ASSET PURCHASE AGREEMENT MADE AS OF March 20, 2013 BETWEEN SCHNEIDER POWER PROVIDENCE BAY INC. - and - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. - and - LEADER RESOURCES SERVICES CORP.

WHEREAS the Vendor is a direct wholly-owned subsidiary of the Project Real Property Vendor, and an indirect wholly-owned subsidiary of Quantum;

AND WHEREAS 1604718 Ontario Inc., a corporation governed by the laws of the Province of Ontario (the “Project Real Property Purchaser”) and the Purchaser have entered into an agreement of purchase and sale dated as of March 20, 2013 (the “Project Real Property Purchase Agreement”) with Schneider Power Inc., a corporation governed by the laws of the Province of Ontario (the “Project Real Property Vendor”) whereby the Project Real Property Purchaser and the Purchaser have agreed to purchase the Project Real Property from the Project Real Property Vendor upon the terms and conditions set out therein;

AND WHEREAS the Vendor wishes to sell, and the Purchaser wishes to purchase, all of the Purchased Assets, as that term is hereinafter defined, on and subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Terms that are defined in this Agreement have the same meaning throughout this Agreement. For the purposes of this Agreement:

“Aboriginal Group” includes any Indian or Indian Band (as those terms are defined in the Indian Act (Canada)), First Nation, Aboriginal person or people, native person or people, indigenous person or people, Métis person or people and any Person representing, or purporting to represent, any of the foregoing.

“Affiliate” of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, in each case, whether directly or indirectly, and “control” and any derivation thereof means the possession, directly or indirectly, of the power to direct the management and policies/business or affairs of a Person whether through the ownership of voting securities or otherwise provided that if two or more Persons possess equal power to direct the management and policies/business or affairs of a Person, each of such Persons shall be deemed to control such Person;

“Agreement” means this agreement, including all schedules, and all amendments or restatements as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Agreement;

“Applicable Laws” means with respect to any Person, Purchased Asset, transaction or event, all laws, by-laws, rules, regulations, orders, judgments, decrees, decisions or other requirements having the force of law in existence as at the Closing Date, in each case of any Governmental Authority, relating to or applicable to such Person, Purchased Asset, transaction or event;

“Arbitration Act” has the meaning given in Section 8.1;

“Assumed Liabilities” has the meaning given in Section 2.6;

“Bullfrog” means Bullfrog Power Inc., a corporation governed by the laws of the Province of Ontario;

“Business Day” means any day, other than a Saturday or Sunday, on which the principal banks in Toronto, Ontario are open for commercial banking business during normal banking hours;

“Canada” means Her Majesty the Queen in Right of Canada;

“Claims” includes claims, demands, complaints, actions, suits, causes of action, assessments or reassessments, charges, judgments, debts, liabilities, expenses, costs,

damages or losses, contingent or otherwise, including incidental and consequential damages, loss of value, professional fees, including fees of legal counsel on a full indemnity basis, and all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing;

“Closing” means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement;

“Closing Date” means the date that is five Business Days following the date the last of the conditions precedent in favour of the Purchaser set forth in Sections 4.4(a) through to (e) and Section 4.9 have been satisfied or waived by the Purchaser, or such other date as may be agreed in writing by the Vendor and Purchaser;

“Closing Time” means 10 a.m. EST on the Closing Date;

“Contracts” means contracts, licences, leases, agreements, commitments, entitlements or engagements and includes applications, quotations, orders or tenders for any contract, licence, lease, agreement or right which remain open for acceptance and all warranties, guarantees, undertakings, assurances, indemnities and similar rights (express or implied), but expressly excludes the Real Property Agreements;

“Deposit” has the meaning given in Section 2.5(a);

“Default” means in respect of a Contract, Real Property Agreement, Governmental Authorization or instrument, a breach or default under the Contract, Real Property Agreement, Governmental Authorization or instrument or the existence of a condition, event or act which, with the giving of notice or the lapse of time or both, would constitute a breach or default under the Contract, Real Property Agreement, Governmental Authorization or instrument;

“Direct Claim” has the meaning given in Section 7.2;

“Dispute” has the meaning given in Section 8.1;

“Distribution Connection Agreement” means the Distribution Connection Agreement #542689 (last revision dated June 17, 2010) between the Vendor and HONI with respect to the Project, as amended, superseded or replaced;

“EcoLogo Licence Agreement” means the Electricity – Renewable Low-Impact Licence Agreement no. CCD-003 dated April 19, 2007 issued by Environment Canada to the Vendor in respect of the Project, and whereby the Project has been certified by the Environmental Choice Program administered by Environment Canada, as amended, superseded or replaced;

“Electricity Generation Licence” means the Electricity Generation Licence issued on July 23, 2008 by the OEB to the Vendor, and valid until July 22, 2028, as amended, superseded or replaced;

“Encumbrance” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), title retention agreement or arrangement, restrictive covenant, restriction, development or similar agreement, easement, right-of-way, title defect, option or adverse claim or other encumbrance of any kind or character whatsoever;

