PURCHASE AGREEMENT MADE AS OF May 24, 2013 BETWEEN TROUT CREEK WIND POWER INC. QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. SCHNEIDER POWER INC. SCHNEIDER POWER GENERATION INC. - and - SIERRA NEVADA POWER (ONTARIO) LTD.

1.1Definitions    2

1.2Certain Rules of Interpretation    10

1.3Entire Agreement    11

1.4Schedules and Exhibits    11

2.1Purchase and Sale of GP Shares    12

2.2Purchase and Sale of 74.89% of Project LP Interests    12

2.3Deposit    12

2.4Payment of First Closing Payment    13

2.5Purchase and Sale of 25.1% of Project LP Interests – Project Achieves Commercial Operation on or Prior to the Default Date    13

2.6Purchase and Sale of 25.1% Project LP Interests – Project Does Not Achieve Commercial Operation on or Prior to the Default Date    13

2.7Idem    15

3.1Representations and Warranties of Vendor and Quantum    15

3.2Representations and Warranties of Purchaser    25

3.3Non-Waiver    26

3.4Nature and Survival    26

ARTICLE 4 PURCHASER’S CONDITIONS PRECEDENT - FIRST CLOSING DATE 27

4.1Truth and Accuracy of Representations of Vendor and Quantum at the Closing Time    27

4.2Performance of Obligations    27

4.3Receipt of Closing Documentation    27

4.4Consents, Authorizations and Registrations    28

4.5No Proceedings    28

4.6Encumbrances    28

4.7Completion of Asset Purchase Agreement    28

4.8Transmission Easement    29

4.9Quantum Acquisition Transaction    29

4.10Quantum Not a Special Purpose Entity    29

5.1Truth and Accuracy of Representations of Vendor and Quantum at the Closing Time    30

5.2Performance of Obligations    30

5.3Receipt of Closing Documentation    30

5.4Consents, Authorizations and Registrations    31

5.5No Proceedings    31

5.6Encumbrances    31

ARTICLE 6 VENDOR’S CONDITIONS PRECEDENT32

6.1Truth and Accuracy of Representations of the Purchaser at Closing Time    32

6.2No Proceedings    32

6.3Performance of Obligations    32

6.4Quantum Not a Special Purpose Entity    32

ARTICLE 7 OTHER COVENANTS OF THE PARTIES33

7.1Liabilities and Deposits    33

7.2Development of Project    34

7.4Conduct of Project Prior to Closing    36

7.5Access for Investigation    37

7.6Notices    37

7.7Confidentiality    38

7.8OPA Consent to Quantum Acquisition Transaction    38

ARTICLE 8 INDEMNIFICATION39

8.1Indemnification.    39

8.2Notice of Claim.    39

8.3Direct Claims.    39

8.4Third Party Claims    40

8.5Additional Rules and Procedures    41

8.6Indemnification Claims.    41

8.7Tax Status of Payments    41

8.8Exclusive Remedy    42

8.9Termination of Obligations    42

8.10Trustee and Agent    42

ARTICLE 9 ARBITRATION43

9.1Arbitration    43

ARTICLE 10 GENERAL44

10.1Submission to Jurisdiction    44

10.2Notices    44

10.3Public Notices    45

10.4Expenses    46

10.5Amendment    46

10.6Assignment    46

10.7Enurement    46

10.8Further Assurances    47

10.9Severability    47

10.10Execution and Delivery    47

THIS AGREEMENT is made as of the 24th day of May, 2013,

WHEREAS Quantum is the registered and beneficial owner of all of the issued and outstanding shares in the capital of Schneider Power, Schneider Power is in turn the registered and beneficial owner of all of the issued and outstanding shares in the capital of SP Generation, and SP Generation is in turn the registered and beneficial owner of all of the issued and outstanding shares in the capital of the Vendor;

AND WHEREAS the Vendor is the owner of 100 common shares in the capital of Trout Creek Wind Energy (GP) Inc., a corporation governed by the laws of the Province of Ontario, (collectively, the “GP Shares”), being all the issued and outstanding shares in the capital of the said Trout Creek Wind Energy (GP) Inc. (the “General Partner”), and the Vendor will, upon the completion of the purchase and sale transactions in the Asset Purchase Agreement, be the owner of 273,371 limited partnership units (each a “Limited Partnership Unit” and more than one “Limited Partnership Units”) in Trout Creek Wind Energy LP, a limited partnership formed under the laws of the Province

of Ontario (the “Project LP”), being all of the issued and outstanding limited partnership interests in the Project LP;

