use in connection with the TI
  Business;

            


    

    


    
      	
               
      

            	
              (e)

            	
              all
      accounts receivable, notes receivable, reserves, prepaid deposits, and
      prepaid expenses allocated to or used in connection with the TI
      Business;

            


    

    


    
      	
               
      

            	
              (f)

            	
              all
      rights and claims, whether mature, contingent or otherwise, against third
      parties, whether in tort, contract or otherwise, including, without
      limitation, causes of action, unliquidated rights and claims under or
      pursuant to all warranties, representations and guarantees made by
      manufacturers, suppliers or vendors, claims for refunds, rights of off-set
      and credits of all kinds and all other general intangibles, to the extent
      related to the TI Business;

            


    

    


    
      	
               
      

            	
              (g)

            	
              all
      authorizations, consents, approvals, licenses, orders, permits and
      exemptions of, and filings or registrations with, any governmental
      authority, to the extent pertaining to the TI Business and transferable by
      the RZ Group;

            


    

    


    
      	
               
      

            	
              (h)

            	
              all
      of the Intellectual Property of the RZ Group related to the TI Business,
      including all marketing and promotional materials incorporating or
      utilizing any of the Marks related to the TI
  Business;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              all
      rights under any executory contract to which any member of the RZ Group is
      a party and which is related to the TI Business,
      including, without limitation, any license agreement, security agreement,
      indemnity agreement, subordination agreement, mortgage, equipment lease
      and other lease or sublease (whether or not capitalized), conditional sale
      or title retention agreement and any purchase order from any customer;
      and

            


    

    


    
      	
               
      

            	
              (j)

            	
              all
      other assets used or useful in the conduct of the business of the TI
      Business, whether or not reflected on the books and records of the TI
      Business, but essential or useful to the continuation of the business of
      the TI Business, including, without limitation, all credit balances of or
      inuring to the RZ Group under any state unemployment compensation plan or
      fund (related to employees who perform work in connection with the TI
      Business), employment contracts, restrictive covenants and obligations of
      present and former employees, agents, representatives, independent
      contractors and others who perform or performed work in connection with
      the TI Business, and all books, records, files and papers relating to, or
      useful or necessary to the conduct of, the business of the TI Business,
      including those related to corporate, contractual or regulatory
      compliance.

            


    

    


    2.2         Retained
Assets.  Notwithstanding the provisions of Section 2.1 above,
Seller and Buyer expressly understand and agree that Seller is not selling,
assigning, transferring, conveying or delivering to Buyer, and Buyer shall have
no right to or interest in any of the Retained Assets.

    


    2.3         Liabilities.  Seller
and Buyer agree that, effective as of November 1, 2010, Buyer is assuming the TI
Liabilities listed in Schedule 2.3 hereof and, from and after November 1, 2010
all other Liabilities related to the TI Business, other than the Retained
Liabilities.

    


    2.4         Purchase
Consideration.  The Purchase Consideration shall be the
aggregate of (i) the Share Consideration, (ii) the Cash Consideration, and (iii)
the undertaking and obligation of Buyer to close  on not less than $10
million of additional equity or equity-linked investment in Buyer (the “Additional
Initial Capital”), in accordance with the provisions of Section 6.7
hereof.

    


    2.5         Adjustments
and Prorations. All payment obligations under contracts for services or
utilities, and salaries and other benefits obligations in respect of employees
of Seller who shall become employees of Buyer as of the Closing Date, shall be
apportioned as of the Closing Date.

    


    2.6         Allocation
of Purchase Consideration.  The Purchase Consideration shall be
allocated, for purposes of Section 1060 of the Internal Revenue Code of 1986, as
amended (the “Code”),
among the Assets, as shall be agreed to by the parties prior to December 31,
2010.  Neither party hereto shall take a position on any tax return or
other filing with any federal, state or local authority that is inconsistent
with such allocation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE 3. REPRESENTATIONS
AND WARRANTIES OF SELLER

    


    Seller
represents and warrants to Buyer as follows:

    