“Enercon GmbH” means Enercon GmbH, a company incorporated under the laws of the Federal Republic of Germany;

“Enercon Partner Konzept Agreement” means the Enercon Partner Konzept Agreement contract number S-02611-V01 dated as of May 3, 2007, between Enercon GbmH and the Vendor whereby Enercon GmbH has agreed to provide certain service and maintenance activities on each of the WECs, as amended, superseded or replaced;

“Environmental Law” means any federal, provincial, municipal or local statute, law (including common and civil law), regulation or other requirement, or any judgment, order, injunction, decision, direction, determination, award, regulatory policy, practice, ruling, interpretation, guideline or directive issued by any Canadian Governmental Authority or any permit (in each case whether or not having the force of law) relating to the protection of the environment or natural resources, the handling, transportation, Release of, or exposure to, Hazardous Substances and health and safety matters;

“Equipment” means WEC (Veronika), WEC (Victoria), and the equipment listed in Schedule 3.1(q);

“ETA” means the Excise Tax Act (Canada);

“Excluded Assets” has the meaning given in Section 2.2;

“Excluded Liabilities” has the meaning given in Section 2.6;

“Financial Statements” has the meaning given in Section 3.1(h);

“Governmental Authority” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal, dispute settlement panel or body or other law, rule or regulation-making entity:

“Governmental Authorizations” means authorizations, approvals (including any environmental approvals), orders, certificates, consents, directives, notices, licences, permits, variances, registrations or similar rights issued to, or applied for by or from any Governmental Authority including all interconnection applications and queue positions,

rights and entitlements acquired from any Governmental Authority, and all applications, requests and agreements relating to any of the foregoing;

“GST/HST” means goods and services tax or harmonized sales tax payable pursuant to Part IX of the ETA, or any other statute in any other jurisdiction of Canada, as such statutes may be amended, modified or replaced from time to time, including any successor statute;

“Hazardous Substances” means any contaminants, pollutants, substances or materials that, when released into the natural environment, could cause, at some immediate or future time, harm or degradation to the natural environment or risk to human health, provided such contaminants, pollutants, substances or materials are prohibited, controlled or regulated by any Governmental Authority, and includes any “contaminants”, “dangerous substances”, “hazardous materials”, “hazardous substances”, “hazardous wastes”, “industrial wastes”, “liquid wastes”, “pollutants” and “toxic substances” as defined in, referred to or contemplated in any Environmental Laws;

“HONI” means Hydro One Networks Inc., and its successors;

“Indemnified Party” means the Purchaser Indemnified Persons or the Vendor Indemnified Persons, as applicable, having a right to be indemnified under Article 7;

“Indemnitor” means the Vendor and Quantum, jointly and severally, on the one hand, or the Purchaser, on the other, as applicable, having an obligation to indemnify any Indemnified Party under Article 7;

“Intellectual Property” means intellectual property of any nature and kind including all domestic and foreign trade-marks, business names, trade names, domain names, trading styles, patents, trade secrets, software, industrial designs and copyrights, whether registered or unregistered, and all applications for registration thereof, and inventions, formulae, recipes, product formulations, processes and processing methods, technology and techniques, and know-how;

“ITA” means the Income Tax Act (Canada);

“Liability” means any damages, fines, penalties, deficiencies, losses or other liabilities of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due);

“Lien” means any mortgage, lien, claim, pledge, option, charge, easement, security interest, community property interest, condition, equitable interest, right of first refusal, right-of-way, encroachment, building or use restriction, conditional sales agreement, encumbrance or other right of third parties or restriction of any kind, including any restriction on voting, transfer, receipt of income, or exercise of any other attribute of ownership, whether voluntarily incurred or arising by operation of law, and includes any agreement to give any of the foregoing in the future, and any subsequent sale or other title retention agreement or lease in the nature thereof;

“Loss” means, in respect of an Indemnified Party, the amount of (a) any out-of-pocket loss, cost, expense, damage or Liability, including interest, fines, reasonable legal and accounting fees and expenses, reduced by (b) any amounts received by the Indemnified Party as a result of any recovery, settlement, or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person in connection with the circumstances giving rise to such out-of-pocket loss, cost, expense, damage or Liability, including interest, fines, reasonable legal and accounting fees and expenses;

“Material Adverse Change” means, with respect to the Project, any fact, event, change, development, claim, omission or occurrence that, individually or together with any other fact, event, change, development, claim, omission or occurrence, affects the Project or the business, affairs or operations thereof, or any aspect of same, including its condition (financial or otherwise), results of operations, assets, obligations, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), in a manner that is materially adverse thereto, or that could be reasonably expected to do so, except to the extent resulting from (i) changes in general local, domestic, foreign, or international economic conditions, (ii) changes in business or economic conditions affecting the power industry generally; or (iii) any changes in Applicable Laws or accounting rules or principles.

“Notice” has the meaning given in Section 9.2.

