HYDROGENICS CORPORATION - and - STUART ENERGY SYSTEMS CORPORATION SUPPORT AGREEMENT November 10, 2004 Osler, Hoskin & Harcourt LLP 1 First Canadian Place Toronto, Ontario M5X 1B8

HYDROGENICS CORPORATION

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STUART ENERGY SYSTEMS CORPORATION

SUPPORT AGREEMENT

November 10, 2004

Osler, ▇▇▇▇▇▇ & Harcourt LLP

TABLE OF CONTENTS

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SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT is made the 10^th day of November, 2004 (the “Agreement”)

B E T W E E N:

RECITALS:

     THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

ARTICLE 1

     In this Agreement, unless the context otherwise requires:

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The division of this Agreement into Articles, Sections, Subsections and Paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, Subsection, Paragraph or Schedule by number or letter or both refer to the Article, Section, Subsection, Paragraph or Schedule, respectively, bearing that designation in this Agreement.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

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If the date on which any action is required to be taken hereunder by a Party is not a business day, such action shall be required to be taken on the next succeeding day which is a business day.

In this Agreement, any references to time are to local time, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under Canadian GAAP, and all determinations of an accounting nature required to be made shall be made in a manner consistent with Canadian GAAP and past practice.

The following Schedule is annexed to this Agreement and is incorporated by reference into this Agreement and forms part hereof:

ARTICLE 2

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Subject to the receipt of all Appropriate Regulatory Approvals, the Board of Directors will make such amendments to the Share Option Plan and take all such other steps as may be necessary or desirable to allow all Persons holding Options pursuant to the Share Option Plan and the Slangerup Inducement Options, who may do so under applicable Laws: (i) to exercise their Options and Slangerup Inducement Options on an accelerated vesting basis solely for the

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purpose of tendering under the Offer all Common Shares issued in connection with such exercise, conditional upon Hydrogenics agreeing to take up and pay for such Common Shares; and (ii) to effect a cashless exercise of their Options and Slangerup Inducement Options for the purpose of tendering under the Offer all Common Shares issued in connection with such cashless exercise, conditional upon Hydrogenics agreeing to take up such Common Shares, on terms and in a manner acceptable to Hydrogenics. In addition, following the Subsequent Acquisition Transaction contemplated in section 2.8, Hydrogenics shall amend the Share Option Plan such that each Option and Slangerup Inducement Option will be exercisable at its existing exercise price for 0.74 common shares of Hydrogenics.

Promptly following the Effective Date, provided that Hydrogenics has taken-up and paid for at least 66 2/3% of the outstanding Common Shares (on a fully diluted basis), and from time to time thereafter, Hydrogenics shall be entitled to designate the directors of the Board of Directors, and any committees thereof, and, subject to obtaining a release in favour of each resigning member of the Board of Directors who is being replaced by a Hydrogenics’ designee and confirmation that insurance coverage is maintained as contemplated in Section 8.5, the Company shall not frustrate Hydrogenics attempts to do so, and covenants to cooperate with Hydrogenics, subject to applicable Laws, to obtain the resignation of any then incumbent directors effective on the date specified by Hydrogenics and facilitate Hydrogenics’ designees to be elected or appointed to the Board of Directors (including, without limitation, at the request of Hydrogenics, by using all commercially reasonable efforts to secure the resignations of the incumbent directors to enable Hydrogenics’ designees to be elected or appointed to the Board of Directors).

Immediately upon the appointment of Hydrogenics’ designees to the Board of Directors of the Company as contemplated in Section 2.6, Hydrogenics shall reorganize its board of directors to permit the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ to its nine person board of directors.

If, within 120 days after the date of the Offer, the Offer has been accepted by holders of not less than 90% of the outstanding Common Shares (on a fully diluted basis), Hydrogenics shall, to the extent possible, acquire the remainder of the Common Shares from those Shareholders who have not accepted the Offer pursuant to section 206 of the CBCA and otherwise in accordance with applicable Laws. If such statutory right of acquisition is not available, Hydrogenics shall pursue other lawful means of acquiring the remaining Common Shares not tendered to the Offer. Upon Hydrogenics taking up and paying for more than 66 2/3% of the outstanding Common Shares (on a fully diluted basis) under the Offer, the Company will assist Hydrogenics in connection with any compulsory acquisition, proposed amalgamation, statutory arrangement, capital reorganization or other transaction of the Company and Hydrogenics or an affiliate of Hydrogenics to acquire the remaining Common Shares (a “Subsequent Acquisition Transaction”) for consideration per Common Share at least equal in value to the Offered Consideration paid by Hydrogenics under the Offer.

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF HYDROGENICS

Hydrogenics hereby represents and warrants to the Company as set forth below, and acknowledges that the Company is relying upon these representations and warranties in connection with the entering into of this Agreement.

Hydrogenics is a company duly incorporated and validly existing under the CBCA and has full corporate power and authority to own its assets and conduct its business as now owned and conducted. Hydrogenics is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its property or the nature of its activity makes such qualification necessary, except where the failure to be so qualified will not, individually or in the aggregate, have a Hydrogenics Material Adverse Effect. True and complete copies of the articles and by-laws of Hydrogenics have been delivered to the Company, and Hydrogenics has not taken any action to amend or supersede such documents.