AND WHEREAS the General Partner and the Vendor have entered into a limited partnership agreement dated May 22, 2013 (the “Limited Partnership Agreement”) in respect of their respective interests in the Project LP;

AND WHEREAS the Project LP and the Vendor have entered into an asset purchase agreement dated May 24, 2013 (the “Asset Purchase Agreement”) whereby the Project LP has agreed to purchase from the Vendor the Project Assets, as that term is defined in the Asset Purchase Agreement;

AND WHEREAS the Vendor has delivered to, (i) HONI (as hereinafter defined) a $200,000 Connection Cost Deposit, plus $26,000 in GST/HST (the “HONI Deposit”) under the Connection Cost Agreement (as hereinafter defined), and (ii) the OPA (as hereinafter defined) a $200,000 deposit (the “FIT Deposit”) under the FIT Contract (as hereinafter defined);

AND WHEREAS the Vendor wishes to sell, and the Purchaser wishes to purchase, all of the GP Shares and the Project LP Interests on and subject to the terms and conditions of this Agreement.

THEREFORE, 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, event, or matter, all laws, by-laws, rules, regulations, orders, judgments, decrees, decisions or other requirements having the force of law in each case of any Governmental Authority, relating to or applicable to such Person, Purchased Asset, transaction, event, or matter;

“Applicant of Record Status” means the status of Applicant of Record granted to the Vendor by the MNR by a letter dated March 7, 2011 from the MNR to the Vendor and in respect of the Lots 17-19, Concession 14, Township of Laurier, as amended, superseded or replaced;

“Application Date” has the meaning given in Section 3.1(ee);

“Arbitration Act” has the meaning given in Section 9.1;

“Asset Purchase Agreement” has the meaning given in the recitals hereto;

“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;

“Ciglen Easement Agreement” means the Wind Farm Easement Agreement, dated March 30, 2006, between Les Ann and Larry Ciglen and Schneider Power Inc., and as more particularly described under the heading “Easements” in Schedule 3.1(v)(i);

“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 GP Shares and 74.89% Project LP Interests, or the Vendor’s 25.1% Project LP Interests, as the case may be, under this Agreement;

“Closing Time” means, in respect of the First Closing Date, the Commercial Operation Closing Date, the Default Closing Date or any other day, as the case may be, 10 a.m. EST on the First Closing Date or the Commercial Operation Closing Date, the Default Closing Date or such other day, as the case may be;

“Commercial Operation” has the meaning set forth in Section 2.6(a) of the FIT Contract;

“Commercial Operation Closing Date” means the date that is 10 Business Days following the date on which the Project first achieves Commercial Operation;

“Commercial Operation Date” means the date on which the Project achieves Commercial Operation;

“Connection Cost Agreement” means the Connection Cost Agreement executed by HONI on June 24, 2011 between the Vendor and HONI with respect to the Project, as amended, superseded or replaced;

“Contract Date” means April 30, 2010, being the Contract Date for the purposes of the FIT Contract;

“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;

“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;

“Default Date” means the date on which a Supplier Event of Default under the FIT Contract has occurred, or such other date as the Vendor and the Purchaser may agree in writing;

“Default Closing Date” has the meaning given in Section 2.6(a) or Section 2.6(b), as the case may be;

“Deposit” has the meaning given in Section 2.3;

“Direct Claim” has the meaning given in Section 8.2;

“Dispute” has the meaning given in Section 9.1;

“Douglas Easement Agreement” means the Wind Farm Easement Agreement, dated May 2, 2006, between Dawn Elizabeth Douglas and Vendor, and as more particularly described under the heading “Easements” in Schedule 3.1(v)(i);

“Easement Agreements” means the Ciglen Easement Agreement, the Douglas Easement Agreement, and all other easement agreements between the Vendor, or any predecessor in interest, and a Property Owner granting rights in any Project Real Property for the purpose of the installation and maintenance of infrastructure and equipment in connection with the operation of the Project;

“Economic Interest” has the meaning given in the FIT Contract;

“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;

“Environmental Laws” 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, or any other health and safety matter;

“Equipment” means the MET Tower and related equipment listed in Schedule 3.1(r);

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

“First Closing Date” means the day that is five Business Days following the date the last of (i) the conditions precedent in favour of the Purchaser set forth in Sections 4.4(a) through to (c) and Sections 4.8, 4.9 and 4.10 have been satisfied or waived by the Purchaser, or such other date as may be agreed in writing by the Vendor and Purchaser;