“OEB” means the Ontario Energy Board, and its successors;

“Parties” means, collectively, the Vendor, Quantum, and the Purchaser; and “Party” means any one of them;

“Permitted Encumbrances” means the Encumbrances listed in Schedule 1.1A;

“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate or Governmental Authority and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

“Power Purchase Agreement (Veronika)” means the Power Purchase Agreement – Renewable Energy Supply From Wind dated as of May 29, 2006, between the Vendor and Bullfrog whereby the Vendor has agreed to sell, and Bullfrog has agreed to purchase, Contract Energy and Excess Energy, as those terms are defined in the said agreement, upon the terms and conditions set out in the said agreement, and generated by WEC Veronika, as amended by a Power Purchase Agreement Rider dated as of October 30, 2006 between the Vendor and Bullfrog, as amended, superseded or replaced;

“Power Purchase Agreement (Victoria)” means the Power Purchase Agreement – Renewable Energy Supply From Wind dated as of October 30, 2006, between the Vendor

and Bullfrog whereby the Vendor has agreed to sell, and Bullfrog has agreed to purchase, Contract Energy and Excess Energy, as those terms are defined in the said agreement, upon the terms and conditions set out in the said agreement, and generated by WEC Victoria, as amended by a Power Purchase Agreement Rider dated as of October 30, 2006 between the Vendor and Bullfrog, as amended, superseded or replaced;

“Project” means the 1.6 megawatt wind powered electricity generation project known as the Providence Bay Wind Farm owned and operated by the Vendor in and on the Project Real Property;

“Project Information” means all wind data, wind data assessments, wind models, reports and other work product with respect to the Project or the Purchased Assets, including all feasibility studies, First Nation consultation results, system impact studies, facility studies, environmental, archaeological, and endangered species studies and works in progress, wind modeling, environmental data and studies, surveys, soil reports, subsurface investigations, records, legal descriptions and information and other work product which respect to the Project or the Purchased Assets, whether in hard copy or stored on computer related or other electronic media and all intellectual property rights which the Vendor or any of its Affiliates may have therein;

“Project Lender” means collectively, Credit Union Central of Ontario Limited, Community First Credit Union Limited, and Espanola & District Credit Union Limited, and their successors.

“Project Loan” means the term loan by the Project Lender to the Vendor in the original principal amount of $2,700,000 pursuant to the Project Loan Agreement, and to finance the design, construction and commissioning of the Project on the Project Real Property;

“Project Loan Agreement” means the commitment letter dated March 5, 2007 between the Project Lender, as lender, the Vendor, as borrower, and the Project Real Property Vendor, as guarantor, as amended by two Commitment Letter Amending Agreements dated November 20, 2008 and June 24, 2011, respectively, and as renewed by a letter dated March 21, 2012 issued by Central 1 Credit Union and acknowledged and accepted by each of the Vendor and the project real property owner, as amended, superseded or replaced;

“Project Loan Security” means the security, including the Real Property Easement Mortgage, provided or required to be provided by the Vendor and any other Person to the Project Lender and to secure all or any part of the present and future indebtedness and liability of the Vendor under the Project Loan Agreement, as amended, superseded or replaced;

“Project Real Property” means the real property described in Schedule 1.1B;

“Project Real Property Easement Acknowledgement Agreement” means the Easement Acknowledgement Agreement dated as of April 3, 2007 between the Project Real Property Vendor, the Project Lender, and the Vendor whereby, among other things, the Project Real Property Vendor consented to the mortgage and charge of the Project Real Property Easement Agreement by the Vendor to the Project Lender, as amended, superseded or replaced;

“Project Real Property Easement Agreement” means the Restated and Amended Wind Farm Easement Agreement dated as of March 15, 2007 between the Project Real Property Vendor and the Vendor, as attached to a transfer of easements registered against title to the Project Real Property in the Land Registry Office for the Land Registry Division of Manitoulin (No. 31) on March 30, 2007 as Instrument No. 77865, as amended, superseded or replaced;

“Project Real Property Easement Mortgage” means the mortgage and charge of the Project Real Property Easement Agreement by the Vendor to the Project Lender as part security for the performance by the Vendor of its obligations under the Project Loan Agreement, as attached to a charge/mortgage of land registered against the Project Real Property Easement Agreement in the Land Registry Office for the Land Registry Division of Manitoulin (No. 31) on April 10, 2007 as Instrument No. 77906, as amended, superseded or replaced;

“Project Real Property Purchaser” has the meaning given in the recitals hereto;

“Project Real Property Vendor” has the meaning given in the recitals hereto;

“Purchase Price” has the meaning given in Section 2.3;

“Purchased Assets” has the meaning given in Section 2.1;

“Purchaser” means Leader Resources Services Corp., a corporation governed by the laws of the Province of Ontario, and its successors and permitted assigns;

“Purchaser Indemnified Persons” has the meaning given in Section 7.1(a);

“Purchaser's Knowledge” means the actual knowledge of the Purchaser after making such inquiries as reasonable in the circumstances;