Hydrogenics has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including the issuance of Hydrogenics common shares in consideration for the Common Shares. The execution and delivery of this Agreement by Hydrogenics and the consummation of the Offer have been duly authorized by the board of directors of Hydrogenics (or any authorized committee thereof), and no other corporate proceedings (other than board meetings to approve the Offer Documents, the issuance of the common shares of Hydrogenics pursuant to the offer, and the listing on the NASDAQ and the TSX of the Hydrogenics common shares that will be issued in consideration for the Common Shares) on the part of Hydrogenics are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Hydrogenics and constitutes a valid and binding obligation of Hydrogenics, enforceable by the Company against Hydrogenics in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

The execution and delivery by Hydrogenics of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer will not: (a) violate, conflict with or result in a breach of any provision of: (i) the constating documents of Hydrogenics or those of any of its Material Subsidiaries; (ii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit to which Hydrogenics or any of its Material Subsidiaries is a party or by which Hydrogenics or any of its Material Subsidiaries is bound; or (iii) any Law to which Hydrogenics or any of its Material Subsidiaries is subject or by which Hydrogenics or any of its Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement,

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contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or lien upon any of Hydrogenics’ assets or the assets of any of its Material Subsidiaries, except as disclosed in Schedule 3.3 to the Hydrogenics Disclosure Statement or as would not, individually or in the aggregate, have a Hydrogenics Material Adverse Effect. In addition, other than in connection with or in compliance with Appropriate Regulatory Approvals, applicable Laws and policies, no other authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Hydrogenics for the consummation of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement.

Hydrogenics does not have Subsidiaries or any interests in any Person, other than those listed on Schedule 3.4 to the Hydrogenics Disclosure Statement. Each Material Subsidiary of Hydrogenics is duly organized and is validly existing under the laws of its jurisdiction of incorporation or organization, has full corporate power and authority to own its assets and conduct its business as now owned and conducted by it and is duly qualified to carry on business in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a Hydrogenics Material Adverse Effect. Except as set out on Schedule 3.4 to the Hydrogenics Disclosure Statement, Hydrogenics beneficially owns, directly or indirectly, all of the issued and outstanding securities of each of its Subsidiaries. Except as set out in Schedule 3.4 to the Hydrogenics Disclosure Statement, all of the outstanding shares in the capital of each of the Subsidiaries that is a corporation are: (i) validly issued, fully-paid and non-assessable and all such shares are owned free and clear of all pledges, security interests, liens, claims or encumbrances of any kind or nature whatsoever and (ii) are free of any other restrictions including any restriction on the right to vote, sell or otherwise dispose of the shares. In aggregate, the assets and revenues of the Subsidiaries of Hydrogenics other than Hydrogenics’ Material Subsidiaries represent less than 5% of the consolidated assets and consolidated revenues of Hydrogenics.

Hydrogenics and each of its Material Subsidiaries has complied and is in compliance with all applicable Laws, and each of Hydrogenics and its Material Subsidiaries has all licences, permits, orders or approvals of, and has made all required registrations with, any Governmental Entity that is required, in connection with the ownership of their respective assets or the conduct of their respective operations as presently carried on and each of them has fully complied with and is in compliance with all such licences, permits, orders, approvals and registrations, except, in each case, for failures which, individually or in the aggregate, would not have a Hydrogenics Material Adverse Effect. None of Hydrogenics or any of its Material Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such licences, permits, orders, approvals or registrations, or of any intention of any Governmental Entity to revoke or refuse to renew any of such licences, permits, orders, approvals or registrations except in each case, for revocations or non-renewals which, individually or in the aggregate, would not have a Hydrogenics Material Adverse Effect and, to the knowledge of Hydrogenics, all such licences, permits, orders, approvals and registrations shall continue to be effective in order for

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Hydrogenics and its Material Subsidiaries to continue to conduct their respective businesses as they are currently being conducted. None of Hydrogenics or any of its Material Subsidiaries is in conflict with, or in default (including cross defaults) under or in violation of: (i) its articles or by-laws or equivalent organizational documents, or (ii) any agreement or understanding to which it or by which any of its properties or assets is bound or affected, except for failures which, individually or in the aggregate, would not have a Hydrogenics Material Adverse Effect. No Person other than Hydrogenics or a Material Subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any of the licences, permits, orders, approvals or registrations referred to above.

The authorized share capital of Hydrogenics consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series. As at the date of this Agreement: (i) there are no preferred shares issued and outstanding; (ii) there are 64,617,349 common shares validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company; (iii) there are outstanding options to purchase common shares issued under a stock option plan providing for the issuance of 3,930,244 common shares upon the exercise thereof; and (iv) there are outstanding warrants to purchase common shares providing for the issuance of 2,470,436 common shares upon the exercise thereof. Except for the options and warrants referred to in the immediately preceding sentence, there are no options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments or obligations of Hydrogenics to sell any shares of Hydrogenics or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Hydrogenics. Except as disclosed in Schedule 3.6 to the Hydrogenics Disclosure Statement, there are no stock appreciation rights, phantom equity or similar rights, agreements arrangements or commitments of Hydrogenics or any of its Subsidiaries based upon the book value, income or any other attribute of Hydrogenics or any of its Subsidiaries. Except as otherwise disclosed in Schedule 3.6 to the Hydrogenics Disclosure Statement, no shareholder of Hydrogenics is entitled to any preemptive or other similar right. The common shares of Hydrogenics are not listed or quoted on any market other than the TSX and the NASDAQ.

