Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2015.

Commission File Number: 000-31815

HYDROGENICS CORPORATION - CORPORATION HYDROGENIQUE

(Translation of registrant's name into English)

220 Admiral Boulevard, Mississauga, Ontario, L5T 2N6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ ] Form 40-F [x]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

EXHIBIT LIST

Exhibit		Description

99.1		Material Change Report dated May 12, 2015
99.2		Warrant Purchase Agreement dated May 6, 2015
99.3		Loan Agreement dated May 6, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HYDROGENICS CORPORATION - CORPORATION HYDROGENIQUE
Date: May 14, 2015	By:	/s/ ROBERT MOTZ Name: Robert Motz Title: Chief Financial Officer

Exhibit 99.1

FORM 51-102F3

Material Change Report

Item 1

Name and Address of Company

Hydrogenics Corporation (“Hydrogenics”)

220 Admiral Boulevard

Mississauga, Ontario L5T 2N6

Item 2

Date of Material Change

May 7, 2015

Item 3

Press Release

Hydrogenics issued and disseminated press releases via GlobeNewswire on May 6, 2015 and May 8, 2015 and posted those press releases on Hydrogenics’ website at www.hydrogenics.com. The press releases are attached as Schedule “A”.

Item 4

Summary of Material Change

On May 6, 2015, Hydrogenics announced that it had entered into a binding agreement with a syndicate of lenders led by Cinnamon Investments Limited for an 18 month US$7.5 million loan facility. As consideration for providing the loan facility, Hydrogenics granted the lenders a total of 250,000 share purchase warrants. On May 7, 2015, Hydrogenics announced that it had successfully completed the closing of the loan facility and issued the warrants to the lenders.

Item 5

Full Description of Material Change

On May 6, 2015, Hydrogenics announced that it had entered into a binding agreement with a syndicate of lenders (the “Lenders”) led by Cinnamon Investments Limited for an 18 month US$7.5 million loan facility (the “Loan”) with quarterly interest payments calculated at an 11% annual interest rate. The Loan matures on November 7, 2016. Hydrogenics intends to use the net proceeds from the Loan primarily for manufacturing expansion and general corporate purposes.

As additional consideration for providing the Loan, the Lenders were granted a total of 250,000 share purchase warrants (the “Warrants”). Each Warrant is exercisable for one common share of Hydrogenics at an exercise price of US$15.00 per common share, subject to adjustment in certain circumstances for dilutionary events. The Warrants are non-transferrable and will expire at 5:00 p.m. (Eastern time) on May 6, 2019.

On May 8, 2015, Hydrogenics announced that it had successfully completed the closing of the Loan, including the issuance of the Warrants to the Lenders.

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

No information required to be disclosed in this report has been omitted on the basis that it is confidential information.

Item 8

Executive Officer

For further information, contact:

Bob Motz, Chief Financial Officer

Hydrogenics Corporation

220 Admiral Boulevard

Mississauga, Ontario L5T 2N6

Telephone: (905) 361-3660

Fax: (905) 361-3626

Item 9

Date of Report

May 12, 2015

SCHEDULE “A”

PRESS RELEASES

Hydrogenics Announces Agreement on Debt Facility

MISSISSAUGA, Ontario, May 6, 2015 (GLOBE NEWSWIRE) -- Hydrogenics Corporation (Nasdaq:HYGS) (TSX:HYG) (the "Company" or "Hydrogenics"), a leading developer and manufacturer of hydrogen generation and hydrogen-based power modules, today announced that it has entered into a binding agreement with a syndicate of lenders led by Cinnamon Investments Limited for an 18 month, US$7.5 million loan facility.

"As we look forward toward growing demand from our customers, we need to increase our manufacturing throughput and working capital base. At this stage of our development we believe that a short term debt facility better fits the requirements of our business," said Daryl Wilson, President & CEO of Hydrogenics.

The facility, which is expected to close within two business days, is structured as an 18 month term loan with quarterly interest payments calculated at an 11% annual interest rate.

As consideration for providing the loan facility, the lenders will be granted 250,000 share purchase warrants. Each warrant will be exercisable for one common share of Hydrogenics at an exercise price of US$15.00 per common share. The warrants will be non-transferrable and will expire four years from the date of closing.

Origin Merchant Securities Inc. acted as advisors to Hydrogenics on the loan facility.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The securities will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold into the United States absent registration or an exemption from registration. The securities have not been and will not be qualified for sale by way of a prospectus under Canadian securities laws.

About Hydrogenics

Hydrogenics Corporation (www.hydrogenics.com) is a world leader in engineering and building the technologies required to enable the acceleration of a global power shift. Headquartered in Mississauga, Ontario, Hydrogenics provides hydrogen generation, energy storage and hydrogen power modules to its customers and partners around the world. Hydrogenics has manufacturing sites in Germany, Belgium and Canada and service centres in Russia, Europe, the US and Canada.

Forward-looking Statements

This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, and under applicable Canadian securities law. These statements are based on management's current expectations and actual results may differ from these forward-looking statements due to numerous factors, including: our inability to increase our revenues or raise additional funding to continue operations, execute our business plan, or to grow our business; inability to address a slow return to economic growth, and its impact on our business, results of operations and consolidated financial condition; our limited operating history; inability to implement our business strategy; fluctuations in our quarterly results; failure to maintain our customer base that generates the majority of our revenues; currency fluctuations; failure to maintain sufficient insurance coverage; changes in value of our goodwill; failure of a significant market to develop for our products; failure of hydrogen being readily available on a cost-effective basis; changes in government policies and regulations; failure of uniform codes and standards for hydrogen fuelled vehicles and related infrastructure to develop; liability for environmental damages resulting from our research, development or manufacturing operations; failure to compete with other developers and manufacturers of products in our industry; failure to compete with developers and manufacturers of traditional and alternative technologies; failure to develop partnerships with original equipment manufacturers, governments, systems integrators and other third parties; inability to obtain sufficient materials and components for our products from suppliers; failure to manage expansion of our operations; failure to manage foreign sales and operations; failure to recruit, train and retain key management personnel; inability to integrate acquisitions; failure to develop adequate manufacturing processes and capabilities; failure to complete the development of commercially viable products; failure to produce cost-competitive products; failure or delay in field testing of our products; failure to produce products free of defects or errors; inability to adapt to technological advances or new codes and standards; failure to protect our intellectual property; our involvement in intellectual property litigation; exposure to product liability claims; failure to meet rules regarding passive foreign investment companies; actions of our significant and principal shareholders; dilution as a result of significant issuances of our common shares and preferred shares; inability of US investors to enforce US civil liability judgments against us; volatility of our common share price; and dilution as a result of the exercise of options. Readers should not place undue reliance on Hydrogenics' forward-looking statements. Investors are encouraged to review the section captioned "Risk Factors" in Hydrogenics' regulatory filings with the Canadian securities regulatory authorities and the US Securities and Exchange Commission for a more complete discussion of factors that could affect Hydrogenics' future performance. Furthermore, the forward-looking statements contained herein are made as of the date of this release, and Hydrogenics undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, unless otherwise required by law. The forward-looking statements contained in this release are expressly qualified by this.

