Nuvera Fuel Cells Inc Sample Contracts

Nuvera Fuel Cells Inc – SUBCONTRACT AGREEMENT (February 8th, 2001)

EXHIBIT 10.25 PLUG POWER, L.L.C. SUBCONTRACT AGREEMENT NO. PP80205 SCHEDULE -------- This Subcontract Agreement entered into on November 21, 1997, by and between Plug Power, L.L.C., a limited liability corporation duly organized under the laws of Delaware and having offices in Latham, New York (hereinafter called "Buyer"), and Arthur D. Little, Inc., having offices in Acorn Park, Cambridge, Massachusetts (hereinafter called "Seller"). WHEREAS, Buyer has heretofore entered into Cooperative Agreement No. DE-FC02- 97EE50472 (hereinafter called the "Prime Contract") with the U.S. Department Of Energy (hereinafter called "DOE"); and WHEREAS, in furtherance of the Prime Contract, the parties hereto desire to provide for the Seller's furnishing the servic

Nuvera Fuel Cells Inc – DEVELOPMENT AND SUPPLY AGREEMENT (February 8th, 2001)

Exhibit 10.37 DEVELOPMENT AND SUPPLY AGREEMENT DEVELOPMENT AND SUPPLY AGREEMENT (the "Agreement"), is made and entered into as of this 21/st/ day of November, 2000, by and between De Nora Elettrodi SpA. an Italian Company with its principal place of business at Milano, Italy, Via dei Canzi 1 and its subsidiaries as specified in Exhibit A (all hereinafter referred to as "DNE"), and Nuvera Fuel Cells, Inc., a Delaware corporation having its principal place of business located at 35 Acorn Park, Cambridge, MA 02140, United States of America ("Nuvera") and Nuvera Fuel Cells Europe, S.r.l., a wholly-owned subsidiary of Nuvera and an Italian company having its principal place of business located at via Bistolfi 35, Milan, Italy ("Nuvera Europe") (together, the "BUYER"). WITNESSETH: WHEREAS, DNE and its subsidiaries, inter-alia De Nora North America Inc. E-Tek Divi

Nuvera Fuel Cells Inc – SUBAWARD AGREEMENT (February 8th, 2001)

EXHIBIT 10.30 SUBAWARD AGREEMENT This Subaward Agreement, effective November 1, 1997, is made between International Fuel Cells Corporation (hereinafter known as "IFC"), a Maryland corporation with principal offices in South Windsor, Connecticut, and A.D. Little, Inc. (hereinafter known as "ADL"), with principal offices in Cambridge, Massachusetts. The effort to be performed by ADL under this Subaward Agreement will be part of IFC's Financial Assistance Award DE-FC02-97EE50471 which has been issued by the Department of Energy. WITNESSETH THAT: In consideration of the mutual promises, covenants, and agreements herein set forth, the Parties agree that ADL shall perform all of the services set forth herein, for the consideration stated herein. The rights and obligations of the Parties to this Subaward Agreement shall be subject to and governed

Nuvera Fuel Cells Inc – H Power/ADL Joint Venture Agreement (February 8th, 2001)

Exhibit 10.24 H Power/ADL Joint Venture Agreement Joint Venture Agreement THIS AGREEMENT (this "Agreement") is made as of December 18, 1998, between H Power Corp., a Delaware corporation having its principal place of business at 60 Montgomery Street, Belleville NJ 07109, (hereinafter referred to as "H Power") and Arthur D. Little, Inc. having executive offices at Acorn Park, Cambridge, Massachusetts 02140 (hereinafter referred to as "ADL"). Throughout this Agreement, H Power and ADL may be referred to collectively as the "Parties" and each individually as a "Party". WHEREAS, H Power has acquired, developed, possesses and owns specialized, novel, and unique techniques, inventions, practices, methodologies, knowledge, skill, experience, data, formulae, computer programs and other information relating to the design and manufacture of

Nuvera Fuel Cells Inc – NOTICE OF FINANCIAL ASSISTANCE AWARD (February 8th, 2001)