    3.1         Organization,
Standing and Authority.  Each member of the RZ Group is a
corporation duly formed, validly existing and in good standing under the laws of
the State of Delaware and is duly qualified to conduct its business in the State
of Utah and each other jurisdiction where the TI Business is conducted, where
the conduct of the TI Business requires such qualification and the failure to so
qualify would have a material adverse effect on such member of the RZ
Group.  Each member of the RZ Group has all requisite corporate power
and authority to own, lease, and use the TI Assets as presently owned, leased,
and used.  Seller has all requisite corporate power and authority to
execute and deliver this Agreement, the Ancillary Agreements and the documents
contemplated thereby, and to perform and comply with all of the terms, covenants
and conditions to be performed and complied with by Seller, hereunder and
thereunder.  No member of the RZ Group is a participant in any joint
venture or partnership with any other person or entity with respect to any part
of the TI Business.

    


    3.2         Authorization
and Binding Obligation.  The execution, delivery, and
performance of this Agreement and the Ancillary Agreements by Seller have been
duly authorized by all necessary corporate action on the part of
Seller.  This Agreement and the Ancillary Agreements have been duly
executed and delivered by Seller and constitute the legal, valid, and binding
obligations of Seller, enforceable against Seller in accordance with its terms
except as the enforceability hereof may be affected by bankruptcy, insolvency,
or similar laws affecting creditors’ rights generally, or by court-applied
equitable remedies.

    


    3.3         Absence
of Conflicting Agreements.  The execution, delivery, and
performance of this Agreement and the Ancillary Agreements, and the documents
contemplated hereby or thereby (with or without the giving of notice, the lapse
of time, or both):  (i) do not require the consent of any third party;
(ii) will not conflict with any provision of the articles of Incorporation and
By-Laws of Seller; (iii) will not conflict with, result in a breach of or
constitute a default under, any law, judgment, order, ordinance, decree, rule,
regulation or ruling of any court or governmental instrumentality, which is
applicable to Seller; (iv) will not conflict with, constitute grounds for
termination of, result in a breach of, constitute a default under, or accelerate
or permit the acceleration of any performance required by the terms of, any
material agreement, instrument, License or permit to which any member of the RZ
Group is a party or by which any member of the RZ Group may be bound; or (v)
will not voluntarily create any claim, liability, mortgage, lien, pledge,
condition, charge, or encumbrance of any nature whatsoever upon the TI
Assets.

    


    3.4         Licenses.  Seller
(itself or by way of its ownership of each RZ Subsidiary) has all Licenses, if
any, necessary to enable the continued ownership of the TI Assets and the
operation of the TI Business.  Schedule 3.4 includes a true
and complete list of the Licenses.  Seller has delivered to Buyer true
and complete copies of each of the Licenses listed on Schedule 3.4. Such Licenses
are issued in the name of Seller and are in full force and effect.

    


    3.5         Title to
and Condition of TI Assets.

    


    
      	
               
      

            	
              a.

            	
              Seller
      (itself or by way of its ownership of each RZ Subsidiary) has good, clean,
      and marketable title to its interest in the TI Assets, subject only to the
      possible lien on the Intellectual Property in favor of Pratt & Whitney
      (or its affiliates).  All of the TI Assets are being transferred
      to Buyer in their “AS IS” “WHERE IS” condition on the date
      hereof.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                b.

              	
                Notwithstanding
      the provisions of paragraph a of this Section, Seller agrees to indemnify
      and hold harmless Buyer from and against any and all loss, cost and
      expense suffered or incurred by Buyer as a result of or in connection with
      claims by Pratt & Whitney (or its affiliates) of security interests
      in, liens upon or rights or interests in respect of the Intellectual
      Property, to the extent that Buyer suffers any loss of rights to use and
      enjoyment of the Intellectual Property that Buyer would have had if the
      Intellectual Property had been conveyed to Buyer on the date hereof free
      and clear of all claims and interests of Pratt & Whitney (or its
      affiliates) (“Seller’s
      IP Indemnification”).

              


      

    

    


    3.6         [reserved]

    


    3.7         Consents.  No
consent, approval, permit or authorization of, or declaration to or filing with
any governmental or regulatory authority, or any other third party is required
(i) to permit any Seller to consummate this Agreement or the Ancillary
Agreements and the transactions contemplated hereby and thereby, (ii) to permit
any Seller to assign or transfer the Real Property or Assets to Buyer, or (iii)
to enable Buyer to conduct the TI Business in essentially the same manner as
such business or operations are presently conducted.