“FIT Contract” means the Feed In Tariff (FIT) Contract ID# F-000655-WIN-130-601 dated April 30, 2010 between the Vendor and the OPA with respect to the Project, including the contract cover page, general terms and conditions, any applicable special terms and conditions, standard definitions, and any exhibits thereto, as amended by a FIT Amending Agreement re: Extension of Milestone Date for Commercial Operation for Non-CAE Projects dated April 18, 2011 and countersigned by Vendor on May 26, 2011 , as amended, superseded or replaced;

“FIT Rules” means the rules governing a FIT Program as they may be amended in accordance with their terms, from time to time;

“FIT Program” means the Renewable Energy Feed-In Tariff Program established by the OPA on October 1, 2009, as amended, restated or replaced from time to time;

“General Partner” has the meaning given in the recitals hereto;

“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;

“GP Shares” has the meaning given in the recitals hereto;

“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 substance, waste, contaminant or material that is listed, defined, designated, classified or regulated as hazardous, radioactive or toxic, or as a pollutant or contaminant by a Governmental Authority or pursuant to any Applicable 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 8;

“Indemnitor” means either the Vendor and Quantum, on the one hand, or the Purchaser, on the other, and as applicable, having an obligation to indemnify an Indemnified Party under Article 8;

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

“Leases” means all leases or easement agreements entered into by the Vendor, as tenant or grantee, and any Property Owner, as landlord or grantor, granting rights in any Project Real Property for the use and occupation of such Project Real Property for the purpose of installation and maintenance of infrastructure and equipment in connection with the operation of the Project;

“Liabilities” 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), and “Liability” means any one of them;

“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;

“Limited Partnership Agreement” has the meaning given in the recitals hereto;

“Limited Partnership Unit” and “Limited Partnership Units” have the meanings given in the recitals hereto;

“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;

“Milestone Date for Commercial Operation” has the meaning given in the FIT Contract, being October 27, 2013 as at the date of this Agreement;

“MNR” means the Ministry of Natural Resources of the government of the Province of Ontario, and its successors;

“Notice” has the meaning given in Section 10.2;

“Notice to Proceed” means the Notice to Proceed issued to the Supplier, as that term is defined in the FIT Contract, pursuant to the FIT Contract;

“Notice to Proceed Date” means the date that is 10 Business Days following the later of:

“OPA” means the Ontario Power Authority, and its successors;

“OPA Approval” has the meaning given in Section 3.1(d).

“Option Agreements” means all option agreements between the Vendor, or any predecessor in interest, and a Property Owner to enter into a lease or easement granting rights in any Project Real Property for the purpose of the installation and maintenance of infrastructure and equipment in connection with the operation of the Project;

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

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

“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;

“Project” means 10 megawatt wind powered electricity generation project known as the Trout Creek Wind Farm in the Province of Ontario under development by the Vendor in and on the Project Real Property, and as contemplated in the FIT Contract;

“Project Assets” means those assets which are the “Purchased Assets” for the purposes of the Asset Purchase Agreement;

“Project Information” means all wind data, wind data assessments, wind models, reports and other work product with respect to the Project or the Project 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 Project 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 Loan” means the loan to be borrowed by the Project LP from one or more third party lenders in the amount of the difference between the aggregate amount of all actual and projected Project development and construction costs and expenses minus the said costs and expenses which are not otherwise being funded with the equity and/or debt being provided to the Project LP by or by virtue of the Purchaser;

“Project LP” has the meaning given in the recitals hereto;

“Project LP Interests” has the meaning given in Section 3.1(g) hereto;

“Project Map” means the map of the Project Real Property attached as Schedule 1.1C;

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

“Property Owners” means the owners of the Project Real Property;

“Purchaser” means Sierra Nevada Power (Ontario) Ltd., a corporation governed by the laws of the Province of Ontario;

“Purchaser Indemnified Persons” has the meaning given in Section 8.1(a);

“Purchaser Option Notice” has the meaning given in Section 2.6(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;

“Quantum Acquisition” means (i) the acquisition by Quantum, through its wholly-owned subsidiary ###-###-#### Ontario Inc., of all of the issued and outstanding common shares of Schneider Power by way of a plan of arrangement pursuant to an arrangement agreement dated as of November 24, 2009 among Quantum, 2224784 Ontario Inc. and Schneider Power, and (ii) the subsequent amalgamation of ###-###-#### Ontario Inc. with and into Schneider

Power on April 16, 2010, with Schneider Power continuing as the surviving corporation and a wholly-owned subsidiary of Quantum.