CONTACT: Investor Contacts: Bob Motz, Chief Financial Officer (905) 361-3660 investors@hydrogenics.com Chris Witty Hydrogenics Investor Relations (646) 438-9385 cwitty@darrowir.com

Hydrogenics Announces Closing of Debt Facility

MISSISSAUGA, Ontario, May 8, 2015 (GLOBE NEWSWIRE) -- Hydrogenics Corporation (Nasdaq:HYGS) (TSX:HYG) (the "Company"), a leading developer and manufacturer of hydrogen generation and hydrogen-based power modules, today announced that it has successfully completed the closing of its previously announced US$7.5 million loan facility ("the Facility") with a syndicate of lenders led by Cinnamon Investments Limited, including the issuance to the lenders of 250,000 share purchase warrants. Each warrant is exercisable for one common share of the Company at an exercise price of US$15.00 per common share.

The Company intends to use its net proceeds from the Facility primarily for manufacturing expansion and general corporate purposes.

Origin Merchant Securities Inc. acted as advisors to the Company on the Facility.

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company's securities, nor shall there be any sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Hydrogenics

Forward-looking Statements

CONTACT: Investor Contacts: Bob Motz, Chief Financial Officer (905) 361-3660 investors@hydrogenics.com Chris Witty Hydrogenics Investor Relations (646) 438-9385 cwitty@darrowir.com

Exhibit 99.2

WARRANT PURCHASE AGREEMENT

This WARRANT PURCHASE AGREEMENT (this “Agreement”) dated as of May 6, 2015 (the “Effective Date”), is between HYDROGENICS CORPORATION a Canada Corporation (the “Company”), and CINNAMON INVESTMENTS LIMITED, an Ontario Corporation (“Cinnamon”), BRIDGECORP CANADA INC., an Ontario Corporation (“Bridgecorp”), and ORIGIN MERCHANT PRINCIPALS FUND LP, an Ontario limited partnership (“Origin”) (Cinnamon, Bridgecorp and Origin are sometimes referred to herein individually as a “Subscriber” and collectively as the “Subscribers”).

R E C I T A L S:

The Company and the Subscribers are party to that certain Loan Agreement, of even date herewith, pursuant to which the Subscribers are providing the Company with a loan in the aggregate principal amount of US$7,500,000 (the “Loan Agreement”).

As an inducement for the Subscribers to enter into the Loan Agreement, the Company wishes to issue to the Subscribers an aggregate of 250,000 share purchase warrants (the “Warrants”), which entitles each holder thereof, subject to the terms and conditions set forth in the warrant certificate, which will be in the form attached hereto as Exhibit A (the “Warrant Certificate”), to purchase from the Company one common share (a “Common Share”) of the Company (subject to adjustment in accordance with the terms of the Warrant Certificate). The Subscribers wish to subscribe for the Warrants from the Company on such terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Agreement and the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Reference is hereby made to the Loan Agreement. Unless the context otherwise requires, all terms used in this Agreement which are defined in the Loan Agreement and not otherwise defined herein, when used herein, shall have the meanings assigned to such terms in the Loan Agreement. All references herein to any Loan Document, or other document or instrument refer to the same as from time to time amended, supplemented or restated.

2. Issuance of the Warrants. On and subject to the terms of the Loan Agreement, at the time of the Advance, the Company agrees to issue an aggregate of 250,000 Warrants to the Subscribers, of which Cinnamon will be issued 150,000, Bridgecorp will be issued 66,667, and Origin will be issued 33,333. The Warrants will be represented by a Warrant Certificate issued to each Subscriber in the form attached hereto as Exhibit A.

3. Deliveries. On or before the delivery of the Warrant Certificates to the Subscribers, the Company shall deliver to the Agent on behalf of the Subscribers, the following:

(a) Resolutions of the Directors of the Company certified by an authorized officer which (i) authorize the issuance of the Warrants to the Subscribers pursuant to and in accordance with the terms of the Warrant Agreement and the Warrant Certificates, (ii) reserve for issuance to the holders of the Warrants upon exercise of the Warrants and payment in full to the Company of the exercise price thereunder up to 250,000 Common Shares, or such greater number of Common Shares as the Warrants may be exercisable for from time to time in accordance with the terms of the Warrant Certificates and (iii) authorize the execution, delivery of, and performance by the Company of its obligations pursuant to, the Warrant Certificates and this Agreement; and

(b) An opinion of counsel for the Company, addressed to the Subscribers, in the form of the opinion attached as Schedule 5.1(m) to the Loan Agreement.

4. Representations, Warranties, Acknowledgments and Covenants of the Company. The Company represents, warrants, acknowledges and covenants to the Subscribers (and acknowledges that the each of the Subscribers is relying thereon), both at the date hereof and at the time the Warrants are issued, that:

(a)	The Company is a corporation incorporated, organized and existing under the laws of Canada and is in good standing under such laws.

(b)

The execution, delivery and performance by the Company of this Agreement and the Warrant Certificates and the consummation of the transactions contemplated hereby and thereby, and the issue of the Common Shares issuable upon exercise of the Warrants, have been duly authorized by all necessary action on the part of the Company.

(c)

The Company has authorized and has reserved and covenants to continue to reserve a sufficient number of its authorized but unissued Common Shares to effect the issuance of the Common Shares upon the exercise of the Warrants. Any Common Shares issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the “Warrant Shares”.

(d)

The execution, delivery and performance by the Company of this Agreement in accordance with its terms and the completion of the transactions contemplated hereby, including the issuance of the Warrants in accordance with its terms, and the issuance of the Warrant Shares issuable upon exercise of the Warrants, when issued and paid for and otherwise in accordance with the terms of the Warrant Certificates, (i) assuming, in respect of the issuance of the Warrant Shares as the aforesaid, that all consents, filings, approvals and actions as are required under applicable securities laws and the rules of the Toronto Stock Exchange and NASDAQ Global Market have been obtained, made or taken (and the Company hereby covenants and agrees to obtain, make or take all such consents, filings, approvals and actions), do not and will not result in a violation of any law, regulation, order or ruling applicable to the Company, and, (ii) do not and will not constitute a breach of or default under any agreement to which the Company is a party or by which it is bound.