    


    3.8         Intellectual
Property.  There are no claims or proceedings pending or, to
the knowledge of Seller, threatened against any member of the RZ Group asserting
that the ownership or use by the RZ Group of any of the Intellectual Property
infringes the rights of any other person, and Seller has no knowledge that any
ownership or any use thereof by any member of the RZ Group could give rise to
such a claim.  No member of the RZ Group has licensed or otherwise
assigned any interest in the Intellectual Property to any third
party.

    


    3.9         ‘34 Act
Reports.  Seller is current in the filing of all reports and
filings required by the Securities Exchange Act of 1934, as amended (the “Act”)
and the New York Stock Exchange.

    


    3.10       Taxes.  Seller
has filed or caused to be filed all federal income tax returns and all other
federal, state, county, local or city tax returns which are required to be filed
in connection with the TI Assets or TI Segment, and it has paid or cause to be
paid all taxes shown on said returns or on any tax assessment received by it to
the extent that such taxes have become due. To the best of Seller’s knowledge,
no events have occurred which could impose on Buyer any transferee liability for
any taxes, penalties or interest due or to become due from any member of the RZ
Group.

    


    3.11       Claims,
Legal Actions.  Except as set forth in Schedule 3.11,  no
member of the RZ Group has been served with any claim, legal action,
counterclaim, suit, arbitration, governmental investigation or other legal,
administrative or tax, or condemnation or taking proceeding, nor any order,
decree or judgment, that is in progress or pending, nor to the knowledge of any
Seller has any such matter been threatened, against or relating to any Seller or
any of the TI Assets, nor does any Seller know of any basis for the same that
would materially impair the value of the TI Assets in the hands of Buyer after
the Closing Date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.12       Compliance
with Laws.  To the best knowledge of Seller, each member of the
RZ Group has complied in all material respects with all federal, state and local
laws, rules and regulations and ordinances applicable to the TI
Business.

    


    3.13       Environmental
Matters.

    


    (a)           No
member of the RZ Group has received any written notice of violation, alleged
violation, noncompliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to TI
Assets.  For purposes hereof, “Environmental
Laws” means any and all federal, state or local laws, statues, rules,
regulations, plans, ordinances, codes, licenses or other restrictions relating
to health, safety or the environment, including without limitation the Federal
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Air Act, the Safe Drinking Water Act, the Toxic Substances Control Act, and the
Occupational Health and Safety Act.

    


    (b)           To
the best knowledge of Seller, none of the TI Assets have been used to transport
or dispose of Hazardous Materials in violation of, or in a manner or to a
location which gives rise to liability under, Environmental Laws, nor have any
of the TI Asset been used to generate, treat, store or dispose of Hazardous
Materials in violation of, or in a manner that would give rise to liability
under, any applicable Environmental Laws.  For purposes hereof “Hazardous
Materials” means any toxic or hazardous wastes, substances, products,
pollutants or materials of any kind, including, without limitation, petroleum
and petroleum products, MTBE and other additives, and asbestos, or any other
wastes, substances, products, pollutants or material regulated under any
Environmental Laws.

    


    (c)           To
the best of Seller’s knowledge, there has been no release or threat of release
of Hazardous Materials arising from or related to the TI
Business.


     


    ARTICLE 4. REPRESENTATIONS
AND WARRANTIES OF BUYER

    


    Buyer
represents and warrants to Seller as follows:

    


    4.1         Organization,
Standing and Authority.  Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware,
and is duly qualified to conduct its business in the State of Utah and each
other jurisdiction where the TI Business is conducted, where the conduct of the
TI Business requires such qualification and the failure to so qualify would have
a material adverse effect on Buyer.  Buyer has all requisite corporate
power and authority to execute and deliver this Agreement, the Ancillary
Agreements and the documents contemplated hereby and thereby, and to perform and
comply with all of the terms, covenants, and conditions to be performed and
complied with by Buyer hereunder and thereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.2         Authorization
and Binding Obligation.  The execution, delivery and
performance of this Agreement and the Ancillary Agreements by Buyer have been
duly authorized by all necessary corporate action on the part of
Buyer.  This Agreement and the Ancillary Agreements have been duly
executed and delivered by Buyer and constitute the legal, valid, and binding
obligations of Buyer, enforceable against Buyer in accordance with its terms
except as the enforceability hereof may be affected by bankruptcy, insolvency,
or similar laws affecting creditors’ rights generally, or by court-applied
equitable remedies.