EXHIBIT 10.26 U.S. DEPARTMENT OF ENERGY NOTICE OF FINANCIAL ASSISTANCE AWARD (See Instructions on Reverse) Under the authority of Public Law 95-91, U.S. Department of Energy Organization --------------------------------------------- Act and subject to legislation, regulations and policies applicable to (cite --- legislative program title): Advanced Automotive Technologies ----------------------------------------------------------------------------------------------------------------------------------- 1. PROJECT TITLE 2. INSTRUMENT TYPE Development of Fuel Processor, Durability Demonstration and [_] GRANT [X] COOPERATIVE AGREEMENT 10kW System ----------------------------------------

Nuvera Fuel Cells Inc – SUBCONTRACT AGREEMENT (February 8th, 2001)

EXHIBIT 10.28 SUBCONTRACT AGREEMENT BETWEEN ARTHUR D. LITTLE, INC. AND UNITED CATALYSTS INC. AGREEMENT NO. A11792 This Subcontract is entered into between Arthur D. Little, Inc. Acorn Park, Cambridge, Massachusetts 02140 (hereinafter refereed to as "ADL or EPYX") and United Catalysts Inc., 1600 West Hill Street, Louisville, KY 40210 (hereinafter referred to as "UCI", "SUBCONTRACTOR", or "Seller"). W I T N E S S E T H WHEREAS, ADL has entered into a Subcontract with UCI under Prime Cooperative Agreement No. DE-FC02-99EE50580 with the United States Government, Department of Energy, and WHEREAS, ADL desires to enter into a subcontract with UCI under said prime contract on a 35% Cost Sharing basi

Nuvera Fuel Cells Inc – SUBCONTRACT AGREEMENT (February 8th, 2001)

Exhibit 10.29 SUBCONTRACT AGREEMENT BETWEEN ARTHUR D. LITTLE, INC. AND STC CATALYSTS, INC. AGREEMENT NO. A11793 This Subcontract is entered into between Arthur D. Little, Inc. Acorn Park, Cambridge, Massachusetts 02140 (hereinafter referred to as "ADL" or "EPYX") and STC Catalysts, Inc., 10 Basil Sawyer Drive, Hampton, VA 23666 (hereinafter referred to as "SCI", "SUBCONTRACTOR", or "Seller"). W I T N E S S E T H WHEREAS, ADL has entered into Prime Cooperative Agreement No. DE-FC02-99EE50580 with the United States Government, Department of Energy, and WHEREAS, ADL desires to enter into a subcontract with SCI under said prime contract on a 35% Cost Sharing basis for assistance on the program

Nuvera Fuel Cells Inc – SUBCONTRACT AGREEMENT (February 8th, 2001)

Exhibit 10.27 SUBCONTRACT AGREEMENT BETWEEN ARTHUR D. LITTLE, INC. AND CORNING INCORPORATED AGREEMENT NO. A11790 This Subcontract is entered into between Arthur D. Little, Inc. Acorn Park, Cambridge, Massachusetts 02140 (hereinafter referred to as "ADL" or "EPYX") and Corning Incorporated, One Riverfront Plaza, Corning, NY 14831 (hereinafter referred to as "CORNING", "SUBCONTRACTOR", or "Seller"). WITNESSETH WHEREAS, ADL has entered into a Subcontract with CORNING under Prime Cooperative Agreement No. DE-FC02-99EE50580 with the United States Government, Department of Energy, and WHEREAS, ADL desires to enter into a subcontract with CORNING under said prime contract on a 35% Cost Sh

Nuvera Fuel Cells Inc – SUBCONTRACT AGREEMENT (February 5th, 2001)

Exhibit 10.27 SUBCONTRACT AGREEMENT BETWEEN ARTHUR D. LITTLE, INC. AND CORNING INCORPORATED AGREEMENT NO. A11790 This Subcontract is entered into between Arthur D. Little, Inc. Acorn Park, Cambridge, Massachusetts 02140 (hereinafter referred to as "ADL" or "EPYX") and Corning Incorporated, One Riverfront Plaza, Corning, NY 14831 (hereinafter referred to as "CORNING", "SUBCONTRACTOR", or "Seller"). WITNESSETH WHEREAS, ADL has entered into a Subcontract with CORNING under Prime Cooperative Agreement No. DE-FC02-99EE50580 with the United States Government, Department of Energy, and WHEREAS, ADL desires to enter into a subcontract with CORNING under said prime contract on a 35% Cost Sh

