0000909567-07-000247 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 23rd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario

Agreement dated as of •, 2007, between Photowatt Technologies Inc., a corporation existing under the laws of Canada (the “Company,” which for the purposes of this Agreement shall include any Subsidiary as defined herein), and [•] ([•], together with his heirs, executors, personal and legal representatives, referred to collectively as the “Indemnitee”).

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SHARE TRANSFER AGREEMENT
Share Transfer Agreement • February 23rd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario

THIS SHARE TRANSFER AGREEMENT (this “Agreement”), made and entered into on the [•] day of [•], 2007, by and among Photowatt Technologies Inc. (“Purchaser”), a corporation duly organized and validly existing under the laws of Canada and ATS Automation Tooling Systems Inc. (“Seller”), a corporation duly organized and validly existing under the laws of the Province of Ontario.

DEBT REPAYMENT AND CONVERSION AGREEMENT
Debt Repayment and Conversion Agreement • February 23rd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario

WHEREAS Photowatt is undertaking an initial public offering (the “Offering”) of its common shares pursuant to a registration statement on Form F-1 under the U.S. Securities Act of 1933 and a prospectus filed with Canadian securities regulatory authorities;

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