(e)

This Agreement and the Warrant Certificates constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or effecting the enforcement of creditor’s rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other actual remedies.

(f)

The Warrant Shares to be issued upon exercise of the Warrants, when issued and paid for in accordance with the terms of the Warrant Certificates, will be validly issued, fully paid and non-assessable Common Shares, free of restrictions on transfer other than restrictions under applicable securities laws, and, assuming the accuracy of the representations of the Subscribers in Section 5 and the compliance by the Subscribers with the covenants in Section 5, will be issued in compliance with all applicable securities laws.

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(g)

The Company is a reporting issuer in the Province of Ontario, is in compliance in all material respects with the applicable securities legislation of Ontario and the rules, regulations and written and published policies thereunder, and has not been placed in default on the Reporting Issuers List published by the Ontario Securities Commission.

5. Securities Compliance.

(a)	The Company shall file the requisite Form 45-106F1 pursuant to the Securities Act (Ontario) with the Ontario Securities Commission (the “OSC”) and any similar forms required to be filed under the securities laws of any other province or territory of Canada.

(b)

Each Subscriber acknowledges that the Company is relying upon the truth and accuracy of the representations, warranties, acknowledgments and covenants of the Subscriber set forth herein in order to determine the applicability of United States, Canadian, state and provincial securities laws, including exemptions, and the suitability of the Subscriber to acquire the Warrants and the Warrant Shares.

(c)

If the Subscriber is resident in the Province of Ontario, the Subscriber is hereby notified by the Company that: (i) the Company is required to provide information (“personal information”) pertaining to the Subscriber required to be disclosed in Schedule I of Form 45-106F1 under National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”) (including the Subscriber’s name, address, telephone number and the number of Warrants subscribed for), which Form 45-106F1 is required to be filed by the Company under NI 45-106, (ii) the personal information will be delivered to the OSC in accordance with NI 45-106, (iii) such personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation, (iv) such personal information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario, and (v) the public official in Ontario who can answer questions about the OSC’s indirect collection of such personal information is the Administrative Support Clerk at the OSC, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, Telephone: (416) 593-8314. By executing this Agreement, the Subscriber hereby authorizes the indirect collection of such personal information by the OSC.

(d)

The Warrants and the Warrant Shares may not be transferred or assigned in whole or in part without compliance by the transferor and the transferee with applicable securities laws and the rules, instruments and policies of any applicable securities regulatory authority or stock exchange. The Warrant Certificate, any replacement Warrant Certificate or other security certificate issued upon exercise of the Warrants will include the following legends:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE.]

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THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AND THE APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

Any Common Share certificate issued upon exercise of the Warrants will include the following legends:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE.]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.

Upon expiry of the conditions requiring such legends, the Company shall, at the request of and at no cost to the Subscriber, replace any Common Share certificate bearing such legends with a Common Share certificate not bearing such legends.

6. Representations, Warranties, Acknowledgments and Covenants of the Subscribers. Each Subscriber, severally, with respect to itself only and not with respect to any other Subscriber, represents, warrants, acknowledges and covenants to the Company (and acknowledges that the Company is relying thereon), both at the date hereof and at the time the Warrants are issued, that:

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(a)

this Subscription Agreement and the Exhibits attached hereto require the Subscriber to provide certain personal information to the Company. Such information is being collected by the Company for the purposes of completing the subscription, which includes, without limitation, determining the Subscriber’s eligibility to subscribe for the Warrants under applicable securities legislation, preparing and registering certificates representing Warrants to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. The Subscriber’s personal information may be disclosed by the Company to: (a) stock exchanges or securities regulatory authorities; (b) the Company’s registrar and transfer agent; and (c) any of the other parties involved in the subscription including legal counsel and may be included in record books in connection with the subscription. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the subscription; and

(b)

it has been independently advised as to restrictions with respect to trading in the Warrants and the Warrant Shares imposed by applicable securities legislation in the jurisdiction in which it resides, confirms that no representation (written or oral) has been made to it by or on behalf of the Company with respect thereto, acknowledges that it is aware of the characteristics of the Warrants and the Warrant Shares, the risks relating to an investment therein and of the fact that it may not be able to resell the Warrants or the Warrant Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable restricted period and compliance with the other requirements of applicable law; and

(c)

it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, prospectus, sales or advertising literature or any other document describing or purporting to describe the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Warrants; and

(d)

it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the distribution of the Warrants; and

(e)

it is subscribing for the Warrants as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Warrants or the Warrant Shares, it is resident in or otherwise subject to applicable securities laws of the jurisdiction set out in the “Address for Notices” on the signature page hereof and it is an “accredited investor”, as such term is defined in NI 45-106, it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106, and it has concurrently executed and delivered a Representation Letter in the form attached as Exhibit B to this Agreement and specifically represents and warrants that one or more of the categories set forth in Appendix A attached to the Representation Letter correctly, and in all respects, describes the Subscriber, and will describe the Subscriber as at the time the Warrants are issued, and the Subscriber has so indicated by initialing or placing a check mark beside the category or categories in such Appendix A which so describes it; and

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(f)	it acknowledges that:

(i)	no securities commission, other regulatory authority or stock exchange has reviewed or passed on the merits of the Warrants or the Warrant Shares; and

(ii)	there are risks associated with the subscription for the Warrants and the Warrant Shares; and

(iii)

it is aware that the Warrants are not and will not be listed on any stock exchange or quoted on any quotation and trade reporting system and the Warrants are not transferable except with the prior written consent of the Company; and

(iv)

the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and, as a consequence of acquiring Warrants pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Ontario) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and

(v)

the certificate evidencing the Warrants and the Warrant Shares which shall be issued will bear a legend referring to the applicable restrictions on resale and neither the Company nor any transfer agent of the Company will register any transfer of such Warrants or Warrant Shares not made in compliance with such restrictions on resale; and

(g)	it confirms that neither the Company, nor any of its directors, officers, employees or representatives, have made any representations (oral or written) to the Subscriber:

(i)	that any person will resell or repurchase the Warrants or the Warrant Shares; or

(ii)	as to the future price or value of the Warrants or the Warrant Shares; and

(h)

it is aware that the Warrants and the Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) or the securities laws of any state and that these securities may not be offered or sold, directly or indirectly, and the Warrants may not be exercised, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and the applicable laws of all applicable states or an exemption from such registration requirements is available and it acknowledges that the Company has no intention of filing a registration statement under the U.S. Securities Act in respect of the Warrants or the Warrant Shares; and