Nuvera Fuel Cells Inc – SUBCONTRACT AGREEMENT (February 5th, 2001)

EXHIBIT 10.25 PLUG POWER, L.L.C. SUBCONTRACT AGREEMENT NO. PP80205 SCHEDULE -------- This Subcontract Agreement entered into on November 21, 1997, by and between Plug Power, L.L.C., a limited liability corporation duly organized under the laws of Delaware and having offices in Latham, New York (hereinafter called "Buyer"), and Arthur D. Little, Inc., having offices in Acorn Park, Cambridge, Massachusetts (hereinafter called "Seller"). WHEREAS, Buyer has heretofore entered into Cooperative Agreement No. DE-FC02- 97EE50472 (hereinafter called the "Prime Contract") with the U.S. Department Of Energy (hereinafter called "DOE"); and WHEREAS, in furtherance of the Prime Contract, the parties hereto desire to provide for the Seller's furnishing the servic

Nuvera Fuel Cells Inc – SUBCONTRACT AGREEMENT (February 5th, 2001)

Exhibit 10.29 SUBCONTRACT AGREEMENT BETWEEN ARTHUR D. LITTLE, INC. AND STC CATALYSTS, INC. AGREEMENT NO. A11793 This Subcontract is entered into between Arthur D. Little, Inc. Acorn Park, Cambridge, Massachusetts 02140 (hereinafter referred to as "ADL" or "EPYX") and STC Catalysts, Inc., 10 Basil Sawyer Drive, Hampton, VA 23666 (hereinafter referred to as "SCI", "SUBCONTRACTOR", or "Seller"). W I T N E S S E T H WHEREAS, ADL has entered into Prime Cooperative Agreement No. DE-FC02-99EE50580 with the United States Government, Department of Energy, and WHEREAS, ADL desires to enter into a subcontract with SCI under said prime contract on a 35% Cost Sharing basis for assistance on the program

Nuvera Fuel Cells Inc – NOTICE OF FINANCIAL ASSISTANCE AWARD (February 5th, 2001)

EXHIBIT 10.26 U.S. DEPARTMENT OF ENERGY NOTICE OF FINANCIAL ASSISTANCE AWARD (See Instructions on Reverse) Under the authority of Public Law 95-91, U.S. Department of Energy Organization --------------------------------------------- Act and subject to legislation, regulations and policies applicable to (cite --- legislative program title): Advanced Automotive Technologies ----------------------------------------------------------------------------------------------------------------------------------- 1. PROJECT TITLE 2. INSTRUMENT TYPE Development of Fuel Processor, Durability Demonstration and [_] GRANT [X] COOPERATIVE AGREEMENT 10kW System ----------------------------------------

Nuvera Fuel Cells Inc – DEVELOPMENT AND SUPPLY AGREEMENT (February 5th, 2001)

Exhibit 10.39 DEVELOPMENT AND SUPPLY AGREEMENT DEVELOPMENT AND SUPPLY AGREEMENT (the "Agreement"), is made and entered into as of this 21/st/ day of November, 2000, by and between De Nora Elettrodi SpA. an Italian Company with its principal place of business at Milano, Italy, Via dei Canzi 1 and its subsidiaries as specified in Exhibit A (all hereinafter referred to as "DNE"), and Nuvera Fuel Cells, Inc., a Delaware corporation having its principal place of business located at 35 Acorn Park, Cambridge, MA 02140, United States of America ("Nuvera") and Nuvera Fuel Cells Europe, S.r.l., a wholly-owned subsidiary of Nuvera and an Italian company having its principal place of business located at via Bistolfi 35, Milan, Italy ("Nuvera Europe") (together, the "BUYER"). WITNESSETH: WHEREAS, DNE and its subsidiaries, inter-alia De Nora North America Inc. E-Tek Divis