Other than as disclosed in Section 3.7 to the Hydrogenics Disclosure Schedule, Hydrogenics is not party to any shareholder, pooling, voting trust or other agreement relating to the issued and outstanding shares of Hydrogenics or any of its Material Subsidiaries which are not directly or indirectly wholly owned by Hydrogenics.

Hydrogenics has filed with all applicable securities regulatory authorities, the TSX, NASDAQ and all applicable self-regulatory organizations true and complete copies of the Hydrogenics Public Documents that Hydrogenics is required to file therewith. The Hydrogenics Public Documents at the time filed: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the requirements of applicable securities laws. Hydrogenics has not filed any confidential material change report with the Ontario Securities Commission or any other

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securities authority or regulator or any stock exchange or other self-regulatory authority which at the date hereof remains confidential.

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The Hydrogenics common shares (other than Hydrogenics common shares held by Persons who are “affiliates” (as defined in Rule 144(a) of the ▇▇▇▇ ▇▇▇) of Hydrogenics) issuable by Hydrogenics pursuant to the Offer will, upon their issue, be freely tradeable securities and not subject to any statutory or other regulatory hold period or trading or volume limitations under applicable securities Laws of Canada and the United States.

Neither Hydrogenics nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for: (i) liabilities and obligations that are specifically disclosed on the audited balance sheet of Hydrogenics as of December 31, 2003 (the “Hydrogenics Balance Sheet”) or in the notes thereto, and (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2003, that are not and would not, individually or in the aggregate with all other liabilities and obligations of Hydrogenics and its Subsidiaries (other than those disclosed on the Hydrogenics Balance Sheet), reasonably be expected to have a Hydrogenics Material Adverse Effect. Without limiting the foregoing, the Hydrogenics Balance Sheet reflects reasonable reserves in accordance with Canadian GAAP for contingent liabilities relating to pending litigation and other contingent obligations of Hydrogenics and its Subsidiaries.

Except as disclosed in Schedule 3.12 to the Hydrogenics Disclosure Statement, Hydrogenics and its Material Subsidiaries have title to all of their material properties and assets (including, without limitation, the Hydrogenics Intellectual Property (as defined below), but excluding the Hydrogenics Intellectual Property licensed to Hydrogenics or its Subsidiaries), free and clear of any material claims or encumbrances, and Hydrogenics’ and its Material Subsidiaries’ properties and assets are sufficient for the conduct of Hydrogenics’ business as now carried on or as contemplated by Hydrogenics to be carried on.

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Except as disclosed in Schedule 3.15 to the Hydrogenics Disclosure Statement, there are no complaints, investigations, proceedings or actions, to the knowledge of Hydrogenics, pending or threatened by regulatory authorities of competent jurisdiction which involve allegations of non-compliance with applicable Laws or the Hydrogenics Product Authorizations or the rules, policies or guidelines of such Governmental Entities or other regulatory authorities relating to the Hydrogenics Products or the development, manufacture, sale or distribution of the Hydrogenics Products (and Hydrogenics has no knowledge of any facts that would lead to such complaints, investigations, proceedings or actions) other than those which would not, individually or in the aggregate, have a Hydrogenics Material Adverse Effect. Hydrogenics and its Subsidiaries have filed all required submissions, notices and reports required by such laws or regulatory rules, policies or guidelines for which the failure to file would have a Hydrogenics Material Adverse Effect.

Except as disclosed or reflected in the Hydrogenics Public Documents publicly available on SEDAR or ▇▇▇▇▇ or in Schedule 3.16 to the Hydrogenics Disclosure Statement, since December 31, 2003: (a) Hydrogenics and its Material Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice; (b) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to have a Hydrogenics Material Adverse Effect has been incurred; (c) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Hydrogenics Material Adverse Effect; (d) there has not been any change in the accounting practices used by Hydrogenics and its Subsidiaries; (e) except for

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ordinary course adjustments to non-executive employees, there has not been any increase in the salary, bonus, or other remuneration payable to any non-executive employees of any of Hydrogenics or its Subsidiaries; (f) there has not been any redemption, repurchase or other acquisition of Hydrogenics common shares by Hydrogenics, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to such common shares; (g) there has not been a material change in the level of accounts receivable or payable, inventories or employees; (h) there has not been any entering into, or an amendment of, any Material Contract other than in the ordinary course of business consistent with past practice; (i) there has not been any satisfaction or settlement or any claims or liabilities that were not reflected in Hydrogenics’ financial statements, other than the settlement of liabilities incurred in the ordinary course of business with affiliates consistent with past practice; and (j) there has not been any increase in the salary, bonus, or other remuneration payable to any officers or senior or executive officers of Hydrogenics or its Subsidiaries.

Except as disclosed in Schedule 3.17 to the Hydrogenics Disclosure Statement, there is no claim, action, proceeding or investigation pending or, to the knowledge of Hydrogenics, threatened against or relating to Hydrogenics or any of its Subsidiaries, the business of Hydrogenics or any of its Subsidiaries or affecting any of their properties, assets or Hydrogenics Products, including claims of adverse ownership, invalidity or opposition to or conflict with the Hydrogenics Intellectual Property or that the use of the Hydrogenics Intellectual Property in the business of Hydrogenics or its Subsidiaries or in any Hydrogenics Product violates or infringes the Intellectual Property rights or other proprietary rights of any third party, before or by any court or governmental or regulatory authority or body which, if adversely determined, would have, or reasonably could be expected to have, a Hydrogenics Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement, nor to Hydrogenics’ knowledge are there any events or circumstances which could reasonably be expected to give rise to any such claim, action, proceeding or investigation (provided that the representation in this Section 3.17 shall not apply to claims, actions, proceedings, or investigations which may arise after the date of this Agreement which do not have a reasonable prospect of succeeding or, if successful, would not give rise to, nor reasonably be expected to give rise to, a Hydrogenics Material Adverse Effect). Neither Hydrogenics nor any of its Subsidiaries is subject to any outstanding order, writ, injunction or decree which has had or is reasonably likely to have a Hydrogenics Material Adverse Effect or which would prevent or materially delay consummation of the transactions contemplated by this Agreement.