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(i)

the Warrants and the Warrant Shares have not been offered to the Subscriber in the United States, and the individuals making the order to subscribe for the Warrants and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Agreement was executed and delivered; and

(j)

it is not a U.S. Person (as defined in Regulation S under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or Company organized or incorporated under the laws of the United States) and is not acquiring, and will not acquire, the Warrants and the Warrant Shares on behalf of, or for the account or benefit of, a person in the United States or a U.S. Person; and

(k)

it undertakes and agrees that it will not offer or sell the Warrants or the Warrant Shares in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that it will not resell the Warrants and the Warrant Shares, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules; and

(l)

if a corporation, partnership, unincorporated association or other entity, it has been duly incorporated or created, as the case may be, and is valid and subsisting under the laws of its jurisdiction of incorporation or creation, it has the legal capacity to enter into and be bound by this Agreement and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained; and

(m)	this Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and

(n)

it is knowledgeable, sophisticated and experienced in financial and business affairs so as to be capable of evaluating the merits and risks of its investment and fully understands the characteristics of the Warrants and the Warrant Shares and it is able to bear the economic risk of loss of its entire investment; and

(o)	except for the representations and warranties expressly made by the Company in the Loan Agreement, it has relied solely upon publicly available information relating to the Company and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Company; and

(p)

if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Company in filing, such reports, undertakings and other documents with respect to the issue of the Warrants and the Warrant Shares including, without limitation, a Representation Letter in the form attached as Exhibit B.

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7. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of the Subscribers and the Company and their respective successors and assigns, except that neither Company nor the Subscribers may assign or transfer any of their respective rights or obligations under this Agreement without the prior written consent of the Subscribers or the Company, respectively.

8. Survival. All representations and warranties made in this Agreement or in any document, statement, or certificate furnished in connection with this Agreement shall survive the execution and delivery of this Agreement, and no investigation by the Company, or the issuance of the Warrants shall affect the representations and warranties or the right of the Company to rely upon them.

9. Amendment. The provisions of this Agreement may be amended or waived only by an instrument in writing signed by all the parties hereto.

10. Governing Law; Venue. This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable laws of the Canada. This agreement has been entered into in Ontario, and it shall be performable for all purposes in Ontario. Any action or proceeding under or in connection with this Agreement may be brought in any court having jurisdiction in the Province of Ontario.

11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12. Severability. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision held to be invalid or illegal.

13. Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

14. No Oral Agreements. This written agreement, and the instruments and documents executed in connection herewith, represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

COMPANY:

HYDROGENICS CORPORATION,

a Canada corporation

By: “Daryl C.F. Wilson”

________________________________

Daryl C.F. Wilson

President and Chief Executive Officer

Address for Notices:

220 Admiral Boulevard

Mississauga, ON L5T 2N6

Phone: (905) 361-3660

Attention: Bob Motz

Chief Financial Officer

SUBSCRIBERS:

CINNAMON INVESTMENTS LIMITED,

an Ontario corporation

By: “Patrick W. E. Hodgson”

________________________________

Patrick W. E. Hodgson

President

Address for Notices:

[REDACTED – PERSONAL INFORAMTION]

BRIDGECORP CANADA INC.,

an Ontario corporation

By: “Jason Chapnik”

________________________________

Jason Chapnik

President

Address for Notices:

[REDACTED – PERSONAL INFORAMTION]

ORIGIN MERCHANT PRINCIPALS FUND LP, an Ontario limited partnership, acting by its General Partner, Origin Capital GP Inc.

By: “Jason Meloche”

________________________________

James Meloche

President

Address for Notices:

[REDACTED – PERSONAL INFORAMTION]

EXHIBIT A

FORM OF WARRANT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE.]

THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE WILL BE VOID AND OF NO VALUE IF NOT EXERCISED PRIOR TO 5:00 P.M. (EASTERN TIME) ON n, 2019.

WARRANT CERTIFICATE

HYDROGENICS CORPORATION

(Incorporated under the laws of Canada)

Void After

_____, 2019

WARRANT CERTIFICATE NO.___

________________ WARRANTS, entitling the holder to acquire, subject to adjustment set forth herein, one (1) Common Share for each whole Warrant represented hereby.

THIS CERTIFIES that, for value received, __________________________ (the “Holder”), is the registered holder of _______________________ common share purchase warrants (the “Warrants”), each of which entitles the Holder, subject to the terms and conditions set forth in this Warrant Certificate, to purchase from HYDROGENICS CORPORATION (the “Company”), one common share (a “Common Share”) (subject to adjustment in accordance with Sections 11 and 12, if applicable), at any time until 5:00 p.m. (Eastern time) on the ____day of ______, 2019 (the “Expiry Time”) at which time the Warrants represented hereby shall become wholly void and the unexercised portion of the subscription right represented hereby will expire and terminate.

The above provisions are subject to the following:

Expiry Time All Warrants represented by this Warrant Certificate shall be exercisable at any time from the date hereof until the Expiry Time, after which all rights evidenced hereby shall be void and of no further value or effect. Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase Common Shares at any time after the Expiry Time.

2.	Exercise Price The exercise price per Common Share shall be US $15.00 per Common Share (the “Exercise Price”) (subject to adjustment in accordance with Sections 11 and/or 12, if applicable).

Exercise of Warrants The Warrants may be exercised, in whole or in part, and in any event, prior to the Expiry Time by the Holder completing the subscription form attached hereto as Schedule A and made a part hereof and delivering same to the principal office of the Company, 220 Admiral Boulevard, Mississauga, Ontario L5T 2N6 (the “Principal Office”), together with this Warrant Certificate and a sum payable to the order of the Company or as the Company may direct, in the amount of the aggregate Exercise Price for the Warrants to be exercised. The Company shall notify the Holder in writing, within five business days, of any change of address of the Principal Office.

4.	Payment The Common Shares subscribed for upon exercise of the Warrants must be paid in full at the time of subscription, by cash, certified cheque, money order, bank draft or wire transfer of immediately available funds to or to the order of the Company or as the Company may direct.