    


    4.3         Absence
of Conflicting Agreements.  The execution, delivery, and
performance of this Agreement, the Ancillary Agreements and the documents
contemplated hereby and thereby (with or without the giving of notice, the lapse
of time, or both):  (i) do not require the consent of any third party,
(ii) will not conflict with the Articles of Incorporation or By-laws of Buyer,
(iii) will not conflict with, result in a breach of, or constitute a default
under, or accelerate or permit the acceleration of any performance required by
the terms of, any material agreement, instrument, licenses, or permit to which
Buyer is a party or by which Buyer may be bound.

    


    4.4         Full
Disclosure.  No representation or warranty made by Buyer herein
nor any certificate, document or other instrument furnished or to be furnished
by Buyer pursuant hereto contains or will contain any untrue statement of a
material fact made intentionally or in bad faith, or intentionally or in bad
faith omits or will omit to state any material fact known to Buyer and required
to make the statements herein or therein not misleading.

    


    4.5         Litigation.  There
is no action, suit, investigation or other proceeding pending or, to Buyer’s
knowledge, threatened which may adversely affect Buyer’s ability to perform in
accordance with the terms of this Agreement or the Ancillary Agreements, and
Buyer is unaware of any facts which could reasonably result in any such
proceeding.

    


    ARTICLE 5. SURVIVAL OF
REPRESENTATIONS AND WARRANTIES

    AND
INDEMNIFICATION

    


    5.1         Representations
and Warranties.  Except with respect to representations that
are expressly limited to survival for a term of less than 18 months, all
representations and warranties contained in this Agreement or in the Ancillary
Agreements shall survive the Closing Date for a period of 18 months (the “Survival
Period “).  Any investigations by or on behalf of any party
hereto shall not constitute a waiver as to enforcement of any representation or
warranty contained herein.

    


    5.2         Indemnification
by Seller.  Seller shall indemnify and hold Buyer harmless
against and with respect to, and shall reimburse Buyer for:

    


    (a)          all
losses, liabilities, costs, expenses or damages resulting from any untrue
representation, or breach of warranty contained herein or in any certificate,
delivered by Seller to Buyer hereunder; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)         all
actions, suits, proceedings, claims, demands, assessments, judgments, and
reasonable costs and expenses, including reasonable legal fees and expenses,
incident to the foregoing.

    


    (c)          Seller’s
obligations hereunder shall survive the Closing of the transactions contemplated
hereunder.

    


    5.3        
 Indemnification
by Buyer.  Buyer
shall indemnify and hold Seller harmless against and with respect to, and shall
reimburse Seller for:

    


    (a)          all
losses, liabilities, costs, expenses or damages resulting from any untrue
representation, or breach of warranty contained herein or in any certificate
delivered by Buyer to Seller hereunder; and

    


    (b)          all
actions, suits, proceedings, claims, demands, assessments, judgments, and
reasonable costs and expenses, including reasonable legal fees and expenses,
incident to the foregoing.

    


    (c)           Buyer’s
obligations hereunder shall survive the Closing of the transactions contemplated
hereunder.

    


    5.4         Procedures
for Indemnification.  The procedures for indemnification shall
be as follows:

    


    a.           The
party claiming the indemnification (the “Claimant”)
shall promptly give notice to the party from whom indemnification is claimed
(the “Indemnifying
Party”) of any claim, whether between the parties or brought by a third
party, specifying (i) the factual basis for such claim, and (ii) the amount of
the claim. If the claim relates to an action, suit or proceeding filed by a
third party against Claimant, such notice shall be given by Claimant within five
(5) days after written notice of such action, suit or proceeding was given to
Claimant.