“Real Property Agreements” means, collectively, (i) the Option Agreements, (ii) the Leases, (iii) the Easement Agreements, (iv) the Applicant of Record Status, and (v) 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;

“Scheduled Authorizations” has the meaning given in Section 3.1(s);

“Schneider Power” means Schneider Power Inc., a corporation governed by the laws of the Province of Ontario, and its successors and permitted assigns;

“74.89% Project LP Interest Purchase Price” has the meaning given in Section 2.2;

“74.89% Project LP Interests” has the meaning given in Section 2.2;

“SP Generation” means Schneider Power Generation Inc., a corporation governed by the laws of the Province of Ontario, and its successors and permitted assigns;

“Special Purpose Entity” has the meaning given in the FIT Contract;

“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 8.2;

“25.1% Project LP Interest Purchase Price” has the meaning given in Section 2.5(a);

“25.1% Project LP Interests” has the meaning given in Section 2.5(a);

“Vendor” means Trout Creek Wind Power Inc., a corporation governed by the laws of the Province of Ontario;

“Vendor Indemnified Persons” has the meaning given to it in Section 8.1(b);

“Vendor Option Notice” has the meaning given in Section 2.6(b);

“Vendor Shareholders” means collectively, Quantum, Schneider Power and SP Generation.

“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;

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, including the letter of intent dated March, 2013 between the Vendor and the Purchaser. 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 above schedules to this Agreement in respect of any Section of this Agreement will be deemed disclosed with respect to such other Sections 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 to the Purchaser and the Purchaser hereby agrees to purchase from the Vendor, at the Closing Time on the First Closing Date, the GP Shares, and for an aggregate purchase price of $10.00, payable to the Vendor at the Closing Time on the First Closing Date.

Subject to the terms and conditions hereof, the Vendor hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase from the Vendor, at the Closing Time on the First Closing Date, 204,728 Limited Partnership Units of the Project LP (collectively, the “74.89% Project LP Interests”), and for an aggregate purchase price equal to the sum of $381,250 (“74.89% Project LP Interest Purchase Price”).

On May 9, 2013, the Purchaser delivered a deposit of $50,000 to be held by the Vendor’s solicitors (the “Deposit”) in accordance with the terms of an escrow agreement among the Parties and the Vendor’s solicitors in respect of the Deposit in a form reasonably acceptable to the Vendor’s solicitors. If the completion of the purchase and sale by the Vendor to the Purchaser of the Vendor’s 74.89% Project LP Interests does not occur on the First Closing Date for any reason other than the non-fulfillment of all or any of the Vendor’s conditions set out in Article 6 in respect of the sale by the Vendor to the Purchaser of the Vendor’s 74.89% Project LP Interests (which conditions have not been waived by the Vendor), then the Deposit shall be immediately returned to the Purchaser. If the completion of the purchase and sale by the Vendor to the Purchaser of the Vendor’s 74.89% Project LP Interests does not occur on the First Closing Date as a result of the non-fulfillment of all or any of the Vendor’s conditions set out in Article 6 in respect of the sale by the Vendor to the Purchaser of the Vendor’s 74.89% Project LP Interests (which conditions have not been waived by the Vendor), then the Deposit shall be immediately paid to the Vendor as liquidated damages and not as a penalty. If the completion of the purchase and sale by the Vendor to the Purchaser of the Vendor’s 74.89% Project LP Interests occurs on the First Closing Date then the Deposit shall be paid to the Vendor in part satisfaction of the 74.89% Project LP Interest Purchase Price as hereinafter set out.

The 74.89% Project LP Interest Purchase Price shall be paid and satisfied by the Purchaser, (i) as to $50,000 by the delivery of the Deposit to the Vendor at the Closing Time on the First Closing Date, and (ii) as to the balance, or $331,250, by the Payment by the Purchaser to the Vendor of the

said amount at the Closing Time on the First Closing Date and by bank draft, certified cheque or wire transfer of immediately available funds.

For more certainty, the Vendor shall have no obligation to sell and the Purchaser shall have no obligation to purchase the Vendor’s 25.1% Project LP Interests if the Project does not achieve Commercial Operation prior to the Default Date or the Purchaser or the Vendor does not exercise its option under Section 2.6 to purchase or to require the Purchaser to purchase the Vendor’s 25.1% Project LP Interests.