5.	Share Certificates

Upon compliance with the conditions as aforesaid, the Company will cause to be issued to the Holder the number of fully paid and non-assessable Common Shares issuable upon exercise of the Warrants so exercised and such Holder shall be deemed upon presentation and payment as aforesaid to be the holder or holders of record of such Common Shares.

b)	The Company will cause to be mailed or delivered to the Holder at the address or addresses specified in the subscription form:

a.	certificate or certificates evidencing the number of Common Shares issued upon exercise of the Warrants; or

b.	evidence that such Holder’s interest in Common Shares issued upon exercise of the Warrants has been registered in the book-based system of CDS Clearing and Depository Services Inc. or its successor,

within (i) five business days after the Holder has complied with the aforesaid conditions, with respect to all Common Shares issuable upon exercise of the Warrants other than the Holder’s Pro Rata Share (as defined below) of the GM Pre-Emptive Shares (as defined below), and (ii) fourteen business days after the Holder has complied with the aforesaid conditions, with respect to the Holder’s Pro Rata Share of the GM Pre-Emptive Shares, unless the Company has elected to pay the Substituted Cash Amount. For the purposes of this Agreement, the Holder’s “Pro Rata Share” at any time shall be the percentage calculated by dividing the number of Warrants held by the Holder at such time by the number of Aggregate Warrants (as defined below) outstanding at that time.

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The Holder acknowledges that the Company is, as at the Warrant Original Issue Date, a party to a Governance Agreement dated October 16, 2001 between the Company and General Motors Corporation (now General Motors Holding LLC (“GM”)) under which the Company has granted GM certain rights with respect to issuances of equity securities by the Company as set out in Article 5 thereof (the “GM Pre-Emptive Right”). The Company shall, within two business days of receiving from the Holder all deliverables required under Section 3 hereof to effect the exercise of the Warrants, deliver a notice to GM, if required, specifying the terms and conditions of the proposed issuance of Common Shares to the Holder upon exercise of the Warrants, including the number of Common Shares that GM would be entitled to purchase under the GM Pre-Emptive Right (the “GM Pre-Emptive Shares”). If GM exercises the GM Pre-Emptive Right, the Company may, at its sole option, reduce the number of Common Shares otherwise issuable to the Holder upon exercise of the Warrants by the Holder’s Pro Rata Share of the number of Common Shares to be issued to GM under the GM Pre-Emptive Right (the “Substituted Shares”), in which case the Company shall pay to the Holder, in lieu of the Substituted Shares, a cash payment per Substituted Share in the amount of the Market Price of the Common Shares on the date the Warrants are exercised (the “Substituted Cash Amount”).

Fractional Warrants The Company shall not be required to issue any fraction of a Common Share upon exercise of any Warrants; provided, that, if more than one Warrant shall be exercised hereunder at one time by the same Holder, the number of full Common Shares which shall be issuable upon exercise thereof shall be computed on the basis of all Warrants so exercised, and shall include the aggregation of all fractional Common Shares issuable upon exercise of such Warrants. If after giving effect to the aggregation of all Common Shares (and fractions thereof) issuable upon exercise of Warrants by the same Holder at one time as set forth in the previous sentence, any fraction of a Common Share would, except for the provisions of this Section 6, be issuable on the exercise of any Warrant or Warrants, the Holder shall not be entitled to any cash payment or compensation in lieu of such fractional Common Share.

7.	No U.S. Registration The Holder hereby acknowledges that the Warrants represented hereby and the Common Shares issuable hereunder have not been and will not be registered under the U.S. Securities Act, as amended, or the securities laws of any state of the United States.

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8.	Exercise in Whole or in Part The Warrants may be exercised in whole or in part prior to the Expiry Time and, if exercised in part, the Company shall issue another certificate, without charge, evidencing the remaining unexercised, unexpired Warrants.

9.	No Rights of Shareholder Until Exercise This certificate and the Warrants represented hereby do not confer any rights of a shareholder on the Holder (including any right to vote at, receive notice of, or attend meetings of shareholders or the right to receive dividends or other distributions).

10.

Transferability The Warrants may not be transferred or assigned in whole or in part without the prior written consent to such transfer by the Company, such consent not to be unreasonably withheld or unduly delayed. The Warrants and the Common Shares issuable upon exercise of the Warrants may not be transferred or assigned in whole or in part without compliance by the transferor and the transferee with applicable securities laws and the rules, instruments and policies of any applicable securities regulatory authority or stock exchange. Any replacement Warrant Certificate shall contain the same legends as this Warrant Certificate. Any Common Share certificate issued upon exercise of the Warrants will include the following legends:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE.]

Upon expiry of the conditions requiring such legends, the Company shall, at the request of and at no cost to the Holder, replace any Common Share certificate bearing such legends with a Common Share certificate not bearing such legends.

11.	Adjustments

Stock Dividend, Consolidation or Subdivision. If the Company at any time during the period commencing on the date of issue of the Warrants and ending at the Expiry Time (the “Adjustment Period”) issues to holders of all or substantially all the outstanding Common Shares a dividend payable solely in, or other distribution solely of, Common Shares (a “Stock Dividend”), the Exercise Price in effect at the close of business on the record date for such dividend or distribution shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the number of Common Shares outstanding at the close of business on such record date divided by (y) the sum of such number of Common Shares and the total number of Common Shares constituting such dividend or other distribution. In the event that a Stock Dividend contemplated by this Subsection 11a) is not made, the Exercise Price then in effect shall be readjusted, effective as of the date when the Board of Directors of the Company determines not to make such Stock Dividend to the Exercise Price that would then be in effect upon exercise of the Warrants if such record date had not been fixed. If the Company at any time subdivides or combines (by stock split, reverse stock split, recapitalization or otherwise) the outstanding Common Shares into a greater or smaller number of Common Shares, the Exercise Price in effect immediately prior to the time of effectiveness of such subdivision or combination shall be adjusted at such time of effectiveness to the price determined by multiplying such Exercise Price by the quotient of (x) the number of Common Shares outstanding immediately prior to such time of effectiveness divided by (y) the number of Common Shares outstanding at the time of effectiveness of and after giving effect to such subdivision or combination. In any such event referred to in this Subsection 11a), the number of Common Shares issuable upon exercise of each Warrant as in effect immediately prior to the Exercise Price adjustment contemplated by the foregoing shall be adjusted immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to such Exercise Price adjustment divided by (y) the Exercise Price determined in accordance with such Exercise Price adjustment.

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Reorganization, Consolidation, Amalgamation, etc. If the Company at any time during the Adjustment Period (i) reorganizes, consolidates, amalgamates, merges or effects a plan of arrangement with any other body corporate (other than a reorganization, consolidation, amalgamation, merger or plan of arrangement that does not result in any reorganization or reclassification of the outstanding Common Shares or a change of the Common Shares into Other Securities or other property), (ii) completes a sale of all or substantially all of its shares to another arm’s length person, or (iii) reorganizes or reclassifies its Common Shares into Other Securities (each of (i), (ii) and (iii), a “Reorganization”), then upon exercise of the Warrants and payment of the Exercise Price at any time following such event, the Holder shall receive in lieu of Common Shares, such number or amount of Other Securities or other property (including cash) as the Holder would have received if the Holder had exercised the Warrants hereunder immediately before such Reorganization.