    


    b.           Following
receipt of notice from the Claimant of a claim, the Indemnifying Party shall
have thirty (30) days to make such investigation of the claim as the
Indemnifying Party deems necessary or desirable. For the purposes of such
investigation, the Claimant agrees to make available to the Indemnifying Party
and/or its authorized representative(s) the information relied upon by the
Claimant to substantiate the claim.  If the Claimant and the
Indemnifying Party agree at or prior to the expiration of said thirty (30) day
period (or any mutually agreed upon extension thereof) to the validity and
amount of such claim, or if the Indemnifying Party does not respond to such
notice, the Indemnifying Party shall immediately pay to the Claimant the full
amount of the claim. If the Claimant and the Indemnifying party do not agree
within said period (or any mutually agreed upon extension thereof), the Claimant
may seek appropriate legal remedy.

    


    c.     
      With respect to any claim by a third party
as to which the Claimant is entitled to indemnification hereunder, the
Indemnifying Party shall have the right at its own expense, to participate in or
assume control of the defense of such claim, and the Claimant shall cooperate
fully with the Indemnifying party subject to reimbursement for reasonable actual
out-of-pocket expenses, including reasonable attorneys’ fees, incurred by the
Claimant as the result of a request by the Indemnifying party.  If the
Indemnifying party elects to assume control of the defense of any third-party
claim, the Claimant shall have the right to participate in the defense of such
claim at its own expense.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    d.     
      If a claim, whether between the parties or
by a third party, requires immediate action, the parties will make all
reasonable efforts to reach a decision with respect thereto as expeditiously as
possible.

    


    e.      
      If the Indemnifying Party does not elect to
assume control or otherwise participate in the defense of any third party claim,
it shall be bound by the results obtained in good faith by the Claimant with
respect to such claim and the Indemnifying Party shall promptly reimburse
Claimant for its defense costs including reasonable attorney’s and other legal
fees and the fees of consultants used in the defense of Claimant.

    


    f.       
     The indemnification rights provided in Sections
5.2 and 5.3 shall extend to the shareholders, directors, officers, partners
employees and representatives, successors and assigns of the Claimant although
for the purpose of the procedures set forth in this Section 5.4, any
indemnification claims by such parties shall be made by and through the
Claimant.

    


    


    ARTICLE 6. SPECIAL COVENANTS
AND AGREEMENTS

    


    6.1           Broker.  Buyer
and Seller each represents and warrants to each other that neither it nor any
person or entity acting on its behalf has incurred any liability for any
finders’ or brokers’ fees or commissions in connection with the transaction
contemplated by this Agreement.  The representations and warranties
contained in this Section shall survive the Closing hereunder.

    


    6.2           Confidentiality.  Except
as specifically set forth herein, and except to the extent required by law, each
party hereto will keep confidential any information which is obtained from the
other party in connection with the transaction contemplated hereby and which is
not readily available to members of the general public, and will not use such
information for any purpose other than in furtherance of the transactions
contemplated hereby.  In the event this Agreement is terminated and
the purchase and sale contemplated hereby abandoned, each party will return to
the other party all documents, work papers and other written material obtained
by it in connection with the transaction contemplated hereby.  If a
disclosure is required by law, the disclosing party shall make reasonable
efforts to afford the other party an opportunity to review and comment on the
proposed disclosure prior to the making of such
disclosure.  Notwithstanding the foregoing, upon the execution of this
Agreement by both parties, Seller and Buyer shall have the right to issue a
press release, and file with the Securities and Exchange Commission a current
report on Form 8-K with respect to this Agreement and the transactions
contemplated hereby, which press release shall be mutually agreed to in form and
substance by both parties hereto prior to its release.

    


    6.3           Cooperation;
Reporting and  Disclosure.  Buyer and Seller shall
cooperate fully with each other and their respective counsel and accountants in
connection with any actions required to be taken as part of their respective
obligations under this Agreement, and Buyer and Seller shall execute such other
documents as may be necessary and desirable to the implementation and
consummation of the transactions contemplated by this Agreement. From and after
the Closing Date, Buyer shall cooperate with Seller in connection with Seller’s
public reporting and accounting and financial disclosure obligations that may
arise by reason of Seller’s ownership of Buyer’s common stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.4          Via
Automotive, Inc. Governance.