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

the GP Shares and the Project LP Interests, to enter into this Agreement and to carry out its terms. The Vendor is not a consumer as defined in the Consumer Protection Act, 2002;

Control of the Project LP contemplated in this Agreement to occur on the First Closing Date (the “OPA Approval”);

absolute, contingent or otherwise) and financial position of the Vendor at the date of the Financial Statements;

affecting the Project Assets, or that would interfere with the use and enjoyment of all or any part of the Project Assets or that could have a material adverse effect on the Project Assets or which could affect the Project LP’s right to own, occupy and operate the Project Assets, and to the Vendor’s Knowledge there are no grounds on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success. To the Vendor’s Qualified Knowledge, there are no Claims, actions, proceedings or investigations (whether or not purportedly on behalf of the Vendor, the Project LP, SP Generation, Schneider Power, or Quantum) pending or threatened, against, relating to or affecting the Project LP, or that could have a material adverse effect on the Project LP, and to the Vendor’s Qualified Knowledge there are no grounds on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;

any notice of violation (or claimed violation) thereof. To the Vendor’s Knowledge, there are no current or proposed expropriation or condemnation proceedings or exercises of rights of eminent domain with respect to any Project Real Property. Except as set out in Schedule 3.1(v)(ii), there are no registered Liens, or to the Vendor’s Knowledge, any other Liens, in respect of the Project Real Property ranking in priority to the Real Property Agreements;

General Partner, the Project LP Interests, the Project LP, and the Project Assets which could reasonably be expected to be material to an intending purchaser of the GP Shares, the General Partner, the Project LP Interests, the Project LP, and the Project Assets; and

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

(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 Laws 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;

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 8.

The obligation of the Purchaser to complete the purchase of the GP Shares and 74.89% Project LP Interests under this Agreement is subject to the satisfaction of, or compliance with, at or before the Closing Time on the First Closing Date, 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 and Quantum made in or pursuant to this Agreement shall be true and correct at the Closing Time on the First Closing Date and with the same effect as if made at and as of the Closing Time on the First Closing Date (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 at the Closing Time on the First Closing Date a certificate from a senior officer of the Vendor and from the Vendor Shareholders 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 to be performed or complied with on or prior to the First Closing Date 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.

All instruments of conveyance, assignment and other documentation relating to the sale and purchase of the GP Shares and 74.89% Project LP Interests, as the case may be, 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 to be completed at the Closing Time on the First Closing Date 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.

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 to be completed on or prior to the First Closing Date, the execution of this Agreement, the closing of the transactions contemplated in this Agreement to be completed on or prior to the First Closing Date or the performance of any of the terms and conditions of this Agreement relating thereto shall have been obtained at or before the Closing Time of the First Closing Date on terms acceptable to the Purchaser, acting reasonably. Without limiting and in addition to the foregoing:

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 GP Shares and 74.89% Project LP Interests shall be free and clear of all Encumbrances.

The transactions of purchase and sale contemplated in each of the Asset Purchase Agreement shall have been completed by the parties thereto and in accordance with the Asset Purchase Agreement.

The Project LP shall have received, in a form acceptable to the Project LP in its sole discretion, a transmission easement or an option for a transmission easement from Les Ann Ciglen and Larry Ciglen, registered owners of the real property described in the Ciglen Easement Agreement and from Dawn Douglas, registered owner of the real property described in the Douglas Easement Agreement. The said transmission easement shall be sufficient to construct, own and operate the necessary transmission equipment to connect the Project to HONI’s distribution system.

The OPA shall have delivered either, (i) the OPA's written consent to the Quantum Acquisition, and if necessary a waiver of the notice period for requesting that consent, or (ii) a statement from the OPA, or an opinion from its external legal counsel, and in a form reasonably satisfactory to the Purchaser, that the Quantum Acquisition, and without OPA consent, does not constitute a breach of (including a Supplier Event of Default under) the FIT Contract.  If the OPA or its legal counsel determines that the pre-Contract Date change of Control of Applicant without OPA consent constitutes such a breach or Supplier Event of Default, then the OPA shall have also delivered a written waiver of that breach or Supplier Event of Default from the OPA and in a form reasonably satisfactory to the Purchaser.

The OPA shall have delivered a statement from the OPA, or an opinion from its external legal counsel, and in a form reasonably satisfactory to the Purchaser, that, (i) Quantum has, from and after the Contract Date, not been a Special Purpose Entity, and (ii) Quantum can continue to satisfy the 25% Economic Interest test in subparagraph 15.6(b)(iii) of the FIT Contract from the First Closing Date to the Commercial Operation Date if there is a change of shareholders of Quantum, including a change of Control (as that term is defined in the FIT Contract) of Quantum, as long as Quantum continues to not be a Special Purpose Entity and covenants not to dispose of all or any part of its direct or indirect interest in the Project LP prior to the Commercial Operation Date. If such a statement or opinion has been delivered, then Quantum shall on or prior to the First Closing

Date have delivered to the Purchaser a representation that there has been no change of Control (as that term is defined in the FIT Contract) of Quantum since the Contract Date, and a covenant that Quantum will not, prior to the earlier of the Commercial Operation Date  and the Default Closing Date, do anything, omit to do anything or permit anything to be done which would result in its being a Special Purpose Entity at any time prior to the earlier of the Commercial Operation Date and the Default Closing Date, and all in a form reasonably satisfactory to the Purchaser.