Dividends, Distributions, etc. If the Company at any time during the Adjustment Period shall fix a record date for the making of a dividend or other distribution (other than (i) a Stock Dividend covered by Subsection 11a) or (ii) cash dividends payable in accordance with an established policy of regular or ordinary course dividend payments) to the holders of all or substantially all of the Common Shares (collectively, a “Distribution”) of: (i) any evidences of its indebtedness or any other securities or property of any nature whatsoever (other than Common Shares); or (ii) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness or any other securities or property of any nature whatsoever (other than Common Shares); then, in each such case, the Exercise Price in effect immediately prior to the close of business on such record date shall be adjusted effective immediately thereafter to a price determined by multiplying the Exercise Price in effect on such record date by the quotient of (x) the product of the number of Common Shares outstanding as of the close of business on such record date and the Market Price (as defined below) of the Common Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company) to the holders of Common Shares of such evidences of indebtedness or other securities or property so issued or distributed in the Distribution, divided by (y) the product of the number of Common Shares outstanding as of the close of business on such record date and the Market Price of the Common Shares on such record date. In the event that a Distribution contemplated by this Subsection 11c) is not made, the Exercise Price then in effect shall be readjusted, effective as of the date when the Board of Directors of the Company determines not to distribute such evidences of indebtedness, securities, property, options, warrants or rights, as the case may be, to the Exercise Price that would then be in effect upon exercise of this Warrant if such record date had not been fixed. In any such event referred to in this Subsection 11c), the number of Common Shares issuable upon exercise of each Warrant as in effect immediately prior to the Exercise Price adjustment contemplated by the foregoing shall be adjusted immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to such Exercise Price adjustment divided by (y) the Exercise Price determined in accordance with such Exercise Price adjustment.

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Continuation of Terms. Upon any Reorganization referred to in this Section 11, the Warrants will continue in full force and effect in accordance with their terms and the terms of this Warrant Certificate will be binding upon the successor corporation or other person resulting from such Reorganization (if not the Company).

Other Securities. “Other Securities” refers to any shares in the capital of the Company (other than Common Shares) or any other person (corporate or otherwise), as the case may be, which the Holder will be entitled to receive, or will have received, on the exercise of the Warrants, in lieu of Common Shares pursuant to this Section 11 or otherwise.

Market Price. For purposes of this Agreement, the “Market Price” of the Common Shares on a particular date means the volume weighted trading price on the TSX, or another stock exchange where the majority of the trading volume and value of the Common Shares occurs, for the five trading days immediately preceding the relevant date, provided that if the Common Shares are not then listed on an exchange, then the Market Price shall be determined by a firm of Canadian nationally recognized independent chartered accountants selected by the Company.

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12.	Adjustments to Exercise Price for Diluting Issues

a)	Special Definitions. For purposes of this Section 12, the following definitions shall apply:

“Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities.

“Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Shares, but excluding Options.

“Additional Common Shares” shall mean all Common Shares issued (or, pursuant to Subsection 12b) below, deemed to be issued) by the Company during the Adjustment Period, other than (1) the following Common Shares and (2) Common Shares deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

(i)	Common Shares issued or deemed to be issued for consideration per share equal to or greater than the Exercise Price in effect immediately prior to such issuance or deemed issuance;

(ii)	Options or Convertible Securities to be issued or deemed to be issued for consideration per share (calculated in accordance with Subsection 12(d)(ii)) equal to or greater than the Exercise Price in effect immediately prior to such issuance or deemed issuance;

(iii)

Common Shares, Options or Convertible Securities issued by reason of a subdivision, re-division, combination, dividend or other distribution on Common Shares or other transaction for which an adjustment is provided pursuant to Section 11;

(iv)

Common Shares or Options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company, including without limitation employee or director stock options, ESOPs, restricted share units, deferred share units, performance share units or other employee or security-based compensation programs;

(v)	Common Shares or Convertible Securities actually issued upon the exercise of Options or Common Shares actually issued upon the conversion or exchange of Convertible Securities, in each case, provided such issuance is pursuant to the terms of such Option or Convertible Security;

“Warrant Original Issue Date” shall mean n, 2015.

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“Warrant Original Issue Date Market Price” means the Market Price of the Common Shares on the Warrant Original Issue Date, being US $n per Common Share.

b)	Deemed Issue of Additional Common Shares.

(i)

If the Company at any time or from time to time during the Adjustment Period shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities), then the maximum number of Common Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(ii)

If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Exercise Price pursuant to the terms of Subsection 12c), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of Common Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Exercise Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Exercise Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (ii) shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (i) the Exercise Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Exercise Price that would have resulted from any issuances of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

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(iii)

If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Exercise Price pursuant to the terms of Subsection 12c) (either because the consideration per Common Share (determined pursuant to Subsection 12d)) of the Additional Common Shares subject thereto was equal to or greater than the Exercise Price then in effect, or because such Option or Convertible Security was issued before the Warrant Original Issue Date), are revised after the Warrant Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase in the number of Common Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Subsection 12b)(i)) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(iv)

Upon the expiration or termination of any unexercised Option or unconverted or un-exchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Exercise Price pursuant to the terms of Subsection 12c), the Exercise Price shall be readjusted to such Exercise Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

(v)

If the number of Common Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Exercise Price provided for in this Subsection 12b) shall be effected at the time of such issuance or amendment based on such number of Common Shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (ii) and (iii) of this Subsection 12b)). If the number of Common Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Exercise Price that would result under the terms of this Subsection 12b) at the time of such issuance or amendment shall instead be effected at the time such number of Common Shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Exercise Price that such issuance or amendment took place at the time such calculation can first be made.

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Adjustment of Exercise Price Upon Issuance of Additional Common Shares. In the event the Company shall at any time during the Adjustment Period issue Additional Common Shares (including Additional Common Shares deemed to be issued pursuant to Subsection 12b)), without consideration or for a consideration per Common Share less than the applicable Exercise Price in effect immediately prior to such issue, then the Exercise Price shall be reduced, concurrently with such issue, to the highest of (x) the Warrant Original Issue Date Market Price, (y) the Market Price of the Common Shares on the date of the adjustment, and (z) the consideration per Common Share for which the Additional Common Shares were issued or deemed to be issued, provided that in no circumstances will an adjustment under this Subsection 12c) result in an upward adjustment of the Exercise Price. For greater certainty, all adjustments to the Exercise Price pursuant to this Section 12 shall be calculated in accordance with this Subsection 12c).

d)	Determination of Consideration. For purposes of this Section 12, the consideration received by the Company for the issue of any Additional Common Shares shall be computed as follows:

(i)

Cash and Property: Such consideration shall (x) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company, excluding amounts paid or payable for accrued interest; (y) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Company; and (z) in the event Additional Common Shares are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in (x) and (y) above, as determined in good faith by the Board of Directors of the Company.