Hydrogenics and each of its Subsidiaries has duly and in a timely manner filed all Tax Returns required to be filed by it, those Tax Returns were complete and correct in all respects and Hydrogenics and each of its Subsidiaries has paid, collected, withheld or remitted all Taxes which are due and payable by it on or before the date hereof and Hydrogenics has provided adequate accruals in accordance with Canadian GAAP in the most recently published financial statements of Hydrogenics for any Taxes for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns. Since such publication date, no liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business. Except as disclosed or reflected in the Hydrogenics Public

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Documents, there are no actions, suits, proceedings, investigations or claims threatened against Hydrogenics or any of its Subsidiaries in respect of Taxes, or any matters under discussion with any Governmental Entity relating to Taxes asserted by any such authority which are reasonably likely to have a Hydrogenics Material Adverse Effect, individually or in the aggregate. No waivers of statutes of limitations have been given or requested with respect to Hydrogenics or any Subsidiary.

The corporate records and minute books of Hydrogenics and its Material Subsidiaries have been maintained in accordance with all applicable Laws, and the minute books of Hydrogenics are complete and accurate in all material respects. Financial books and records and accounts of Hydrogenics and its Material Subsidiaries in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years; (ii) are stated in reasonable detail and, in the case of its Material Subsidiaries, during the period of time when owned by Hydrogenics, accurately and fairly reflect the transactions and dispositions of assets of Hydrogenics and its Material Subsidiaries; and (iii) in the case of the Material Subsidiaries, during the period of time when owned by Hydrogenics, accurately and fairly reflect the basis for Hydrogenics’ consolidated financial statements.

Except as set forth in Schedule 3.20 to the Hydrogenics Disclosure Statement, there are no current contracts, commitments, agreements, arrangements or other transactions between Hydrogenics or any of its Subsidiaries on the one hand, and any (i) officer or director of Hydrogenics or any of its Subsidiaries, (ii) any holder of record or, to Hydrogenics’ knowledge, beneficial owner of five percent or more of the voting securities of Hydrogenics, or (iii) any affiliate or associate of any officer, director or beneficial owner, on the other hand.

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Hydrogenics has not received any written (or to the knowledge of Hydrogenics other) notice that any customer, supplier, distributor or sales representative intends to cancel, terminate or otherwise modify or not renew its relationship with Hydrogenics or any Subsidiary, and, to the knowledge of Hydrogenics, no such action has been threatened, which, in either case, individually or in the aggregate, would reasonably be expected to have a Hydrogenics Material Adverse Effect.

Hydrogenics is not aware of any pattern or series of claims against Hydrogenics or any of its Material Subsidiaries which reasonably could be expected to result in a generalized product recall relating to products sold by Hydrogenics or any of its Material Subsidiaries, including the Hydrogenics Products, regardless of whether such product recall is formal, informal, voluntary or involuntary.

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Except as set forth in Schedule 3.26 of the Hydrogenics Disclosure Schedule, there is no agreement, judgement, injunction, order or decree binding upon Hydrogenics or any Material Subsidiary that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of Hydrogenics or any Material Subsidiary, any acquisition of property by Hydrogenics or any Material Subsidiary or the conduct of business by Hydrogenics or any Material Subsidiary as currently conducted (including following the transaction contemplated by this Agreement) other than such agreements, judgements, injunctions, orders or decrees which would not, individually or in the aggregate, reasonably be expected to have a Hydrogenics Material Adverse Effect.

Neither Hydrogenics nor any of its Material Subsidiaries is in breach or default under any Material Contract to which it is a party or bound, nor does Hydrogenics have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in a Hydrogenics Material Adverse Effect. Neither Hydrogenics nor any Material Subsidiary of Hydrogenics knows of, or

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has received written notice of, any breach or default under (nor, to the knowledge of Hydrogenics, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Hydrogenics Material Adverse Effect. Prior to the date hereof, Hydrogenics has made available to the Company true and complete copies of all Material Contracts to which it or any of its Material Subsidiaries are a party or bound. There is no Subsidiary of Hydrogenics, other than a Material Subsidiary, which is a party to or bound by a Material Contract.

None of Hydrogenics, any of its Subsidiaries, or any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

Subject to Section 6.4, the representations and warranties of Hydrogenics contained in this Agreement shall not survive the completion of the Offer and shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Hydrogenics as set forth below, and acknowledges that Hydrogenics is relying upon these representations and warranties in connection with the entering into of this Agreement and the making of the Offer.

The Company is duly incorporated and validly existing under the CBCA and has full corporate power and authority to own its assets and conduct its business as now owned and conducted. The Company is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not, individually or in the aggregate, have a Company Material Adverse Effect. True and complete copies of the articles and by-laws of the Company have been delivered to Hydrogenics, and the Company has not taken any action to amend or supersede such documents.

The Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement (other than any Subsequent Acquisition Transaction) have been duly authorized by the Board of Directors and no other corporate proceedings on the part of the Company are

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necessary to authorize this Agreement. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable by Hydrogenics against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

The execution and delivery by the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer will not: (a) violate, conflict with or result in a breach of any provision of: (i) the constating documents of the Company or those of any of its Material Subsidiaries; (ii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit to which the Company or any of its Material Subsidiaries is a party or by which the Company or any of its Material Subsidiaries is bound; or (iii) any Law to which the Company or any of its Material Subsidiaries is subject or by which the Company or any of its Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or lien upon any of the Company’s assets or the assets of any of its Material Subsidiaries, except as disclosed in Schedule 4.3 to the Company Disclosure Statement or as would not, individually or in the aggregate, have a Company Material Adverse Effect. Other than in connection with or in compliance with applicable Laws and policies, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary for the consummation by the Company of its obligations under this Agreement or for the completion of the Offer not to cause or result in any loss of any rights or assets or any interest therein held by the Company or any of its Material Subsidiaries, except for such rights or assets or interest therein the loss of which would not, individually or in the aggregate, have a Company Material Adverse Effect.

4.4 Subsidiaries

The Company does not have Subsidiaries or any interests in any Person, other than those listed on Schedule 4.4 to the Company Disclosure Statement. Each Material Subsidiary of the Company is duly organized and is validly existing under the laws of its jurisdiction of incorporation or organization, has full corporate power and authority to own its assets and conduct its business as now owned and conducted by it and is duly qualified to carry on business in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a Company Material Adverse Effect. Except as set out on Schedule 4.4 to the Company Disclosure Statement, the Company beneficially owns, directly or indirectly, all of the issued and outstanding securities of each of its Subsidiaries. Except as set out in Schedule 4.4 to the Company Disclosure Statement, all of the outstanding shares in the capital of each of the Subsidiaries that is a corporation are: (i) validly issued, fully-paid and non-assessable and all such shares are owned free and clear of all pledges, security interests, liens, claims or encumbrances of any kind or nature whatsoever and (ii) are free of any other restrictions including any restriction on the right to vote, sell or otherwise dispose of the shares. In

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aggregate, the assets and revenues of the Subsidiaries of the Company other than the Company’s Material Subsidiaries represent less than 5% of the consolidated assets and consolidated revenues of the Company.

The Company and each of its Material Subsidiaries has complied and is in compliance with all applicable Laws, and each of the Company and its Material Subsidiaries has all licences, permits, orders or approvals of, and has made all required registrations with, any Governmental Entity that is required, in connection with the ownership of their respective assets or the conduct of their respective operations as presently carried on and each of them has fully complied with and is in compliance with all such licences, permits, orders, approvals and registrations, except, in each case, for failures which, individually or in the aggregate, would not have a Company Material Adverse Effect. None of the Company or any of its Material Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such licences, permits, orders, approvals or registrations, or of any intention of any Governmental Entity to revoke or refuse to renew any of such licences, permits, orders, approvals or registrations except in each case, for revocations or non-renewals which, individually or in the aggregate, would not have a Company Material Adverse Effect and, to the knowledge of the Company, except as disclosed in Schedule 4.5 to the Company Disclosure Statement, all such licences, permits, orders, approvals and registrations shall continue to be effective in order for the Company and its Material Subsidiaries to continue to conduct their respective businesses as they are currently being conducted. None of the Company or any of its Material Subsidiaries is in conflict with, or in default (including cross defaults) under or in violation of: (i) its articles or by-laws or equivalent organizational documents, or (ii) any agreement or understanding to which it or by which any of its properties or assets is bound or affected, except for failures which, individually or in the aggregate, would not have a Company Material Adverse Effect. No Person other than the Company or a Material Subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any of the licences, permits, orders, approvals or registrations referred to above.

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Other than the Options, the Company is not party to any shareholder, pooling, voting trust or other agreement relating to the issued and outstanding shares of the Company or any of its Material Subsidiaries which are not directly or indirectly wholly owned by the Company.

The Company is a Foreign Private Issuer and is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940. The Common Shares are not registered, or required to be registered, pursuant to Section 12 of the Exchange Act. Less than twenty-five percent of the Common Shares are held by “U.S. holders” as determined pursuant to Rule 14d-1(b) under the Exchange Act. The Company has not made an offering of securities registered under the 1933 Act.

The Company has filed with all applicable securities regulatory authorities, the TSX and all applicable self-regulatory organizations true and complete copies of the Company Public Documents that the Company is required to file therewith. The Company Public Documents at the time filed: (i) did not contain any untrue statement of a material fact or omit to state a

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material fact required to be stated therein necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the requirements of applicable Securities Laws. The Company has not filed any confidential material change report with the Ontario Securities Commission or any other securities authority or regulator or any stock exchange or other self-regulatory authority which at the date hereof remains confidential.

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Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for: (i) liabilities and obligations that are specifically disclosed on the audited balance sheet of the Company as of March 31, 2004 (the “Company Balance Sheet”) or in the notes thereto, and (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2004, that are not and would not, individually or in the aggregate with all other liabilities and obligations of the Company and its Subsidiaries (other than those disclosed on the Company Balance Sheet), reasonably be expected to have a Company Material Adverse Effect. Without limiting the foregoing, the Company Balance Sheet reflects reasonable reserves in accordance with Canadian GAAP for contingent liabilities relating to pending litigation and other contingent obligations of the Company and its Subsidiaries.