“Quantum” means Quantum Fuel Systems Technologies Worldwide, Inc., a corporation governed by the laws of the State of Delaware, and its successors and permitted assigns;

“Real Property Agreements” means, collectively, (i) the Project Real Property Easement Agreement, (ii) the Project Real Property Easement Acknowledgment Agreement, and (iii) any other licences, permits, occupancy agreements, encroachment agreements, easements and declarations entered into by the Vendor, pursuant to which the Vendor has a right to access, develop, use or occupy all or any portion of the Project Real Property and restrictive covenants whereby the Vendor may prevent others from developing or constructing improvements which may adversely affect the Project;

“Release” means any release, spill, pouring, emitting, emptying, discharging, depositing, disposing, dumping, migrating, seeping, traveling or permitting to escape into any part of the environment (including any land (whether improved or not), surface or ground water or air) and “Release”, when used as a verb, means to release, spill, pour, emit, empty, discharge,

deposit, dispose, dump, migrate, seep, travel or permit to escape into any part of the environment;

“Renewable Contribution Agreement” means the Renewable Contribution Agreement dated March 30, 2009/March 31, 2009 between the Vendor and Canada whereby Canada agreed to provide financial assistance to the Vendor and in respect of a 0.8 megawatt portion of the Project, as amended, superseded or replaced;

“Tax” or “Taxes” means all federal, state, local or foreign and other income, profits, capital, gross receipts, windfall profits, occupational, severance, property, production, sales, use, license, excise, franchise, employment, unemployment insurance, social security, disability, workers’ compensation, withholding, transfer, payroll, goods and services, real and personal property ad valorem, occupancy, stamp, transfer, value-added or minimum tax, or any other tax, custom, duty, governmental fee, or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority; and any liability for the payment of amounts with respect to payment of a type described in the preceding clause, including as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement;

“Third Party Claim” has the meaning given in Section 7.2;

“Vendor” means Schneider Power Providence Bay Inc., a corporation governed by the laws of the Province of Ontario;

“Vendor Indemnified Persons” has the meaning given in Section 7.1(b);

“Vendor’s Knowledge” means the actual knowledge of Thomas Schneider and Wayne Curtis after making such inquiries as reasonable in the circumstances, and the actual knowledge of Chandru Sharoff (Director of Finance of Quantum) without having made any inquiries;

“Vendor’s Qualified Knowledge” means the actual knowledge of Thomas Schneider, Wayne Curtis, and Chandru Sharoff (Director of Finance of Quantum) without having made any inquiries;

“WEC Veronika” means wind energy converter model E48-8, serial number 48758, manufactured by Enercon GmbH and having a name plate capacity of 0.8 megawatts;

“WEC Victoria” means wind energy converter model E48-8, serial number 48759, manufactured by Enercon GmbH and having a name plate capacity of 0.8 megawatts;

“WECs” means, collectively, WEC Veronika and WEC Victoria, and “WEC” means either WEC Veronika or WEC Victoria.

In this Agreement:

This Agreement and the agreements and other documents required to be delivered pursuant to this Agreement, constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.

The schedules and exhibits to this Agreement, as listed below, are an integral part of this Agreement. Any information disclosed on the schedules below in respect of any section or subsection of this Agreement will be deemed disclosed with respect to such other sections or subsections of this Agreement to which such information, on its face, would pertain in light of the form and substance of the disclosure made.

Subject to the terms and conditions hereof, the Vendor hereby agrees to sell, assign and transfer to the Purchaser and the Purchaser hereby agrees to purchase from the Vendor, effective at the Closing Time, all right, title and interest of the Vendor in and to all the property and assets (other than the Excluded Assets), whether real or personal, tangible or intangible, of every kind and description and wheresoever situate, for or related to the ownership, design, development, engineering, procurement (including concerning the supply of goods or services), construction, interconnection commissioning, operation, servicing, support and maintenance of the Project, or the sale or transmission of any of the electricity, capacity or other products and services generated and to be generated therefrom (collectively, the "Purchased Assets"), including:

The Purchased Assets shall not include any of the following property and assets (collectively, the “Excluded Assets”):

The Parties agree that the consideration (the “Purchase Price”) payable by the Purchaser to the Vendor for the Purchased Assets is the sum of $66,000 plus the principal amounts of each of the Vendor’s liabilities existing at the Closing Time under each of, (i) the Project Loan Agreement, and (ii) the obligations of the Vendor described in Sections 2.6(a) and (b).

The Purchase Price shall be allocated among the Purchased Assets as set out in Schedule 2.4. The Parties hereby agree to report the purchase and sale of the Purchased Assets for all federal, provincial and local tax purposes in a manner consistent with the foregoing allocation.

The Purchase Price shall be paid and satisfied as follows as follows:

Subject to the provisions of this Agreement, the Purchaser agrees to assume, pay, satisfy, discharge, perform and fulfil, from and after the Closing Time:

(collectively, the “Assumed Liabilities”).