(ii)

Options and Convertible Securities. The consideration per share received by the Company for Additional Common Shares deemed to have been issued pursuant to Subsection 12b), relating to Options and Convertible Securities, shall be determined by dividing, (x) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities (as determined in accordance with subsection 12d)(i), plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities (as determined in accordance with subsection 12d)(i)), by (y) the maximum number of Common Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

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De Minimis Issuances. No adjustment to the Exercise Price shall be made pursuant to this Section 12 for issuances or deemed issuances of Additional Shares unless such Additional Shares represent 1% or more of the outstanding Common Shares immediately following the issuance or deemed issuance of the Additional Shares. Each issuance or deemed issuance of Additional Shares that would have resulted in an adjustment to the Exercise Price but for the operation of this Subsection 12d) (“Exempt Shares”) will be aggregated and an adjustment to the Exercise Price will be made once the total of such Exempt Shares exceeds 1% of the outstanding Common Shares immediately following the issuance of the last Exempt Shares issued or deemed to be issued, in which case the adjustment to the Exercise Price will be calculated based on the consideration per Common Share of the Exempt Shares issued for the lowest consideration per Common Share.

No Duplication. In no event will any issuance or deemed issuance of Common Shares result in an adjustment to the Exercise Price under both Section 11 and Section 12. No adjustment in the Exercise Price or in the number of Common Shares issuable upon exercise of the Warrants shall be made pursuant to Sections 11 and 12 in respect of the issue from time to time of Common Shares pursuant to this Warrant Certificate or pursuant to any employee, director or consultant stock option, employee share ownership plan, restricted share units, deferred share units or other employee director or consultant security based compensation programs.

13.	Cumulative Adjustments The adjustments provided for in this Warrant Certificate are cumulative.

14.

Adjustment Date The applicable provisions of this Warrant Certificate shall, ipso facto, be deemed to be amended to reflect the adjustments pursuant to Section 11 and Section 12 and the provisions of Section 19c) will not apply to such amendment. In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Section 11 or Section 12, the Company may defer, until the occurrence of such event:

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(i)	issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by such event; and

(ii)	delivering to the Holder any distribution declared with respect to such additional Common Shares or other securities after such record date and before such event;

provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Common Shares issuable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable upon the exercise of the Warrants.

15.

Adjustment Disputes If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares issuable upon the exercise of the Warrants (a “Dispute”), such disputes shall be conclusively determined by such firm of Canadian nationally recognized independent chartered accountants as may be agreed upon by the Company, on the one hand, and the holders of all of the Warrants outstanding on the date of the Dispute (the “Disputing Holders”), on the other hand. If the Company and the Disputing Holders do not agree upon the appointment of such firm of Canadian nationally recognized independent chartered accountants within ten business days of the date on which either the Company or the Disputing Holders notifies the other of a Dispute, either the Company or any Holder may thereafter apply to a judge of the Ontario Superior Court sitting in Toronto to appoint such firm of chartered accountants meeting the foregoing criteria to determine the matters in dispute. The matters in dispute shall be determined by the firm of chartered accountants so appointed within ten business days of its appointment and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to Section 11 and 12 hereof and shall be binding upon the Company and the Holder.

16.	Prior Notification of Certain Events If at any time there is any proposed event giving rise to an adjustment in accordance with Section 11 or 12 (each an “Adjustment Event”)

then the Company will give to the Holder at least 10 days’ prior written notice in accordance with Section 20 of the date (i) on which the books of the Company will close or a record will be taken for such Adjustment Event, if applicable, (ii) for determining rights to vote, if any, of holder of Common Shares with respect to Adjustment Event and (iii) on which such events are expected to take place.

17.

Certificate as to Adjustments In each case of any adjustment or readjustment in the Common Shares (or Other Securities) issuable on the exercise of the Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and will prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including (i) the number of Common Shares (or Other Securities) outstanding or deemed to be outstanding, and (ii) the Exercise Price and the number of Common Shares to be received upon exercise of the Warrants, in effect immediately prior to such adjustment or readjustment and after such adjustment or readjustment, as provided in this Warrant Certificate. The Company will mail a copy of each such certificate to the Holder forthwith and in any event, prior to the effective date or record date, as the case may be, of any event requiring adjustment in the rights attached to the Warrants.

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18.

Company to Reserve Shares The Company shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issue upon exercise of the Warrants as provided herein such number of Common Shares as shall then be issuable upon the exercise of the Warrants. All Common Shares issuable upon exercise of the Warrants shall be, when issued, duly and validly issued as fully paid and non-assessable. The issuance of Common Shares upon exercise of the Warrants shall be subject to compliance with applicable securities laws and rules of the Toronto Stock Exchange and NASDAQ Global Market, such compliance to be achieved by the Company at its own costs and expense and in a timely manner.

19.	Miscellaneous

If any Warrant certificate (including this Warrant Certificate) is lost, mutilated, destroyed or stolen, the Company may, on such reasonable terms including as to cost and indemnity or otherwise as it may impose respectively, issue a replacement Warrant certificate with the same denomination, tenor and date as the Warrant certificate so lost, mutilated, destroyed or stolen.

The Company shall pay any and all issue and other taxes imposed by governmental authorities of jurisdictions to which the Company is subject that may be payable in respect of any issue or delivery of Common Shares on an exercise of the Warrants (other than income taxes and capital gains taxes exigible on the income of the Holder). The Company shall not, however, be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such exercise.

This Warrant Certificate is one of a series of warrant certificates issued by the Company (the “Warrant Certificates”) providing for an aggregate of 250,000 Warrants with the same terms and conditions (collectively, the “Aggregate Warrants”). Subject to Subsection 14, the Warrant Certificates may only be amended with the consent of the holders of at least two-thirds of the Aggregate Warrants represented by such Warrant Certificates, in which case such amendments shall be binding on the Holder with or without its consent. The consent of the holders of at least two-thirds of the Aggregate Warrants represented by such Warrant Certificates may be obtained (i) in writing or (ii) at a meeting where at least 25% of the aggregate number of all Aggregate Warrants outstanding are present in person or represented by proxy.

