value of the escrow shares, but the Buyer must deplete the escrow shares before seeking any amount in cash from the Sellers. The remaining 193,680 shares will be released from escrow and given to the Sellers immediately followingthe closing.

     The Share Purchase Agreement (the “Agreement”), dated December 16, 2008, is among MTM S.r.L., an indirect, wholly owned subsidiary of Fuel Systems Solutions, Inc. (“Fuel Systems”) as buyer (the “Buyer”) and Alessandro Carlo Evi and Susana Iallonardi, collectively as sellers (the “Sellers”). The Sellers together own all of the outstanding equity of Distribuidora Shopping S.A., a company organized under the laws of the Republic of Argentina

(“Distribuidora”). The Sellers and Distribuidora together own all of the outstanding equity of

Tomasetto Achille S.A. , a company organized under the laws of the Republic of Argentina

(“Tomasetto” and together with Distribuidora, the “Companies”). The Companies manufacture, import, export and market natural gas kits for vehicles (the “Companies’ Business”).

     At the closing of the transaction described in the Share Purchase Agreement the Sellers will transfer 100% of the equity of the Companies (the “Companies’ Shares”) to the Buyer. The closing is expected to occur on January 15, 2009. However, because the closing is subject to certain conditions, the parties cannot predict exactly when the closing will occur or if it will occur at all.

     In exchange for the Companies’ Shares, the Buyer will pay an aggregate purchase price of $22.0 million, in U.S. dollars, subject to upward adjustment by adding to the purchase price the Companies cash and bank account balances at the time of the closing and to downward adjustment by subtracting from the purchase price the Companies’ Financial Debt (as defined below) at the time of the closing. Post-closing adjustments to the purchase price are described in further detail below.

     At the time of the signing of the Share Purchase Agreement, the Buyer paid the Sellers $2.0 million in cash as a down payment on the purchase price. The down payment may be forfeit by the Sellers if the Share Purchase Agreement is terminated in certain circumstances as described more fully below under “Termination.” The Sellers’ obligation to repay the down payment in those circumstances is secured by the Companies’ inventory until the closing.

K&E 13888002.2

value of the escrow shares, but the Buyer must deplete the escrow shares before seeking any amount in cash from the Sellers. The remaining 193,680 shares will be released from escrow and given to the Sellers immediately following the closing.

The balance of any amount owing after these payments have been made to the Sellers shall be determined and paid after the closing as described below.

     Following the closing, the Companies will each prepare certificates (the “Closing Certificates”) reflecting each Company’s cash and bank account balances and Financial Debt as of the closing. “Financial Debt” is calculated according to Argentine GAAP and includes all obligations of the Companies for borrowed money including, but not limited to, obligations for conditional sales of assets, deferred purchase price of assets, debt of third parties secured by the Companies’ assets or guaranteed by the Companies and rental or lease obligations for capital goods.

     Each of the Closing Certificates shall be audited by the Buenos Aires offices of Deloitte & Touche LLP. The Buyer will have an opportunity to review the work papers relating to the Closing Certificates. If the Buyer and the Sellers cannot agree on the amounts stated in the Closing Certificates, then they have agreed to submit the matter to binding arbitration. Once this process is completed, the amounts stated in the Closing Certificates will be final and shall be used to make any appropriate purchase price adjustments. Any purchase price adjustments must be paid either from the Buyer to the Sellers or from the Sellers to the Buyer within five business days after the Closing Certificates become final.

     Each party’s obligation to close the transactions contemplated by the Agreement is subject to the satisfaction or waiver by each of the parties, at or prior to the closing, of various conditions, which include the following, among others:

K&E 13888002.2

     The Agreement contains customary representations and warranties of the Buyer and the Sellers relating to, among other things:

     In addition, the agreement contains customary representations and warranties of the Sellers relating to, among other things:

     The representations and warranties are, in some respects, qualified by materiality and knowledge.

K&E 13888002.2

Conduct of Companies’ Business Pending the Merger

K&E 13888002.2

K&E 13888002.2

Non-Compete, Non-Solicitation and Confidential Information

The Agreement may be terminated in writing at any time prior to the closing as set forth

· by mutual consent of the Buyer and the Sellers;

K&E 13888002.2

     If this Agreement is terminated and the transactions contemplated by it are not consummated, the Agreement will be of no further force or effect except for Buyer’s obligation to keep confidential certain information and data obtained by it relating to the Companies and for the parties’ obligations to submit any claims that may arise in connection with the Agreement to arbitration.

     The Sellers jointly and severally agree to indemnify and hold the Buyer harmless for all losses resulting from (a) the breach of any representation or warranty made by either of the Sellers in the Agreement, (b) the failure of either Seller to perform of any of his or her covenants in the Agreement or (c) any and all taxes imposed on the Companies for any pre-closing periods that are the result of a violation of any representation or warranty made by the Sellers in the Agreement. The Sellers shall in no event be responsible to indemnify the Buyer for any losses the Buyer suffers that are the result of its own negligence or willful failure to act.