Except as disclosed in Schedule 4.12 to the Company Disclosure Statement, the Company and its Material Subsidiaries have title to all of their material properties and assets (including, without limitation, the Company Intellectual Property (as defined below), but excluding the Company Intellectual Property licensed to the Company and its Subsidiaries), free and clear of any material claims or encumbrances, and the Company’s and its Material Subsidiaries’ properties and assets are sufficient for the conduct of the Company’s business as now carried on or as contemplated by the Company to be carried on.

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Except as disclosed in Schedule 4.15 to the Company Disclosure Statement, there are no complaints, investigations, proceedings or actions, to the knowledge of the Company, pending or threatened by regulatory authorities of competent jurisdiction which involve allegations of non-compliance with applicable Laws or the Company Product Authorizations or the rules, policies or guidelines of such Governmental Entities or other regulatory authorities relating to the Company Products or the development, manufacture, sale or distribution of the Company Products (and the Company has no knowledge of any facts that would lead to such complaints, investigations, proceedings or actions) other than those which would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Material Subsidiaries have filed all required submissions, notices and reports required by such laws or regulatory rules, policies or guidelines for which the failure to file would have a Company Material Adverse Effect.

Except as disclosed or reflected in the Company’s Public Documents publicly available on SEDAR or in Schedule 4.16 to the Company Disclosure Statement, since March 31, 2004: (a) the Company and its Material Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice; (b) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to have a Company Material Adverse Effect has been incurred; (c) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Company Material Adverse Effect; (d) there has not been any change in the accounting practices used by the Company and its Subsidiaries; (e) except for ordinary course adjustments to non-executive employees, there has not been any increase in the salary, bonus, or other remuneration payable to any non-executive employees of any of the Company or its Subsidiaries; (f) there has not been any redemption, repurchase or other acquisition of Common Shares by the Company, or any

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declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Common Shares; (g) there has not been a material change in the level of accounts receivable or payable, inventories or employees; (h) there has not been any entering into, or an amendment of, any Material Contract other than in the ordinary course of business consistent with past practice; (i) there has not been any satisfaction or settlement or any claims or liabilities that were not reflected in the Company’s financial statements, other than the settlement of liabilities incurred in the ordinary course of business with affiliates consistent with past practice; and (j) there has not been any increase in the salary, bonus, or other remuneration payable to any officers or senior or executive officers of the Company or its Subsidiaries.

Except as disclosed in Schedule 4.17 to the Company Disclosure Statement, there is no claim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against or relating to the Company or any of its Subsidiaries, the business of the Company or any of its Subsidiaries or affecting any of their properties, assets or Company Products, including claims of adverse ownership, invalidity or opposition to or conflict with the Company Intellectual Property or that the use of the Company Intellectual Property in the business of the Company or its Subsidiaries or in any Company Product violates or infringes the Intellectual Property rights or other proprietary rights of any third party, before or by any court or governmental or regulatory authority or body which, if adversely determined, would have, or reasonably could be expected to have, a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement, nor to the Company’s knowledge are there any events or circumstances which could reasonably be expected to give rise to any such claim, action, proceeding or investigation (provided that the representation in this Section 4.17 shall not apply to claims, actions, proceedings, or investigations which may arise after the date of this Agreement which do not have a reasonable prospect of succeeding or, if successful, would not give rise to, nor reasonably be expected to give rise to, a Company Material Adverse Effect). Neither the Company nor any of its Subsidiaries is subject to any outstanding order, writ, injunction or decree which has had or is reasonably likely to have a Company Material Adverse Effect or which would prevent or materially delay consummation of the transactions contemplated by this Agreement.

The Company and each of its Subsidiaries has duly and in a timely manner filed all Tax Returns required to be filed by it, those Tax Returns were complete and correct in all respects and the Company and each of its Subsidiaries has paid, collected, withheld or remitted all Taxes which are due and payable by it on or before the date hereof and the Company has provided adequate accruals in accordance with Canadian GAAP in the most recently published financial statements of the Company for any Taxes for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns. Since such publication date, no liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business. Except as disclosed or reflected in the Company’s Public Documents, there are no actions, suits, proceedings, investigations or claims threatened against the Company or any of its Subsidiaries in respect of Taxes, or any matters under discussion with any Governmental Entity relating to Taxes asserted by any such authority which are reasonably likely to have a Company

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Material Adverse Effect, individually or in the aggregate. No waivers of statutes of limitations have been given or requested with respect to the Company or any Subsidiary.

The corporate records and minute books of the Company and its Material Subsidiaries have been maintained in accordance with all applicable Laws, and the minute books of the Company are complete and accurate in all material respects. Financial books and records and accounts of the Company and its Material Subsidiaries in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years; (ii) are stated in reasonable detail and, in the case of its Material Subsidiaries, during the period of time when owned by the Company, accurately and fairly reflect the transactions and dispositions of assets of the Company and its Material Subsidiaries; and (iii) in the case of the Material Subsidiaries, during the period of time when owned by the Company, accurately and fairly reflect the basis for the Company’s consolidated financial statements.

Except as set forth in Schedule 4.21 to the Company Disclosure Statement, there are no current contracts, commitments, agreements, arrangements or other transactions between the Company or any of its Subsidiaries on the one hand, and any (i) officer or director of the Company or any of its Subsidiaries, (ii) any holder of record or, to the Company’s knowledge, beneficial owner of five percent or more of the voting securities of the Company, or (iii) any affiliate or associate of any officer, director or beneficial owner, on the other hand.