Nuvera Fuel Cells Inc – SUBAWARD AGREEMENT (February 5th, 2001)

EXHIBIT 10.30 SUBAWARD AGREEMENT This Subaward Agreement, effective November 1, 1997, is made between International Fuel Cells Corporation (hereinafter known as "IFC"), a Maryland corporation with principal offices in South Windsor, Connecticut, and A.D. Little, Inc. (hereinafter known as "ADL"), with principal offices in Cambridge, Massachusetts. The effort to be performed by ADL under this Subaward Agreement will be part of IFC's Financial Assistance Award DE-FC02-97EE50471 which has been issued by the Department of Energy. WITNESSETH THAT: In consideration of the mutual promises, covenants, and agreements herein set forth, the Parties agree that ADL shall perform all of the services set forth herein, for the consideration stated herein. The rights and obligations of the Parties to this Subaward Agreement shall be subject to and governed

Nuvera Fuel Cells Inc – SUBCONTRACT AGREEMENT (February 5th, 2001)

EXHIBIT 10.28 SUBCONTRACT AGREEMENT BETWEEN ARTHUR D. LITTLE, INC. AND UNITED CATALYSTS INC. AGREEMENT NO. A11792 This Subcontract is entered into between Arthur D. Little, Inc. Acorn Park, Cambridge, Massachusetts 02140 (hereinafter refereed to as "ADL or EPYX") and United Catalysts Inc., 1600 West Hill Street, Louisville, KY 40210 (hereinafter referred to as "UCI", "SUBCONTRACTOR", or "Seller"). W I T N E S S E T H WHEREAS, ADL has entered into a Subcontract with UCI under Prime Cooperative Agreement No. DE-FC02-99EE50580 with the United States Government, Department of Energy, and WHEREAS, ADL desires to enter into a subcontract with UCI under said prime contract on a 35% Cost Sharing basi

Nuvera Fuel Cells Inc – H Power/ADL Joint Venture Agreement (February 5th, 2001)

Exhibit 10.24 H Power/ADL Joint Venture Agreement Joint Venture Agreement THIS AGREEMENT (this "Agreement") is made as of December 18, 1998, between H Power Corp., a Delaware corporation having its principal place of business at 60 Montgomery Street, Belleville NJ 07109, (hereinafter referred to as "H Power") and Arthur D. Little, Inc. having executive offices at Acorn Park, Cambridge, Massachusetts 02140 (hereinafter referred to as "ADL"). Throughout this Agreement, H Power and ADL may be referred to collectively as the "Parties" and each individually as a "Party". WHEREAS, H Power has acquired, developed, possesses and owns specialized, novel, and unique techniques, inventions, practices, methodologies, knowledge, skill, experience, data, formulae, computer programs and other information relating to the design and manufacture of

Nuvera Fuel Cells Inc – SHAREHOLDER AGREEMENT (February 5th, 2001)

Exhibit 10.37 SHAREHOLDER AGREEMENT THIS AGREEMENT is made and entered into as of the December 21, 2000, by and between: NUVERA FUEL CELLS Inc., a corporation duly existing under the laws of Delaware, having offices at Via Bistolfi 35, 20134 Milano, Italy, represented by Mr. Franco LADAVAS duly authorized (hereinafter referred to as "NUVERA"), and L'AIR LIQUIDE S.A., a corporation duly existing under the laws of France, having its principal office at 75 quai d'Orsay 75321 Paris Cedex 07, France, represented by Mr. Michel MOULINEY duly authorized (hereinafter referred to as "AL"). NUVERA and AL being referred herein to individually as a "Party" and collectively as the "Parties". WITNESSETH THAT: WHEREAS, NUVERA is involved, inter alia, in the business of fuel cells stacks and fuel processors for small power applications for the residential market; WHEREAS, AL is involved in the bu

Nuvera Fuel Cells Inc – INVESTMENT AGREEMENT (November 8th, 2000)

