ASTRIS ENERGI INC.
2062540 ONTARIO INC.
JANUARY 20 , 2005
THIS AGREEMENT made effective as of the second day of January 2005 among ASTRIS ENERGI INC., a
corporation incorporated under the laws of Ontario (“AEI”), and MACNOR CORPORATION , a
corporation incorporated under the laws of Ontario (“Macnor”) and 2062540 Ontario Inc ., a corporation
incorporated under the laws of Ontario (“Holdco”).
WITNESSETH that the parties have agreed as follows:
As used in this agreement:
“AEI Shares” means 5,000,000 treasury shares in the capital of AEI to be issued at a price of $0.39 per share
for an aggregate consideration of $ 1,955,000 ;
“AEI Technology” means the fuel cell technology developed by AEI;
“AEI Warrants” means 5,000,000 warrants to purchase common shares of AEI having the attributes set out in
“Applicable Law” with respect to any Person or property, means all laws, including Canadian and Czech
Republic laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, awards and orders of any
Governmental Authority or arbitrator (to the extent such Person or property is subject to the jurisdiction of such
Governmental Authority or arbitrator) and rules, regulations, policies and guidelines (having the force of law),
directives, interpretations, licenses, exemptions and permits of any Governmental Authority, in each case
applicable to such Person or property within the jurisdiction of such Government Authority;
“Authorizations” means all authorizations, consents, waivers, exceptions, permits, entitlements, licenses, orders,
decrees, approvals, exemptions, certifications, development permits, authorities to construct, licenses or permits
to operate, environmental approvals and other authorizations from, and all registrations, filings or declarations