The Purchaser shall not pay, satisfy, discharge, perform or fulfil, any of the following liabilities or obligations (collectively, the “Excluded Liabilities”):

Purchaser and Vendor acknowledge and agree that the Purchase Price herein is exclusive of GST/HST. The Purchaser shall be responsible for the land transfer tax exigible on the transfer of the Real Property Agreements, if applicable. The Parties hereby agree to elect jointly under subsection 167(1) of the ETA, in the prescribed form and within the prescribed time for purposes of the ETA,

in connection with the sale of the Purchased Assets hereunder. The Purchaser and the Vendor agree to elect jointly in the prescribed form under section 22 of the ITA as to the sale of the accounts receivable and other assets that are referred to in subsection 2.1(c) and described in section 22 of the ITA and to designate in such election an amount equal to the portion of the Purchase Price allocated to such assets pursuant to Section 2.4 as the consideration paid by the Purchaser therefor.

The Project and the Purchased Assets shall be and remain at the risk of the Vendor until Closing. Pending Closing, the Vendor shall maintain all insurance policies in place prior to the Closing. If, prior to the Closing Time, all or any part of the Purchased Assets are destroyed or damaged by fire or any other casualty or shall be appropriated, expropriated or seized by any Governmental Authority, unless the Purchaser terminates its obligations under this Agreement as contemplated by Article 4, the Purchaser shall complete the purchase without reduction of the Purchase Price, in which event all proceeds of insurance or compensation for expropriation or seizure shall be paid to the Purchaser at the Closing Time and all right and claim of the Vendor to any such amounts not paid by the Closing Date shall be assigned at the Closing Time to the Purchaser.

The Vendor and Quantum jointly and severally represent and warrant to the Purchaser the matters set out below:

any of the Vendor’s properties or assets are or may be bound and which in any case, would materially and adversely affect the ability of the Vendor to perform its obligations under this Agreement, (iii) violate or be in conflict with, or constitute a Default under any judgement, decree, order or award of any Governmental Authority having jurisdiction over the Vendor and which in any case, would materially and adversely affect the ability of the Vendor to perform its obligations under this Agreement, (iv) violate or be in conflict with, or constitute a Default under any Governmental Authorization issued to the Vendor or relating to the Project or the Purchased Assets and which in any case, would materially and adversely affect the ability of the Vendor to perform its obligations under this Agreement, (v) violate any Applicable Law except to the extent that such violation could not reasonably be expected to limit in any material manner the ability of the Vendor to perform its obligations under this Agreement or the ability of the Purchaser to own and operate the Project, or (vi) result in the creation or imposition of any Encumbrance on any of the Purchased Assets;

Assets before any Governmental Authority, which, if determined adversely to the Vendor, would,

and to the Vendor’s Knowledge there is no existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success;

of any of the Purchased Assets. All the tangible Purchased Assets are situate at the location set out in Schedule 3.1(q). The Equipment is all of the equipment used or acquired for use by the Vendor or any of its Affiliates solely with respect to the Project, including communications devices and power supply equipment. The Vendor has provided to the Purchaser copies of the maintenance records relating to the Equipment in its possession;

negotiations with respect to the renewal, repudiation or amendment of any of the Real Property Agreements;

the Real Property Agreement and the rights of the Vendor thereunder, and all applicable land transfer taxes payable by the Vendor, if any, have been paid; and

(z)    Environmental Liability and Hazardous Substances –

date hereof between the Vendor and any Governmental Authority under or relating to any Environmental Laws and pertaining to the Project Real Property or the Purchased Assets, if any, and will deliver or make available to the Purchaser forthwith any such written communications received by the Vendor after the date hereof and prior to the Closing Time;

the Vendor, and the Purchaser, in purchasing the Purchased Assets pursuant to this Agreement, is acquiring ownership, possession or use of all or substantially all of the property what can reasonably be regarded as being necessary for the Purchaser to carry on the said business or part thereof, all as contemplated in Subsection 167(1) of the ETA; and

The Purchaser represents and warrants to the Vendor the matters set out below:

assets are or may be bound and which in any case, would materially and adversely affect the ability of the Purchaser to perform its obligations under this Agreement, (iii) violate or be in conflict with, or constitute a Default under any judgement, decree, order or award of any Governmental Authority having jurisdiction over the Purchaser and which in any case, would materially and adversely affect the ability of the Purchaser to perform its obligations under this Agreement, (iv) violate or be in conflict with, or constitute a Default under any Governmental Authorization issued to the Purchaser and which would materially and adversely affect the ability of the Purchaser to perform its obligations under this Agreement, or (v) violate any Applicable Law except to the extent that such violation could not reasonably be expected to limit in any material manner the ability of the Purchaser to perform its obligations under this Agreement;

and the Purchaser has no knowledge of any existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success;

No investigations made by or on behalf of any Party at any time shall have the effect of waiving, diminishing the scope or otherwise affecting any representation or warranty made by the other Parties in or pursuant to this Agreement. No waiver of any condition or other provisions of this Agreement, in whole or in part, shall constitute a waiver of any other condition or provision of this Agreement (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Each of the representations, warranties and covenants contained in this Agreement on the part of each of the Parties shall survive:

in each case, for the same period of time during which an obligation to indemnify exists in respect of the representation, warranty or covenant pursuant to Article 7.