EXHIBIT 10.5 INVESTMENT AGREEMENT This Investment Agreement is made as of March 30, 2000, by and among Amerada Hess Corporation, a Delaware corporation ("Hess"), Arthur D. Little, Inc., a Massachusetts corporation ("ADL" and, together with Hess, the "Stockholders"), and Epyx Corporation, a Delaware corporation ("Epyx"). W I T N E S S E T H: ------------------- WHEREAS, ADL desires to sell, and Hess desires to purchase, shares of common stock of Epyx, on the terms and conditions set forth in this Agreement; and WHEREAS, the Stockholders desire to provide for certain matters with respect to their ownership of common stock of Epyx and other securities of Epyx. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

Nuvera Fuel Cells Inc – SUBSCRIPTION AND SHARE PURCHASE AGREEMENT (November 8th, 2000)

EXHIBIT 10.6 SUBSCRIPTION AND SHARE PURCHASE AGREEMENT This Subscription and Share Purchase Agreement (the "Agreement") is made as of August 2nd 2000, by and between Fineurop International Limited, a fully owned subsidiary of Fineurop Holding N.V. Amsterdam and a company established under the laws of Jersey ("Fineurop"), represented by Mr. Ronald Adair, in its quality of Director of the company, and any Person (as defined below) which may be appointed by Fineurop to be the assignee of any right and obligation of Fineurop under this Agreement ("Fineurop Assignee"); (Fineurop and any Fineurop Assignee, except as otherwise provided for in this Agreement, are considered, also for the purposes of Article 1292 of the Civil Code, as a single party, bound jointly and severally hereunder and are collectively referred to as the "Purchasers", unless otherwise indicated);

Nuvera Fuel Cells Inc – CAPITAL CONTRIBUTION AGREEMENT (November 8th, 2000)

EXHIBIT 10.22 CAPITAL CONTRIBUTION AGREEMENT AGREEMENT dated as of November 3, 2000 among Nuvera Fuel Cells, Inc., a Delaware corporation (the "Company"), Arthur D. Little, Inc. ("AD Little"), Norfin International S.A. ("Norfin International"), Nuvera Fuel Cells Europe S.r.L. (formerly De Nora Fuel Cells S.p.A.), De Nora New Energy Investments B.V. and Amerada Hess Corporation ("Amerada Hess") (AD Little, Norfin International and Amerada Hess are hereinafter referred to collectively as the "Stockholders"). W I T N E S S E T H : The parties hereto, intending to be legally bound, hereby agree that the Stockholders will provide financial support to the Company when needed to sustain its operations, up to a maximum aggregate of $30,000,000 (the --ommitment Amount"). If the Company needs financial support to execute its business plan, it shall notify ea

Nuvera Fuel Cells Inc – INDEMNIFICATION AGREEMENT (November 8th, 2000)

EXHIBIT 10.21 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made as of ___________, 2000 between Nuvera Fuel Cells, Inc., a Delaware corporation ("Nuvera"), and _____________ (collectively with such person's heirs, executors, administrators and other personal representatives, the "Indemnitee"), an officer or director of Nuvera. WHEREAS, the Board of Directors has concluded that Nuvera's executive officers and directors should be provided with reasonable and appropriate protection against inordinate risks in order to ensure that the most capable persons will be attracted to such positions; and, therefore, has determined to contractually obligate itself to indemnify in a reasonable and adequate manner its officers and directors, and to assume for itself liability for expenses and damages in connection with claims lodged against such persons as a result of their servi

Nuvera Fuel Cells Inc – COOPERATION AND SERVICE SUPPLY AGREEMENT (November 8th, 2000)

EXHIBIT 10.7 COOPERATION AND SERVICE SUPPLY AGREEMENT BY AND BETWEEN NORFIN S.P.A., with headquarters in Milan, Via Bistolfi, 35, capital stock 37,500,000,000 lire, registered in the Corporate Register with C.C.I.A.A., Milan, as no. 203816, in the person of its President Mr. Mauro Saponelli (company hereinafter NORFIN for the sake of brevity) AND DE NORA FUEL CELLS S.P.A., with headquarters in Milan, registered in the Corporate Register with CCIAA, Milan, as no. 208344/1999, in the person of its President Dr. Michele Tettamanti (company hereinafter DNFC for the sake of brevity) WHEREAS - NORFIN is the "ORONZIO DE NORA group holding company" and engages in business of a financial nature, of coordinating its direct and indirect subsidiaries; - DNFC's