     The Sellers’ representations and warranties regarding their authority to enter into the Agreement; the execution and delivery of the Agreement not requiring the consent of any third party and not violating any law, permit or contract of the Companies; the subsidiaries of the Companies; the Sellers’ ownership of the Companies equity and the capitalization of the Companies shall survive indefinitely. Any claims for indemnification that the Sellers must pay as a result of a breach of any of these representations or warranties shall be limited to the aggregate purchase price (including cash and stock) received by the Sellers.

     The Sellers’ representations and warranties regarding tax matters shall survive for six years following the closing. All of the other representations and warranties made by the Sellers in the Agreement shall survive for three years following the closing. The Sellers’ liability for

K&E 13888002.2

breaches of representations and warranties that do not survive indefinitely is limited to an aggregate of U.S.$8.15 million, with separate, smaller limits for breaches of specific representations and warranties.

     The Buyer agrees to indemnify and hold the Sellers harmless for all losses resulting from the breach of any representation or warranty made by the Buyer in the Agreement or resulting from the failure of Buyer to perform any of its covenants in the Agreement. The Buyer shall in no event be responsible to indemnify the Buyer for any losses the Sellers suffer that are the result of their own negligence or willful failure to act.

     Each party seeking indemnification (the “Indemnitee”) shall notify the party responsible to provide the indemnification (the “Indemnifying Party”) within 30 days of becoming aware of facts that may support a claim for indemnification. If the claim for indemnification is prompted by the commencement of an action by a third party, then the Indemnifying Party may participate in the claim and assume the defense against the third party with counsel satisfactory to the Indemnitee. Each Indemnitee shall cooperate and provide such assistance as the Indemnifying Party may reasonably request in connection with the defense of a third party claim and in connection with recovering from any third parties any amounts that the Indemnifying Party may pay or be required to pay by way of indemnification under the Agreement.

     Each Indemnitee shall be responsible to take reasonable steps to mitigate its damages in the same manner as it would if no indemnification rights were available. An Indemnitee may collect damages from the Indemnifying Party by way of offset against any amounts Indemnitee owes to the Indemnifying Party, including amounts owning as a portion of the purchase price or in connection with the Lease Agreement, but only if the Indemnitee has obtained a judicial or arbitration ruling to that effect.

     The amount owed by the Indemnifying Party shall be reduced by any amounts collected by the Indemnitee from an insurance policy related to its losses or from any tax benefit resulting from its losses. No indemnification under the Agreement will be permitted if it results in unfair enrichment of a party.

     If the Buyer does not give the Sellers notice of a claim for indemnification prior to the dates set forth below, the Sellers’ shares of Fuel Systems common stock which will be deposited into an escrow account at the closing will be released as follows:

     In the event that the Buyer seeks indemnification from the Sellers on any matter during the term of the escrow, the escrow agent will only distribute to the Sellers on the dates set forth above the portion of the escrow shares that are not necessary to cover any pending or finalized indemnification claim of the Buyer. If, during the first three years following the closing, the

K&E 13888002.2

amount of Buyer’s losses exceeds the value of 50% of the escrow shares, no partial release will be made to the Sellers on the third anniversary of the closing. The escrow shares will be held in the escrow until the final resolution of any claims for indemnification, even if such date exceeds six years following the closing. The value of the escrow shares will be determined by the closing price on the Nasdaq Stock Market of Fuel Systems’ common stock on the day prior to the release of the shares to either the Buyer or the Sellers. The Buyer’s losses will not be limited to the value of the escrow shares, but the Buyer must deplete the escrow shares before claiming any amount in cash from the Sellers.

     During the first three years following the closing, the Sellers may deposit $4.0 million into the escrow account in exchange for all of the escrow shares, and during the second three years following the closing, the Sellers may deposit $2.0 million plus an amount adequate to cover the Buyer’s losses for any unresolved claims into the escrow account in exchange for all of the escrow shares then in the account.

     If any dispute arises out of or is connected with the Agreement, the parties shall resolve it by mutual agreement between the Buyer and the Seller(s) involved in the dispute after negotiations. If the parties fail to reach an agreement within 21 days after their first discussions, they shall submit the dispute to mediation before the Centro Empresarial de Mediación y Arbitraje (CEMA) in accordance with its mediation rules.

     If the parties fail to resolve the controversy in mediation, then they must submit to arbitration under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators. The arbitration shall be held in Miami, Florida and will be conducted in Spanish. The arbitrators shall be empowered to rule upon their own jurisdiction and the existence or validity of the Agreement’s arbitration clause. The arbitrators will be empowered to grant such remedies as they deem necessary upon the request of the parties, including injunctive relief. A request for injunctive relief filed by one of the parties before a judicial court shall not be deemed to be inconsistent with the arbitration agreement or a waiver of the right to submit the dispute to arbitration. The decision of the arbitrators shall be final and binding on the parties.

     The Agreement is governed by Argentine law. The Spanish language original version of the Agreement shall prevail over any English translation. The Agreement may be amended only with the written consent of each of the parties.

K&E 13888002.2