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Except as set forth in Schedule 4.24 of the Company Disclosure Schedule, there is no agreement, judgement, injunction, order or decree binding upon the Company or any Material Subsidiary that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of the Company or any Material Subsidiary, any acquisition of property by the Company or any Material Subsidiary or the conduct of business by the Company or any Material Subsidiary as currently conducted (including following the transaction contemplated by this Agreement) other than such agreements, judgements, injunctions, orders or decrees which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Neither the Company nor any of its Material Subsidiaries is in breach or default under any Material Contract to which it is a party or bound, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any Material Subsidiary of the Company knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Prior to the date hereof, the Company has made available to Hydrogenics true and complete copies of all Material Contracts to which it or any of its Material Subsidiaries are a party or bound. No Subsidiary of the Company other than a Material Subsidiary is a party to or bound by a Material Contract.

The Company has not received any written (or to the knowledge of the Company other) notice that any customer, supplier, distributor or sales representative intends to cancel, terminate or otherwise modify or not renew its relationship with the Company or any Subsidiary, and, to the knowledge of the Company, no such action has been threatened, which, in either case, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

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The Company is not aware of any pattern or series of claims against the Company or any of its Material Subsidiaries which reasonably could be expected to result in a generalized product recall relating to products sold by the Company or any of its Material Subsidiaries, including the Company Products, regardless of whether such product recall is formal, informal, voluntary or involuntary.

None of the Company, any of its Subsidiaries, or any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

The Company has no shareholder rights plan or similar plan contemplated to be put in place by the Company.

Subject to Section 6.4, the representations and warranties of the Company contained in this Agreement shall not survive the completion of the Offer and shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5

The Company covenants and agrees that, prior to the earliest of: (i) the Effective Date and (ii) the Transition Date, unless Hydrogenics shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement:

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Notwithstanding the foregoing in this Section 5.1, with respect to any expenditures which have a monetary threshold expressed in this Section 5.1, the Company may exceed such expenditure threshold with the prior written consent of Hydrogenics, such consent not to be unreasonably withheld or delayed taking into account the Company’s past practices.

Hydrogenics covenants and agrees that, except as contemplated in this Agreement, until the Transition Date or the day upon which this Agreement is terminated, whichever is earlier:

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Hydrogenics covenants and agrees that if prior to the Expiry Date it becomes aware that any condition set out in Schedule A is unlikely to be satisfied or performed prior to the Expiry Date, it may, prior to such date, in accordance with applicable Laws, extend the period during which Common Shares may be deposited under the Offer.

ARTICLE 6

This Agreement may be terminated by notice in writing:

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This Agreement may not be amended except by written instrument signed by each of the Parties hereto.

At any time prior to the Effective Date, either Hydrogenics or the Company may: (a) extend the time for the performance of any of the obligations or other acts of the other Party; or (b) waive compliance with any of the agreements of the other Party or with any conditions to its own obligations, in each case only to the extent such obligations, agreements or conditions are intended for its benefit.

If this Agreement is terminated as provided in Section 6.1 (other than pursuant to Subsection 6.1(d), 6.1(e), 6.1(f) or 6.1(g)), there shall be no liability or further obligation on the part of any

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Party or any of their respective shareholders, officers or directors, except (i) as provided in Section 7.2, and (ii) for liability arising from a wilful breach of any covenant, representation or warranty in this Agreement or common law fraud, and any action with respect thereto must be commenced within six months of the date of termination. For greater certainty, if this Agreement is terminated pursuant to Subsections 6.1(d), 6.1(e), 6.1(f) or 6.1(g), this Subsection 6.4 shall not operate to limit or restrict the rights of a Party with respect to claims based upon the breach of the covenant, representation or warranty that resulted in the termination. In addition, where the Company elects to terminate this Agreement as a result of a Trigger Event as contemplated under Subsection 6.1(l), the Company will reimburse Hydrogenics for all out of pocket costs incurred directly or indirectly in respect of the Offer, including without limitation legal, accounting, printing and other third part costs relating to the negotiation and execution of this Agreement and the Lock-Up Agreement, performance of due diligence, seeking of Appropriate Regulatory Approvals and drafting, finalizing and mailing the Offering Circular, up to a maximum amount of $750,000, upon presentation of satisfactory evidence of such expenses.

ARTICLE 7

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If Hydrogenics does not make the Offer or withdraws the Offer or elects not to take up and pay for any Common Shares deposited under the Offer as a result of any one of the following:

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then the Company shall, forthwith after such event, pay to Hydrogenics, by way of certified cheque or wire transfer of immediately available funds, the sum of $3.5 million. For greater certainty, the Company shall not be obligated to make more than one payment under this Section 7.2 if one or more of the events specified therein occurs. Each Party acknowledges and agrees that, notwithstanding any other provision herein, upon payment of the amount of $3.5 million under this Section 7.2, Hydrogenics shall not be entitled to pursue any other remedy to which Hydrogenics may otherwise be entitled, and payment of the $3.5 million under this Section 7.2 shall be in lieu of any damages under any such other remedies and shall constitute payment of liquidated damages which are a genuine estimate of the damages which Hydrogenics would suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties.