    


    (a)          Seller
and Buyer agree that, effective as of the Closing Date, the following persons
shall be the sole directors of Buyer:

    


    Directors:

    Carl E.
Berg;

    Kraig T.
Higginson; and

    Alan G.
Perriton.

    


    (b)         Effective
as of the Closing Date, the By-Laws of Buyer shall be in the form and substance
of Exhibit A attached
hereto and made a part hereof.

    


    6.5         Employees.  Effective
as of the Closing Date, Buyer shall employ each of the employees of Seller
listed on Schedule 6.5
on the terms set forth on Schedule 6.5.

    


    6.6         Corporate
Services; Audited Financial Statements.  For a period of 3
months after the Closing Date, unless earlier terminated by written notice from
Buyer to Seller, Seller shall provide accounting, tax preparation and
administrative services to Buyer related to the TI Business, at a reasonable
cost to be determined on the Closing Date. Additionally, Seller shall deliver to
Buyer on or before December 31, 2010, audited financial statements for the TI
Segment for the 12 months ended December 31, 2009 and for period from January 1,
2010 through the Closing Date.

    


    6.7         Additional
Initial Capital.  Buyer is obligated to close not later than
February 28, 2011 on not less than $10 million of additional equity or
equity-linked investment in Buyer. In the event that Buyer does not close on any
portion of the $10 million of additional equity or equity linked investment
before June 30, 2011, Seller shall have the right obtain such investment on
Buyer’s behalf on terms reasonably acceptable to Buyer’s board of directors,
which investment of Additional Initial Capital shall be subject to the terms and
conditions of the Shareholders’ Agreement to be delivered by the Parties in
accordance with the provisions of Article 7 hereof.

    


    ARTICLE 7. CONDITIONS TO
OBLIGATIONS OF BUYER AND SELLER

    


    7.1         Conditions
of Obligations of Buyer.  All obligations of Buyer at the
Closing hereunder are subject to the fulfillment prior to and at the Closing
Date of each of the following conditions:

    


    a.           Representations
and Warranties.  The representations and warranties of Seller
in this Agreement shall be true and complete in all material respects at and as
of the Closing Date, as though such representations and warranties were made at
and as of such time, except for changes contemplated by this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b.         
  Covenants
and Conditions.  Seller shall have in all material respects
performed and complied with the covenants, agreements, and conditions required
by this Agreement to be performed or complied with by it prior to or on the
Closing Date.

    


    c.        
   Deliveries.  Seller
shall have made all the deliveries to Buyer set forth in Section 8.2 hereof,
and  the Shareholders’ Agreement shall have been executed and
delivered by Buyer’s initial investor.

    


    7.2          Conditions
to Obligations of Seller.  The obligations of Seller at the
Closing hereunder are subject to the fulfillment prior to and at the Closing
Date of each of the following conditions:

    


    a.      
     Representations
and Warranties.  The representations and warranties of Buyer
contained in this Agreement shall be true and complete in all material respects
at and as of the Closing Date, except for changes contemplated by this
Agreement, as though such representations and warranties were made at and as of
such time.

    


    b.       
    Covenants
and Conditions.  Buyer shall have in all material respects
performed and complied with the covenants, agreements, and conditions required
by this Agreement to be performed or complied with by it prior to or on the
Closing Date.

    


    c.         
  Deliveries.  Buyer
shall have made all the deliveries set forth in Section 8.3 hereto and the
Shareholders’ Agreement.

    


    ARTICLE 8. CLOSING AND
CLOSING DELIVERIES

    


    8.1          Closing.  The
closing shall be completed on the date hereof (the “Closing
Date”), at the offices of Sichenzia Ross Friedman Ference LLP, New York,
NY or such other place as shall be mutually agreed to by Buyer and Seller, or,
if mutually agreed upon by the parties, shall be an escrow closing via the
mail.

    


    8.2           Deliveries
by Seller.  Prior to or on the Closing Date, Seller shall
deliver to Buyer the following, in form and substance reasonably satisfactory to
Buyer and its counsel:

    


    (a)           Counterparts.  Duly
executed counterparts of this Agreement, the Shareholders’ Agreement and each of
the Ancillary Agreements and an assignment and assumption of contracts, in
customary form and substance,, mutually acceptable to Buyer and
Seller;

    


    (b)           Transfer
Documents.  Duly executed quitclaim deeds, bills of sale,
assignments and other transfer documents which shall be sufficient to vest title
to the TI Assets in the name of Buyer or its permitted designees, free and clear
of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or
encumbrances of any nature whatsoever, except for the Permitted
Lien.