If any of the foregoing conditions in this Article 4 has not been fulfilled by the Closing Time on the First Closing Date, the Purchaser may terminate this Agreement by notice to the Vendor, SP Generation, Schneider Power, and Quantum, in which event the Purchaser shall be thereupon released from all obligations under this Agreement (other than its rights and obligations under Section 7.7), and unless the Purchaser can show that the condition relied upon could reasonably have been performed by the Vendor, SP Generation, Schneider Power, or Quantum, each of the Vendor, SP Generation, Schneider Power, and Quantum shall be thereupon released from all obligations under this Agreement (other than its rights and obligations under Section 7.7). 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 obligation of the Purchaser to complete the purchase of the Vendor’s 25.1% Project LP Interests under this Agreement is subject to the satisfaction of, or compliance with, at or before the Closing Time on the Commercial Operation Closing Date or the Default Closing Date, as the case may be, 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 and Quantum made in Sections 3.1(a), (b), (c), (d), (e), (h), (k), (l), (n), and (o) shall be true and correct at the Closing Time on the Commercial Operation Closing Date or the Default Closing Date, as the case may be, and with the same effect as if made at and as of the Closing Time on the Commercial Operation Closing Date or the Default Closing Date, as the case may be, (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 at the Closing Time on the Commercial Operation Closing Date or the Default Closing Date, as the case may be, a certificate from a senior officer of the Vendor and from the Vendor Shareholders confirming the truth and correctness of such representations and warranties. For these purposes all references in Sections 3.1(a), (b), (c), (d), (e), (h), (k), (l), (n), and (o) to the “Project LP Interests” shall be deemed to be a reference to the “Vendor’s 25.1% Project LP Interests”.

Each of the Vendor, SP Generation, Schneider Power, and Quantum shall have performed or complied with, in all material respects, all its obligations, covenants and agreements under this Agreement to be performed or complied with on or prior to the Commercial Operation Closing Date or the Default Closing Date, as the case may be, 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.

All instruments of conveyance, assignment and other documentation relating to the sale and purchase of the Vendor’s 25.1% Project LP Interests 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 to be completed at the Closing Time on the Commercial Operation Closing Date or the Default Closing Date, as the case may be, 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.

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 to be completed on or prior to the Commercial Operation Closing Date or the Default Closing Date, as the case may be, the execution of this Agreement, the closing of the transactions contemplated in this Agreement to be completed on or prior to the Commercial Operation Closing Date or the Default Closing Date, as the case may be, or the performance of any of the terms and conditions of this Agreement relating thereto shall have been obtained at or before the Closing Time on the Commercial Operation Closing Date or the Default Closing Date, as the case may be, on terms acceptable to the Purchaser, acting reasonably. Further and without limiting the foregoing, the Vendor shall do all such things and provide all such reasonable assurances as may be required to notify the OPA, HONI or the MNR of the transactions contemplated herein and as required under the FIT Contract, the Connection Cost Agreement, or the Applicant of Status Record, as the case may be, or under any Applicable Laws.

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 Applicable Laws.

The Vendor’s 25.1% Project LP Interests shall be free and clear of all Encumbrances.

If any of the foregoing conditions in this Article 5 has not been fulfilled by the Closing Time on the Commercial Operation Closing Date or the Default Closing Date, as the case may be, the Purchaser may terminate this Agreement by notice to the Vendor, SP Generation, Schneider Power, and Quantum, in which event the Purchaser shall be thereupon released from all obligations under this Agreement (other than its rights and obligations under Section 7.7), and unless the Purchaser can show that the condition relied upon could reasonably have been performed by the Vendor, SP Generation, Schneider Power, or Quantum, then the Vendor, SP Generation, Schneider Power, and Quantum shall be thereupon released from all obligations under this Agreement (other than its rights and obligations under Section 7.7). 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 GP Shares and the 74.89% Project LP Interests under this Agreement on the First Closing Date or the sale of the Vendor’s 25.1% Project LP Interests under this Agreement on the Commercial Operation Closing Date or the Default Closing Date, as the case may be, shall be subject to the satisfaction of or compliance with, at or before the Closing Time on the First Closing Date, the Commercial Operation Closing Date, or the Default Closing Date, as the case may be, 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 on the First Closing Date, the Commercial Operation Closing Date, or the Default Closing Date, as the case may be, and with the same effect as if made at and as of the Closing Time on the First Closing Date, the Commercial Operation Closing Date, or the Default Closing Date, as the case may be, and the Vendor shall have received a certificate from a senior officer or director of the Purchaser at the Closing Time on the First Closing Date, the Commercial Operation Closing Date, or the Default Closing Date, as the case may be, 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 Applicable Laws.