Nuvera Fuel Cells Inc – RENTAL CONTRACT FOR COMMERCIAL USE (November 8th, 2000)

EXHIBIT 10.14 [field for revenue stamp] revenue stamp for administrative documents to be cancelled with date or stamp or signature RENTAL CONTRACT FOR COMMERCIAL USE 1) With this private deed I a(1) DE NORA S.P.A. Registered in the Milan Corporate Register as no. 200888 tax ID number 01198280123 Lessor, with residence/registered offices in MILAN Via BISTOLFI no. 35, hereby rents to (1) DE NORA FUEL CELLS S.P.A. registered in the Milan Corporate Register as no. 208344/1999 tax ID number 12910180152, Lessee, who accepts for himself, his heirs, and assignees, the real estate unit Consisting of Loft used as a

Nuvera Fuel Cells Inc – LICENSE AGREEMENT (November 8th, 2000)

EXHIBIT 10.04 LICENSE AGREEMENT This Agreement is made as of March 31, 2000, by and between EPYX Corporation, a Delaware corporation located at 15 Acorn Park, Cambridge, MA 02140 (hereinafter "EPYX") and Arthur D. Little, Inc., a Massachusetts corporation located at 25 Acorn Park, Cambridge, MA 02140 (hereinafter "ADL"). WITNESSETH WHEREAS, ADL desires to acquire a license from EPYX under certain intellectual property rights owned by EPYX for use solely in certain Fields of Use; and WHEREAS, EPYX desires to grant such license rights to ADL; and NOW, THEREFORE, for and in consideration of the covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS. The following

Nuvera Fuel Cells Inc – INVESTMENT AND EXCHANGE AGREEMENT (November 8th, 2000)

EXHIBIT 10.1 INVESTMENT AND EXCHANGE AGREEMENT This Investment and Exchange Agreement is made as of April 4, 2000, by and among DeNora Fuel Cells S.p.A., a company established under the laws of Italy ("DNFC"), DeNora New Energy Investments B.V., a company established under the laws of The Netherlands and the parent company of DNFC ("DN"), Arthur D. Little, Inc., a Massachusetts corporation ("ADL"), and Epyx Corporation, a Delaware corporation ("Epyx"). W I T N E S S E T H: WHEREAS, DN desires to exchange all of the shares of DNFC for 500,000 newly issued shares of Epyx, and Epyx desires to exchange such shares of Epyx for all of the shares of DNFC, on the terms and conditions set forth in this Agreement; WHEREAS, upon consummation of such exchange, Epyx shall change its name to Nuvera ("New DeNora Epyx"), DNFC shall be a wholly-owned subsidiar

Nuvera Fuel Cells Inc – COOPERATION AND SERVICE SUPPLY AGREEMENT (November 8th, 2000)

EXHIBIT 10.8 COOPERATION AND SERVICE SUPPLY AGREEMENT DE NORA S.P.A., with headquarters in Milan, Via Bistolfi, 35, capital stock 40,000,000,000 lire, registered in the Corporate Register with C.C.I.A.A., Milan, as no. 200888, in the person of its President Mr. Giovanni Scapini (company hereinafter DN for the sake of brevity) AND DE NORA FUEL CELLS S.P.A., with headquarters in Milan, Via Bistolfi, 35, capital stock 40,000,000,000 lire, registered in the Corporate Register with CCIAA, Milan, as no. 208344/1999, in the person of its President Dr. Michele Tettamanti (company hereinafter FUEL CELLS for the sake of brevity) WHEREAS - On 10/1/99, DN concluded the spin-off of its fuel cells business into the newly formed company named FUEL CELLS; - FUEL CELLS, still in the start-up phase, has an organizational structure at a

Nuvera Fuel Cells Inc – LOAN AGREEMENT (November 8th, 2000)