The obligation of the Purchaser to complete the purchase of the Purchased Assets under this Agreement is subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by it in whole or in part):

All of the representations and warranties of the Vendor made in or pursuant to this Agreement shall be true and correct at the Closing Time and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement) and the Purchaser shall have received a certificate from a senior officer of the Vendor confirming the truth and correctness of such representations and warranties.

The Vendor shall have performed or complied with, in all material respects, all its obligations, covenants and agreements under this Agreement and the Purchaser shall have received a certificate

from a senior officer of the Vendor confirming such performance or compliance, as the case may be.

The Vendor shall have delivered to the Purchaser originally executed copies of the Contracts listed in Schedule 2.1(d), the Governmental Authorizations listed in Schedule 2.1(e) and the Real Property Agreements.

All instruments of conveyance and assignment and other documentation relating to the sale and purchase of the Purchased Assets, including assignments of each of the Contracts listed in Schedule 2.1(d), each of the Governmental Authorization listed in Schedule 2.1(e) and each of the Real Property Agreements (and consents to such assignments executed and delivered by the agreement counterparty(ies) in each case, or assignment and assumption agreements executed and delivered by the agreement counterparty(ies) in each case and in respect thereof, where required), notices of assignment, bills of sale and documentation relating to the due authorization and completion of such sale and purchase shall be satisfactory to the Purchaser, acting reasonably, and the Purchaser shall have received copies of all such documentation or other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the taking of all proceedings in connection with such transactions in compliance with these conditions, in form (as to certification and otherwise) and substance satisfactory to the Purchaser, acting reasonably. Without limiting the foregoing:

assignment agreement in respect of the EcoLogo Licence Agreement, in a form acceptable to Environment Canada.

All consents, approvals, orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority) required in connection with the completion of the transactions contemplated by this Agreement, the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably.

The Purchaser hereby waives compliance with the Bulk Sales Act (Ontario). The Vendor shall, and Quantum shall cause the Vendor to, on or prior to the day which is 30 days after the Closing Date pay, satisfy and discharge in full all liabilities of the Vendor which are due on the day immediately prior to the Closing Date and which are not Assumed Liabilities, and the Vendor shall deliver a written confirmation of same to the Purchaser.

There shall be no order issued delaying, restricting or preventing, and no pending or threatened Claim or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the transactions contemplated in this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws.

No material damage by fire or other hazard to the whole or any material part of the Purchased Assets shall have occurred from the date hereof to the Closing Time.

There shall have been no Material Adverse Change in respect of the Project or the Purchased Assets since the date of the Financial Statements.

The OEB shall have issued to the Purchaser an interim electricity generation licence to generate electricity for sale and to provide ancillary services for sale in respect of the Project.

The Purchased Assets shall be free and clear of all Encumbrances (other than, in respect of the Project Real Property only, any Permitted Encumbrances).

The purchase by the Project Real Property Purchaser from the Project Real Property Vendor of the Project Real Property pursuant to the Project Real Property Purchase Agreement shall have been completed.

If any of the foregoing conditions in this Article 4 have not been fulfilled within 30 days from the date hereof, the Purchaser may terminate this Agreement by notice to the Vendor, in which event the Purchaser shall thereupon be released from all obligations under this Agreement (other than its rights and obligations under Section 6.4), and unless the Purchaser can show that the condition relied on could reasonably have been performed by the Vendor, the Vendor shall thereupon also be released from all obligations under this Agreement (other than its rights and obligations under Section 6.4). However, the Purchaser may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfilment of any other condition, in whole or in part, or to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.

The obligations of the Vendor to complete the sale of the Purchased Assets under this Agreement shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Vendor and may be waived by it in whole or in part):

All of the representations and warranties of the Purchaser made in or pursuant to this Agreement shall be true and correct at the Closing Time and with the same effect as if made at and as of the Closing Time and the Vendor shall have received a certificate from a senior officer or director of the general partner of the Purchaser confirming the truth and correctness of such representations and warranties.

There shall be no order issued delaying, restricting or preventing, and no pending or threatened Claim or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the transactions contemplated in this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws.

The Purchaser shall have performed or complied with, in all respects, all its obligations, covenants and agreements under this Agreement and the Vendor shall have received a certificate from a senior officer or director of the general partner of the Purchaser confirming such performance or compliance, as the case may be.

If any of the foregoing conditions in this Article has not been fulfilled within 30 days from the date hereof, the Vendor may terminate this Agreement by notice in writing to the Purchaser, in which event the Vendor shall thereupon be released from all obligations under this Agreement (other than its rights and obligations under Section 6.4), and unless the Vendor can show that the condition relied upon could reasonably have been performed by the Purchaser, the Purchaser shall thereupon also be released from all obligations under this Agreement (other than its rights and obligations under Section and 6.4). However, the Vendor may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfilment of any other condition in whole or in part or to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.