    


    (c)           [reserved]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Officer’s
Certificate. Certificates, dated as of the Closing Date, executed by duly
authorized officers of Seller, certifying: (i) that the representations and
warranties of Seller contained in this Agreement are true and complete in all
material respects as of the Closing Date, as though made on and as of that date,
except for changes contemplated by this Agreement and except for representations
and warranties made as of a specific date which shall be certified true and
complete in all material respects as of such date; and (ii) that Seller has, in
all material respects, performed its obligations and complied with its covenants
set forth in this Agreement to be performed and complied with prior to or on the
Closing Date.

    


    (e)           Secretary’s
Certificate.  Certificates, dated as of the Closing Date,
executed by the Secretary or Clerk of Seller: (i) certifying that the
resolutions, as attached to such certificate, were duly adopted by Seller’s
shareholders and Board of Directors, authorizing and approving the execution of
this Agreement and the Ancillary Agreements by Seller and the consummation of
the transactions contemplated hereby and thereby and that such resolutions
remain in full force and effect; and (ii) providing, as attachments thereto, a
certificate of good standing certified by the Secretary of State of Delaware; as
of a date not more than fifteen (15) days before the Closing Date and by
Seller’s Secretary as of the Closing Date, and a copy of Seller’s Articles of
Incorporation and By Laws as in effect on the date hereof, certified by Seller’s
Secretary as of the Closing Date.

    


    (f)           Transfer
or Conveyance Taxes or Document Stamps.  Such amounts as are
necessary to pay for Seller’s obligations with respect to transfer or conveyance
taxes or documentary stamps.  Such amount may either be delivered by
Seller at Closing, or credited to Buyer against the Purchase Consideration at
Closing.

    


    8.3           Deliveries
by Buyer.  Prior to or on the Closing Date, Buyer shall deliver
to Seller the following, in form and substance reasonably satisfactory to Seller
and its counsel:

    


    (a)           Purchase
Consideration.  The Purchase Consideration; provided, however,
that Buyer is permitted to deliver to Seller up to $1 million of the Cash
Consideration after the date hereof, but on or before December 20,
2010;

    


    (b)           Counterparts.  Duly
executed counterparts of this Agreement, the Shareholders’ Agreement and each of
the Ancillary Agreements and an assignment and assumption of contracts, in
customary form and substance mutually acceptable to Buyer and
Seller;

    


    (c)           [reserved];

    


    (d)           [reserved].


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
9. MISCELLANEOUS

    


    9.1          Notices.  Each
party giving any notice required or permitted under this Agreement or any
Ancillary Agreement will give the notice in writing and use one of the following
methods of delivery to the party to be notified, at the address set forth below
or another address of which the sending party has been notified in accordance
with this Section: (a) personal delivery; (b) facsimile or telecopy transmission
with a reasonable method of confirming transmission; (c) commercial overnight
courier with a reasonable method of confirming delivery; or (d) pre-paid, United
States of America certified or registered mail, return receipt requested. Notice
to a party is effective for purposes of this Agreement or any Ancillary
Agreement only if given as provided in this Section and will be deemed given on
the date that the intended addressee actually receives or refuses delivery of
the notice.

    


    If to
Seller:

    Raser
Technologies, Inc.

    5152
North Edgewood Drive

    Suite
200

    Provo,
Utah 84604

    Attention:
Nicholas Goodman, CEO

    


    with a
copy

    (which
shall not

    constitute
notice) to:

    


    Andrew M.
Smith

    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd
Floor

    New
York,. NY 10006

    If to
Buyer:

    


    Via
Automotive, Inc.