EXHIBIT 10.10 LOAN AGREEMENT by and between NORFIN S.p.A., with headquarters in Milan in Via Bistolfi no. 35, tax ID number and VAT number 06036190152, in the person of Vice President and Board Member Mr. Michele de Nora and DE NORA FUEL CELLS S.p.A., with headquarters in Milan in Via Bistolfi no. 35, tax ID no. 12910180152, in the person of President, Dr. Michele Tettamanti. hereby agree as follows NORFIN S.p.A. (hereinafter Lender) shall grant to DE NORA FUEL CELLS S.p.A. (hereinafter Borrower) a LOAN for the maximum amount of 2,000,000,000 Italian lire = (two billion) at the following conditions: 1) PROCEDURE Lender will transfer to Borrower the agreed LOAN in one or more installments through a Credit institution. 2) EFFECTIVE DATE AND TERM The LOAN shall take effect on 10/

Nuvera Fuel Cells Inc – TAX INDEMNIFICATION AGREEMENT (November 8th, 2000)

EXHIBIT 10.13 TAX INDEMNIFICATION AGREEMENT between ARTHUR D. LITTLE, INC., on behalf of itself and the members of the ADL GROUP and NUVERA FUEL CELLS, INC., on behalf of itself and the members of the NUVERA GROUP TAX INDEMNIFICATION AGREEMENT This Agreement is entered into as of the 26th of October, 2000 between Arthur D. Little, Inc. ("ADL"), a Massachusetts corporation, on behalf of itself and the members of The ADL Group, and Nuvera Fuel Cells, Inc., formerly known as Epyx, Inc., ("Nuvera"), a Delaware corporation, on behalf of itself a

Nuvera Fuel Cells Inc – Form 2 tris/99 TURRI, MILAN LEASE FOR USE OTHER THAN DWELLING (November 8th, 2000)

EXHIBIT 10.17 Form 2 tris/99 TURRI, MILAN LEASE FOR USE OTHER THAN DWELLING [field for revenue stamp] revenue stamp (1) Milan, July 3, 2000 1) With this private deed (2) FINISOLA SPA, with headquarters in Milan, Via Bistolfi no. 35, registered in the regular section of the corporate register c/o C.C.I.A.A. [Chamber of Commerce for Industry, Agriculture and Handicraft] Milan [stamp] tax ID number 07487290152 as no. 234927 in the person of its president and CEO Mr. LUIGI FARE', born in Milan, 02/25/1946 [hereby] rents to (2) NUVERA FUEL CELLS EUROPE SPA, with headquarters in Milan, Via Bistolfi no. 35, in the person of its legal representative Mr. FRANCO LADAVAS, born [stamp] tax ID number 12910180152 in Milan, 08/05/1942 who accepts, the real estate unit consisting of STORAGE AREAS and WORKSHOPS (666 square meters) -- PERTAINI

Nuvera Fuel Cells Inc – 2000 STOCK INCENTIVE PLAN (November 8th, 2000)

EXHIBIT 10.18 NUVERA FUEL CELLS, INC. 2000 STOCK INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this 2000 Stock Incentive Plan of NUVERA FUEL CELLS, INC. (the "Company") are to promote the interests of the Company and its stockholders by strengthening the Company's ability to attract, motivate, and retain employees, directors, and consultants of exceptional ability and to provide a means to encourage stock ownership and a proprietary interest in the Company to selected employees, directors, and consultants of the Company upon whose judgment, initiative, and efforts the financial success and growth of the business of the Company largely depend. 2. Definitions. (a) "Award" shall mean any Option, Other Stock-Based Award or award of Restricted Stock granted under the Plan. (b) "Award Agreement" shall mean any wr

Nuvera Fuel Cells Inc – STOCKHOLDERS' AGREEMENT (November 8th, 2000)

EXHIBIT 10.2 STOCKHOLDERS' AGREEMENT This Stockholders' Agreement is made as of April 4, 2000, by and among DeNora New Energy Investments B.V., a company established under the laws of The Netherlands and the parent company of DeNora Fuel Cells, S.p.A. ("DN"), Arthur D. Little, Inc., a Massachusetts corporation ("ADL"), Amerada Hess Corporation, a Delaware corporation ("Hess" and, together with ADL and DN, the "Stockholders"), and Epyx Corporation, a Delaware corporation ("Epyx"). W I T N E S S E T H: WHEREAS, the Stockholders desire to provide for certain matters with respect to their ownership of common stock of New DeNora Epyx Corporation (formerly, Epyx Corporation, "New DeNora Epyx"), as well as for the management and operations of New DeNora Epyx. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements h