Each of the Vendor and the Purchaser shall at or prior to the Closing Time enter into an assumption and acknowledgement agreement with, in each case in form acceptable to each of the Purchaser and Vendor, acting reasonably, (i) Bullfrog and with respect to the assignment by the Vendor to the Purchaser of each of the Power Purchase Agreement (Veronika) and the Power Purchase Agreement (Victoria) pursuant to this Agreement, and in a form acceptable to Bullfrog, (ii) HONI and with respect to the assignment by the Vendor to the Purchaser of each of the Distribution Connection Agreement pursuant to this Agreement, and in a form acceptable to HONI, (iii) Enercon GmbH and with respect to the assignment by the Vendor to the Purchaser of the Enercon Partner Konzept Agreement, and in a form acceptable to Enercon GmbH, (iv) Canada and with respect to the assignment by the Vendor to the Purchaser of the Renewable Contribution Agreement, in a form acceptable to Canada, and (v) Environment Canada and with respect to the assignment by the Vendor to the Purchaser of the EcoLogo Licence Agreement, in a form acceptable to Environment Canada.

Without limiting the foregoing, the Vendor shall do all such things and provide all such reasonable assurances as may be required to notify Bullfrog, HONI, Enercon GmbH, Canada and Environment Canada of the transactions contemplated herein and as required under the Contracts listed in Schedule 2.1(d) and Governmental Authorizations listed in Schedule 2.1(e), respectively, or under any Applicable Laws.

During the period from the date of this Agreement to the Closing Time, the Vendor shall:

The Vendor shall permit the Purchaser and its representatives, between the date of this Agreement and the Closing Time, to have: (i) free and unrestricted access during normal business hours (upon reasonable advance notice to the Vendor) to the Purchased Assets. The Vendor shall furnish to the Purchaser copies of books and records in respect of the Project and the Purchased Assets as the Purchaser shall from time to time reasonably request to enable confirmation of the matters warranted in Article 3 or to conduct due diligence with respect to the Project. The Vendor shall cooperate and assist, to the extent reasonably requested by the Purchaser, with the Purchaser’s investigation and evaluation of the Project, and the Purchased Assets.

As soon as reasonably possible following the Closing Date, and in any event, within three (3) Business Days of the Closing Date, the Purchaser shall notify the township of Campbell in respect of the change in ownership of the Project.

An Indemnified Party shall promptly give notice to the Indemnitor of any Claim for indemnification pursuant to Section 7.1. Such notice shall specify whether the Claim arises as a result of a claim by a third party against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

The failure to promptly provide such notice will not relieve the Indemnitor of any obligation to indemnify the Indemnified Party, except to the extent that such failure prejudices the Indemnitor.

With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnitor shall have thirty (30) days to make such investigation of the Claim as the Indemnitor considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnitor and its authorized representatives the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnitor agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnitor shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim. If the Indemnified Party and the Indemnitor do not agree within such period (or any mutually agreed upon extension thereof), the Indemnified Party and the Indemnitor agree that the dispute shall be submitted to the dispute resolution procedure under Article 8.

The obligation of an Indemnitor to indemnify the Indemnified Party in respect of Claims shall also be subject to the following:

An Indemnified Party shall only be entitled to make any claim for indemnification under Section 7.1 to the extent that the aggregate amount of all such claims made in good faith for indemnification exceeds $25,000, but thereafter such Indemnified Party shall be entitled to claim indemnification for any Loss in excess of $5,000. Notwithstanding anything else in this Article 7, the maximum aggregate amount of liability of an Indemnitor under this Agreement shall be limited to the amount of $400,000, except, (i) in the case of Claims based on the absence of, or deficiency in, the title of the Vendor to the Purchased Assets, the maximum aggregate amount of liability of the Vendor and Quantum as an Indemnitor under this Agreement shall be limited to the amount of the Purchase Price, (ii) in the case of Claims based on Purchaser’s failure to satisfy the Assumed Liabilities, the maximum aggregate amount of liability of the Purchaser as an Indemnitor under this Agreement shall be limited to the amount of the Purchase Price, and (iii) in the case of Claims based on fraud, wilful misconduct or gross negligence, the maximum amount of liability of an Indemnitor under this Agreement shall not be limited.

Any payment made by or on behalf of the Vendor pursuant to this Article 7 shall constitute a reduction of the Purchase Price and any payment made by or on behalf of the Purchaser pursuant to this Article 7 shall constitute an increase in the Purchase Price. If any payment made by the Vendor or the Purchaser pursuant to this Article 7 is deemed by the ETA to include GST/HST, or is deemed by any applicable provincial or territorial legislation to include a similar value added or multi-staged tax, the amount of such payment shall be increased accordingly.