ARTICLE 8

Subject to the conditions herein provided and to the fiduciary duties of the Board of Directors and the board of directors of Hydrogenics, each Party agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as is practicable the transactions contemplated by the Offer and this Agreement, including (i) the execution and delivery of such documents as the other Party may reasonably require and (ii) obtaining such information, documents including financial statements and reports of auditors, or consents required in connection with the preparation of the Offering Circular and the Directors’ Circular, and using reasonable commercial efforts to obtain all necessary waivers, consents and approvals, including without limitation those contemplated by Sections 3.2 and 4.2 and to effect all necessary registrations and filings, including, but not limited to, filings under applicable Laws and submissions of information requested by Governmental Entities. Each Party shall cooperate in all reasonable respects with the other Party in taking such actions.

Each Party shall give prompt notice to the others of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the earlier of the Effective Date and the termination of this Agreement; and (b) any failure of such Party, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Subject to the Confidentiality Agreement and applicable Laws, upon reasonable notice, each Party agrees to provide the other Party and its representatives with access during normal business hours from the date hereof and until the earlier of the Effective Date and the termination of this Agreement, to all books, records, information and files in its possession and control and access to its personnel on an as requested basis as well as access to its properties to the extent such information has been requested prior to the date of this Agreement and has not been provided (or

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relates to such information), or is otherwise relevant to the Agreement and is reasonably necessary for the purposes of securing all necessary regulatory approvals, integrating the businesses of the Parties and their Subsidiaries, the preparation and settlement of definitive documents, and/or the advancement of the Offer. Nothing in the foregoing shall require the Company or Hydrogenics or any of their respective Subsidiaries, to disclose information subject to a written confidentiality agreement, or competitively sensitive information. Any investigation by a Party hereto and its representatives shall not mitigate, diminish or affect the representations and warranties of the other Party contained in this Agreement or any document or certificate given pursuant hereto.

The provisions of the Confidentiality Agreement shall continue to apply notwithstanding the execution of this Agreement by the Parties or the announcement commencing the Offer.

Hydrogenics agrees that for the period from the Effective Date until six years after the Effective Date, Hydrogenics will cause the Company or any successor to the Company (including the successor resulting from the winding-up or liquidation or dissolution of the Company) to maintain the Company’s current directors’ and officers’ insurance policy or an equivalent policy subject in either case to terms and conditions no less advantageous to the directors and officers of the Company and its Subsidiaries than those contained in the policy in effect on the date hereof, for all present and former directors and officers of the Company, and its Subsidiaries, covering claims made prior to or within two years after the Effective Date. Hydrogenics also agrees that after the expiration of such six-year period it will use all commercially reasonable efforts to cause such directors and officers to be covered under Hydrogenics’ then existing directors and officers insurance policy, if any. Hydrogenics shall, and shall cause the Company (or its successor) to, indemnify the directors and officers of the Company and its Subsidiaries to the fullest extent to which Hydrogenics and the Company and its Subsidiaries are permitted to indemnify such officers and directors under their respective charter, by-laws, applicable Laws and contracts of indemnity.

Hydrogenics shall honour and comply in all material respects with the terms of the employment contracts listed on Schedule 4.13 to the Company Disclosure Statement.

Except as otherwise expressly provided in this Agreement, each Party shall pay its own expenses incurred in connection with this Agreement, the completion of the transactions contemplated hereby and/or the termination of this Agreement, irrespective of the completion of the transactions contemplated hereby.

All notices, requests, demands and other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for

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whom it is intended or delivered, or if sent by facsimile transmission, upon confirmation that such transmission has been properly effected, to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person. The date of receipt of any such notice or other communication if delivered personally shall be deemed to be the date of delivery thereof, or if sent by facsimile transmission the date of such transmission if sent on a business day, failing which it shall be deemed to have been received on the next business day.

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Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 8.8.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by registered mail to the addresses of the Parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against

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any Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

The provisions of Sections 8.5 and 8.6 are (i) intended for the benefit of all present and former directors, officers and employees of the Company and its Subsidiaries, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such persons and his or her heirs, executors, administrators and other legal representatives (collectively, the “Third Party Beneficiaries”) and the Company shall hold the rights and benefits of Sections 8.5 and 8.6 in trust for and on behalf of the Third Party Beneficiaries and the Company hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the Third Party Beneficiaries, and (ii) are in addition to, and not in substitution for, any other rights that the Third Party Beneficiaries may have by contract or otherwise.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[The remainder of this page is intentionally left blank.]

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     IN WITNESS WHEREOF the Parties have executed this Agreement.

[Signature page to Support Agreement dated November 10, 2004]

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SCHEDULE A

CONDITIONS OF THE OFFER

Subject to the provisions of the Agreement, Hydrogenics shall have the right to withdraw the Offer and shall not be required to take up, purchase or pay for, and shall have the right to extend the period of time during which the Offer is open and postpone taking up and paying for, any Common Shares deposited under the Offer unless all of the following conditions are satisfied or waived by Hydrogenics at or prior to the Expiry Time:

The foregoing conditions are for the exclusive benefit of Hydrogenics and may be asserted by Hydrogenics regardless of the circumstances giving rise to any such condition. Hydrogenics may, in Hydrogenics’ sole discretion, waive any of the foregoing conditions, in whole or in part, at any time and from time to time, both before and after the Expiry Time, without prejudice to any other rights which Hydrogenics may have, provided that Hydrogenics may not waive the Minimum Tender Condition without the prior written consent of the Company. The failure by Hydrogenics at any time to exercise any of the foregoing rights will not be deemed to be a waiver of any such right and each such right shall be deemed to be an ongoing right which may be asserted at any time and from time to time.

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