Nuvera Fuel Cells Inc – LICENSE AND SERVICES AGREEMENT (November 8th, 2000)

EXHIBIT 10.12 LICENSE AND SERVICES AGREEMENT BY AND BETWEEN ARTHUR D. LITTLE, INC. AND EPYX CORPORATION THIS LICENSE AND SERVICES AGREEMENT is made as of April 4, 2000, by and between Arthur D. Little, Inc., a Massachusetts corporation ("ADL"), and Epyx Corporation, a Delaware corporation ("Epyx"). 1. GRANT OF LICENSE. ADL hereby grants to Epyx a license to occupy and use, upon the terms and conditions set forth herein, the premises set forth on Exhibit A to this Agreement (the "Licensed Premises"), located in Buildings 15, 32 and 46 (the "Buildings") located in ADL's premises at Acorn Park, Cambridge, MA ("Acorn Park"). The Licensed Premises presently consists of approximately 14,554 rentable square feet but may be increased at the mutual consent of both par

Nuvera Fuel Cells Inc – PROMISSORY NOTE AND PLEDGE (November 8th, 2000)

EXHIBIT 10.20 PROMISSORY NOTE AND PLEDGE Cambridge, Massachusetts October 10, 2000 For value received, (the "Participant") promises to pay to the order of Nuvera Fuel Cells, Inc. (the "Company") (the "Loan"), the principal amount of which will be repayable in full on April 1, 2002 of the date hereof (the "Payment Date") subject to prepayment as set forth below; provided that if the Participant is permitted to and does dispose of any shares of Common Stock of the Company (the "Shares") pledged hereunder, the proceeds of any such sale shall be used by the Participant as follows: first to pay any accrued but unpaid interest on the Loan and second to repay the principal amount of the Loan (or a portion thereof), promptly upon receipt of such proceeds. The

Nuvera Fuel Cells Inc – COOPERATION AND SERVICE SUPPLY AGREEMENT (November 8th, 2000)

EXHIBIT 10.9 COOPERATION AND SERVICE SUPPLY AGREEMENT DE NORA ELETTRODI S.p.A., with headquarters in Milan, Via dei Canzi, 1, capital stock 33,500,000,000 lire, registered in the Corporate Register with CCIAA, Milan, as no. 117453/2000, in the person of its Managing Director and President Mr. Renato Gazzaniga (company hereinafter DE for the sake of brevity) AND NUVERA FUEL CELLS S.P.A., with headquarters in Milan, Via Bistolfi, 35, capital stock 400,000,000 lire, registered in the Corporate Register with CCIAA, Milan, as no. 208344/1999, in the person of its President Dr. Michele Tettamanti (company hereinafter FUEL CELLS for the sake of brevity) WHEREAS - FUEL CELLS has an organizational structure still in the start-up phase; - It is in the companies' common interest, belonging to the same

Nuvera Fuel Cells Inc – RENTAL CONTRACT FOR COMMERCIAL USE (November 8th, 2000)

EXHIBIT 10.15 [field for revenue stamp] revenue stamp for administrative documents to be cancelled with date or stamp or signature RENTAL CONTRACT FOR COMMERCIAL USE 1) With this private deed I a(1) FINISOLA S.P.A. (REGISTERED IN THE REGULAR SECTION OF THE CORPORATE REGISTER NO. 234927) IN THE PERSON OF PRESIDENT AND CEO MICHELE DE NORA Tax ID no. 07487290152 Lessor, registered offices in MILAN Via BISTOLFI No. 35, hereby rents to (1)DE NORA FUEL CELLS S.P.A. (REGISTERED IN THE REGULAR SECTION OF THE CORPORATE REGISTER NO. 208344/1999) IN THE PERSON OF PRESIDENT AND CEO MR. FRANCO LADAVAS, tax ID n