The rights of indemnity of the Vendor and the Purchaser set forth in this Article 7 are the sole and exclusive remedies of each such Party for monetary compensation in respect of any misrepresentation, incorrectness in or breach of any representation or warranty, or breach of covenant, by the other of them under this Agreement but are not, for clarity, the sole and exclusive remedy for equitable relief or under any instruments or documents delivered pursuant to this Agreement. Accordingly, each of the Vendor and the Purchaser waives, from and after the Closing, any and all rights, remedies and claims that one such Party may have against the other for monetary compensation, whether at law, under any statute or in equity (including but not limited to claims for contribution or other rights of recovery arising under any Environmental Laws, claims for breach of contract, breach of representation and warranty, negligent misrepresentation and all claims for breach of duty), or otherwise, directly or indirectly, relating to the provisions of this Agreement or the transactions contemplated by this Agreement other than as expressly provided for in this Article 7, other than those arising with respect to any fraud, willful misconduct or gross negligence, and other than those provided for in other documents or instruments delivered pursuant to this Agreement. The Parties agree that if a Claim for indemnification is made by one Party in accordance with Section 7.1(a) or 7.1(b) as the case may be and there has been a refusal by the other Party to make payment or otherwise provide satisfaction in respect of such Claim, then a legal proceeding is the appropriate means to seek a remedy for such refusal. This Article 7 shall remain in full force and effect in all circumstances and shall not be terminated by any breach (fundamental, negligent

or otherwise) by any Party of its representations, warranties or covenants under this Agreement or under any closing document or by any termination or rescission of this Agreement by any Party.

The obligations of the Parties under Section 7.1 shall terminate on the date which is 15 months after the Closing Date, except with respect to bona fide Claims for indemnification set forth in written notices given prior to such date; provided that Claims based on the absence of, or deficiency in, the title of the Vendor to the Purchased Assets and Claims based on intentional misrepresentation or fraud shall terminate on the date which is the last day of the 15 year ultimate limitation period pursuant to the Limitations Act, 2002.

Each of the Purchaser and the Vendor acknowledges that the other of the Purchaser and the Vendor is acting as trustee and agent for the remaining Purchaser Indemnified Persons or Vendor Indemnified Persons, as the case may be, on whose behalf and for whose benefit the indemnity in Sections 7.1(a) and 7.1(b), as the case may be, is provided and that such remaining indemnified Persons shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each of the Purchaser and the Vendor agrees that the other of the Purchaser and the Vendor may enforce the indemnity for and on behalf of such remaining indemnified Persons and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such remaining indemnified Persons assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

All disputes, disagreements, controversies, questions or claims arising out of or relating to this Agreement, including with respect to its formation, execution, validity, application, interpretation, performance, breach, termination or enforcement (“Disputes”) shall be determined by arbitration under the Arbitration Act, 1991 (Ontario) (the “Arbitration Act”), provided that:

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a “Notice”) shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile:

Any Notice given, delivered or transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is given, delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is given, delivered or transmitted after 5:00 p.m. local time, or if such day is not a Business Day, then the Notice shall be deemed to have been given and received on the next Business Day. Any Party may, from time to time, change its address or the Person to whom Notice is to be given by giving Notice to the other Parties in accordance with the provisions of this Section.

The Parties shall jointly plan and co-ordinate any public notices, press releases, and any other publicity concerning the existence of this Agreement and the transactions contemplated by this

Agreement and no Party shall act in this regard without the prior approval of the other, such approval not to be unreasonably withheld, unless such disclosure is required to meet timely disclosure obligations of any Party under laws or stock exchange rules in circumstances where prior consultation with the other Party is not practicable and a copy of such disclosure is provided to the other Party at such time as it is made to the regulatory authority.

Except as otherwise agreed, each Party shall pay all costs and expenses (including the fees and disbursements of legal counsel and other advisers) it incurs in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement.

This Agreement shall only be effective to create an interest in real property if the subdivision control provisions of the Planning Act (Ontario), as amended, are complied with before the Closing Date.

No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, shall be binding unless agreed by the Party to be bound thereby.

No Party may assign this Agreement or any rights or obligations under this Agreement without the consent of each of the other Parties.

This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

The Parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

The invalidity of one or more phrases, sentences, clauses, Sections or Articles contained in this Agreement shall not affect the validity of the remaining portions of this Agreement so long as the material purposes of this Agreement can be determined and effectuated.

Following Closing, the Vendor shall execute and deliver to the Purchaser on request by the Purchaser from time to time and at the Purchaser’s expense such other instruments of transfer, consents, notices and documents as may be necessary or desirable to effectively transfer to the Purchaser the Purchased Assets that come into existence or arise or come into the ownership or possession of the Vendor on or after the Closing Date free and clear of Encumbrances (other than, in respect of the Project Real Property only, any Permitted Encumbrances).

This Agreement may be executed by the Parties in counterparts and may be executed and delivered by facsimile or in portable document format (PDF) and all such counterparts, facsimiles and PDF copies shall together constitute one and the same agreement.

IN WITNESS OF WHICH the Parties have duly executed this Agreement.