The Purchaser shall have performed or complied with, in all respects, all its obligations, covenants and agreements under this Agreement to be performed or complied with on or prior to the First Closing Date, the Commercial Operation Closing Date, or the Default Closing Date, as the case may be, and the Vendor shall have received a certificate from a senior officer or director of the Purchaser confirming such performance or compliance, as the case may be.

The OPA shall have delivered a statement from the OPA, or an opinion from its external legal counsel, and in a form reasonably satisfactory to the Vendor, that, (i) Quantum has, from and after the Contract Date, not been a Special Purpose Entity, and (ii) Quantum can continue to satisfy the 25% Economic Interest test in subparagraph 15.6(b)(iii) of the FIT Contract from the First Closing Date to the Commercial Operation Date if there is a change of shareholders of Quantum, including a change of Control (as that term is defined in the FIT Contract) of Quantum, as long as Quantum continues to not be a Special Purpose Entity and covenants not to dispose of all or any part of its direct or indirect interest in the Project LP prior to the Commercial Operation Date.

If any of the foregoing conditions in this Article 6 has not been fulfilled by the Closing Time on the First Closing Date, the Commercial Operation Closing Date, or the Default Closing Date, as the case may be, the Vendor may terminate this Agreement by notice in writing to the Purchaser, in which event the Vendor, SP Generation, Schneider Power, and Quantum shall thereupon be released from all obligations under this Agreement (other than their respective rights and obligations under Section 7.7), 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 7.7). 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.

The Purchaser shall at the Closing Time on the First Closing Date:

Following the First Closing Date the Purchaser will and will cause the Project LP to use commercially reasonable efforts to develop the Project, including, without limitation, obtaining the Notice to Proceed, and in that respect, until the Commercial Operation Date or Default Date, as the case may be, shall keep the Vendor reasonably apprised of material developments relating to the Project, including, without limitation, obtaining the Notice to Proceed. Without limiting the generality of the foregoing, the Purchaser shall make commercially reasonable efforts to cause each of the following events to occur on or prior to the date indicated in each case:

Further and without limiting the generality of the foregoing, the Purchaser shall make reasonable commercial efforts not to permit any of the following to occur prior to the Commercial Operation Date or Default Date, as the case may be: 

For more certainty, the Vendor shall from and after the First Closing Date not be responsible for paying any costs or expenses in connection with the development and construction of the Project.

7.3    No Dealings Prior to Commercial Operation

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

Contract, Scheduled Authorization or Real Property Agreement, or waive, release or grant any right thereunder, and perform, in all material respects, all of the obligations required to be performed by the Project LP under all Contracts, Scheduled Authorizations or Real Property Agreements;

The Vendor shall permit the Purchaser and its representatives, between the date of this Agreement and the Closing Time on the First Closing Date, to have: (i) free and unrestricted access during normal business hours (upon reasonable advance notice to the Vendor) to the General Partner, the Project LP, the Project, and the Project Assets. The Vendor shall furnish to the Purchaser copies of books and records in respect of the General Partner, the Project LP, the Project, and the Project 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 General Partner, the Project LP, the Project, and the Project Assets. The Vendor shall cooperate and assist, to the extent reasonably requested by the Purchaser, with the Purchaser’s investigation and evaluation of the General Partner, the Project LP, the Project, and the Project Assets.

Without limiting any other provision of this Agreement, the Vendor shall do all such things and provide all such reasonable assurances as may be required to notify the OPA, HONI or the MNR of the transactions contemplated herein and as required under the FIT Contract, the Connection Cost Agreement or Applicant of Record Status, as the case may be, or under any Applicable Laws.