    10050
Bandley Dr.

    Cupertino,
CA  95014

    


    with a
copy

    (which
shall not

    constitute
notice) to:

    


    Carl E.
Berg

    


    9.2           Benefit
and Binding Effect.  Neither party hereto may assign this
Agreement without the prior written consent of the other party hereto, except
that Buyer may assign its rights and obligations under this Agreement to any
affiliated entity, following which assignment Buyer shall be released from all
of its obligations hereunder.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.3           Governing
Law.  This Agreement shall be governed, construed, and enforced
in accordance with the laws of the State of Utah.

    


    9.4           Headings.  The
headings here are included for ease of reference only and shall not control or
affect the meaning or construction of the provisions of this
Agreement.

    


    9.5           Gender
and Number.  Words used herein, regardless of the gender and
number specifically used, shall be deemed and construed to include any other
gender, masculine, feminine or neuter; and any other number, singular or plural,
as the context required.

    


    9.6           Entire
Agreement.  This Agreement, all schedules and exhibits hereto,
and all documents and certificates to be delivered by the parties pursuant
hereto collectively represent the entire understanding and agreement between
Buyer and Seller with respect to the subject matter hereof.  All
schedules and exhibits attached to this Agreement shall be deemed part of this
Agreement and incorporated herein, where applicable, as if fully set forth
herein.  This Agreement supersedes all prior negotiations between
Buyer and Seller, and all letters of intent and other writings related to such
negotiations, and cannot be amended, supplemented or modified except by an
agreement in writing which makes specific reference to this Agreement or an
agreement delivered pursuant hereto, as the case may be, and which is signed by
the party against which enforcement of any such amendment, supplement or
modification is sought.

    


    9.7           Waiver of
Compliance: Consents.  Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any obligation,
representation, warranty, covenant, agreement or condition herein may be waived
by the party entitled to the benefits thereof only by a written instrument
signed by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, representation, warranty ,
covenant, agreement or condition shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.  Whenever this
Agreement requires or permits consent by or on behalf of any party hereto, such
consent shall be given in writing in a manner consistent with the requirements
for a waiver of compliance as set forth in this Section.

    


    9.8           Severability.  If
any provision of this Agreement or the application thereof to any person or
circumstance shall be invalid or unenforceable or any extent, the remainder of
this Agreement and the application of such provision to other persons or
circumstances shall not be affected thereby and shall be enforced to the greater
extent permitted by law.

    


    9.9           Counterparts.  This
Agreement may be signed in any number of counterparts with the same effect as if
the signature on each such counterpart were upon the same instrument and/or by
facsimile signatures, provided the original signatures shall be thereafter
promptly delivered to the party entitled thereto. Any party hereto shall be
fully protected in relying upon  facsimile delivery of this Agreement
which is believed by such party, in good faith, to be genuine.

    


    IN
WITNESS WHEREOF, this Agreement has been executed by Buyer and Seller as of the
day and year first above written.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          SELLER:

                        	
                          RASER
      TECHNOLOGIES, INC.

                        	 
	 
      	 
      	 
	 
      	
                          By: 

                        	
                          /s/ Nicholas Goodman

                        	 
	 
      	
                          Name:
      Nicholas Goodman

                        	 
	 
      	
                          Title:
      CEO

                        	 
	 
      	 
      	 
	
                          BUYER:

                        	
                          VIA
      AUTOMOTIVE, INC.

                        	 
	 
      	 
      	 
	 
      	
                          By: 

                        	
                          /s/ Carl E. Berg

                        	 
	 
      	
                          Name:
      Carl E. Berg

                        	 
	 
      	
                          Title:
      President

                        	 


                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBITS TO ASSET PURCHASE
AND SALE AGREEMENT

    


    
      	
               
      

            	
              A.

            	
              By-Laws
      of Buyer

            


    

    
      	
               
      

            	
              B.

            	
              Shareholders’
      Agreement

            


    

    


    SCHEDULES TO ASSET PURCHASE
AND SALE AGREEMENT

    


    
      	
              1.8

            	
              List
      of Intellectual Property

            


    

    
      	
              2.1 

            	
              List
      of TI Assets

            


    

    
      	
              2.3 

            	
              Liabilities

            


    

    
      	
              3.4 

            	
              Licenses

            


    

    
      	
              3.11 

            	
              Claims;
      Legal Actions

            


    

    
      	
              6.5

            	
              Employees

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    By-Laws


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

     

    Shareholders’
Agreement