Further and without limiting Section 3.1(v)(vii), the Vendor shall cooperate with the Purchaser and Purchaser's counsel in the registration of any notice contemplated in Section 3.1(v)(vii) which, prior to the Closing Time on the First Closing Date, has not in the Purchaser’s reasonable view been registered in the applicable Land Registry Office against the title to the applicable Project Real Property and as contemplated in Section 3.1(v)(vii). The Vendor shall take such actions and deliver such documents as may be required by the Purchaser or its counsel, acting reasonably, in connection

with such registrations or that may be required by the land registrar for the applicable Land Registry Office for certification of such registrations (including following the Closing Time on the First Closing Date).  The Purchaser shall be responsible for all direct costs to the applicable Land Registry Offices in respect of such registrations. Provided that nothing in this Section 7.6 and no action by the Vendor or the Purchaser pursuant to this Section 7.6 shall limit or restrict the representations of the Vendor and Quantum set out in Section 3.1(v)(vii) or elsewhere in this Agreement.

Each of the Vendor and the Purchaser will use its reasonable commercial efforts to obtain prior to the Closing Time on the First Closing Date the consents, statements, opinions, or waivers, as applicable, contemplated in Section 4.9 and 4.10.  The Vendor shall pay one-half of the first $15,000 of the fees in respect of any external counsel opinion contemplated in Section 4.9 and 4.10 (i.e. to a maximum of $7,500 of fees) plus one-half of the disbursements and taxes associated with such fees, and the Purchaser shall pay one-half the first $15,000 of the fees in respect of any external counsel opinion contemplated in Section 4.9 and 4.10 (i.e. to a maximum of $7,500 of fees) plus

one-half of the disbursements and taxes associated with such fees, and the Purchaser shall pay all fees, disbursements and taxes in respect of any external counsel opinion contemplated in Section 4.9 and 4.10 in excess of the sum of the said first $15,000 of fees and associated disbursements and taxes.

An Indemnified Party shall promptly give notice to the Indemnitor of any Claim for indemnification pursuant to Section 8.1. 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 9.

An Indemnified Party shall only be entitled to make any claim for indemnification under Section 8.1 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 8, the maximum aggregate amount of liability of an Indemnitor under this Agreement shall be limited to the 74.89% Project LP Interest Purchase Price, provided that in the case of (i) Claims based on fraud, wilful misconduct or gross negligence, the maximum amount of liability of an Indemnitor under this Agreement shall not be limited, and (ii) Claims arising out of, or resulting from any breach of representations, warranties or covenants in respect of the sale and purchase of the Vendor’s 25.1% Project LP Interests under this Agreement, the maximum amount of liability of an Indemnitor under this Agreement shall be limited to the 25.1% Project LP Interest Purchase Price actually received by the Vendor.

Any payment made by or on behalf of the Vendor pursuant to this Article 8 shall constitute a reduction of the 74.89% Project LP Interest Purchase Price and the 25.1% Project LP Interest Purchase Price, as the case may be, and any payment made by or on behalf of the Purchaser pursuant to this Article 8 shall constitute an increase in the 74.89% Project LP Interest Purchase Price and the 25.1% Project LP Interest Purchase Price, as the case may be. If any payment made by the Vendor or the Purchaser pursuant to this Article 8 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 8 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 8, other than those arising with respect to any fraud, wilful 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 8.1(a) or 8.1(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 8 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 8.1 shall terminate on the date which is 18 months after the First Closing Date, Commercial Operation Closing Date or Default Closing Date, as the case may be, 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 GP Shares and the Project LP Interests or title of the Project LP to the Project Assets, or Claims for any breach of any representation or warranty of the Vendor and Quantum contained in Section 3.1(e), or Claims for any breach of any representation, warranty or covenant of the Vendor and Quantum to be delivered pursuant to Section 4.10, or 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 8.1(a) and 8.1(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:

(c)    in the case of a Notice to the Purchaser at:

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.

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. Notwithstanding the foregoing, the Purchaser may at any time after the First Closing Date assign this Agreement and all of its rights hereunder to:

and provided that the Purchaser and the assignee duly comply with any terms and conditions in the FIT Contract applicable to such assignment and the assignee agrees in favour of the Vendor to be bound by this Agreement in a form acceptable to the Vendor acting reasonably. Upon completion of any such permitted assignment, the Purchaser shall be released and discharged from its obligations under Sections 2.5, 2.6 and 2.7, and all other provisions of this Agreement necessary to give effect thereto, (including the Purchaser’s obligation to purchase the Vendor’s 25.1% Project LP Interests thereunder) but the Purchaser shall not be released from any of its other obligations and Liabilities which arose under any other provisions of this Agreement prior the completion of such permitted assignment.

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.

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.