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d)	Unless otherwise indicated, all dollar amounts referred to herein are in lawful money of the United States of America, and all calculations and determinations pursuant to this Warrant Certificate shall be made in US Dollars.

Any conversion of Canadian dollars to US dollars required for the purpose of any calculation or determination pursuant to this Warrant at any particular time, including without limitation for the purpose of converting a “Market Price” from Canadian dollars to US dollars, shall be calculated based on the Bank of Canada’s noon rate for the date of such calculation or determination.

20.

Notice Any notice, designation, direction or other communication required or permitted to be given under this Warrant Certificate will be in writing and will be given by prepaid first-class mail, by facsimile or other means of electronic communication or by hand-delivery. Any notice or other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, will be deemed to have been received on the fourth business day after its post-marked date, or if sent by facsimile or other means of electronic communication, will be deemed to have been received on the business day following the sending, or if delivered by hand will be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at that address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this Section 20. In the event of a general discontinuance of postal service due to strike, lockout or otherwise, notices and other communications will be delivered by hand or sent by facsimile or other means of electronic communication and will be deemed to have been received in accordance with this Section 20. Notices and other communications will be addressed as follows:

a)	if to the Company:

Hydrogenics Corporation

220 Admiral Boulevard

Mississauga, ON

L5T 2N6

Attention: Chief Financial Officer

b)	if to the Holder:

[insert name and address of Holder]

Attention: President

21.

Severability In the event that any provision of this Warrant Certificate is invalid or unenforceable under any applicable statute or rule of law, then such provision will be deemed inoperative to the extent that it may conflict therewith and will be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law will not affect the validity or enforceability of any other provision of this Warrant Certificate.

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22.	Enurement Subject to the terms hereof, the Warrants shall enure to the benefit of, and shall be binding upon the Holder and the Company and their respective successors and permitted assigns.

23.	Governing Law This Warrant Certificate and the Warrants represented hereby shall be exclusively governed by the laws in force in the Province of Ontario and the laws of Canada applicable therein.

24.	Time of the Essence Time shall be of the essence in this Warrant Certificate.

25.	Further Assurances The Company and the Holder shall from time to time execute and deliver all such further documents and instruments and do all acts and things as reasonably required to effectively carry out or better evidence or perfect the full intent and meaning of this Warrant Certificate.

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by the signature of its duly authorized officer effective the ___ day of _____, 2015.

		HYDROGENICS CORPORATION

		Per:

			President

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Schedule A

SUBSCRIPTION

TO: HYDROGENICS CORPORATION, 220 Admiral Boulevard, Mississauga, ON

The undersigned holder of the within Warrants hereby subscribes for____________ Common Shares of HYDROGENICS CORPORATION (or such number of Common Shares or other securities to which such subscription entitles it in lieu thereof or in addition thereto under the provisions of the Warrants) at the subscription price of $ __________ for each one (1) Warrant evidenced by and on the terms specified in the Warrants and confirms it has included the subscription price in the wire transfer of funds to the Company on or prior to the date hereof.

The undersigned hereby directs that such Common Shares be registered as follows:

Name	Address	Number of Common Shares

(Please print full name in which share certificates are to be issued.)

DATED this___day of_______________, 20___.

[here insert name of holder]

By:

Authorized Signing Officer

EXHIBIT B

REPRESENTATION LETTER

(FOR ACCREDITED INVESTORS)

TO: HYDROGENICS CORPORATION (the “Company”)

In connection with the agreement to subscribe for share purchase warrants (the “Warrants”) of the Company by the undersigned subscriber (the “Subscriber”), the Subscriber hereby represents, warrants, covenants and certifies to the Company that:

the Subscriber is resident in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, New Brunswick, Newfoundland and Labrador, Nova Scotia or Prince Edward Island or is otherwise subject to the laws of the Province of Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, New Brunswick, Newfoundland and Labrador, Nova Scotia or Prince Edward Island;

2.	the Subscriber is subscribing for the Warrants as principal for its own account;

3.	the Subscriber is an “accredited investor” within the meaning of National Instrument 45-106 “Prospectus and Registration Exemptions” (“NI 45-106”) by virtue of satisfying the indicated criterion or criteria as set out in Appendix A to this Representation Letter;

4.	the Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; and

5.	upon execution of this Representation Letter by the Subscriber, this Representation Letter shall be incorporated into and form a part of the Subscription Agreement.

Dated:	, 2015
		Print name of Subscriber

		By:
			Signature

		Print name of Signatory (if different from Subscriber)

		Title

IMPORTANT: PLEASE INITIAL OR PLACE A CHECK MARK BESIDE THE APPLICABLE PROVISION(S) IN APPENDIX A ON THE NEXT PAGES

APPENDIX A

NOTE: THE INVESTOR MUST INITIAL OR OTHERWISE MARK BESIDE THE APPLICABLE PORTION(S) OF THE DEFINITION BELOW.

Accredited Investor - (defined in National Instrument 45-106) means:

	(a)	a Canadian financial institution, or an authorized foreign bank named in Schedule III of the Bank Act (Canada); or
	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
	(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; or
	(d)	a person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); or
	(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); or
	(f)	the Government of Canada or a jurisdiction of Canada, or any crown Company, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada; or
	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comite de gestion de la taxe scolaire de Pile de Montreal or an intermunicipal management board in Quebec; or
	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; or
	(i)	a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada; or
	(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000; or
	(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; or
	(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000; or
	(Note: if individual accredited investors wish to purchase through wholly-owned holding companies or similar entities, such purchasing entities must qualify under paragraph (t) below, which must be initialed.)
	(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; or

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	(n)	an investment fund that distributes or has distributed its securities only to:
		(i) a person that is or was an accredited investor at the time of the distribution, or
		(ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 or 2.19 of National Instrument 45-106, or
		(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of National Instrument 45-106; or
	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt; or
	(p)	a trust company or trust Company registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust Company, as the case may be; or
	(q)	a person acting on behalf of a fully managed account managed by that person, if that person
		(i) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
		(ii) in Ontario, is purchasing a security that is not a security of an investment fund; or
	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; or
	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; or
	(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors (as defined in National Instrument 45-106); or
	(Note: if you are purchasing as an individual accredited investors paragraph (l) above must be initialed rather than paragraph (t).)
	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or
	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator an accredited investor.

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For the purposes hereof:

(a)	“Canadian financial institution” means:

(i)	an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(ii)

a bank, loan Company, trust company, trust Company, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

(b)	“control person” has the same meaning as in securities legislation;

(c)	“director” means:

(i)	a member of the board of directors of a company or an individual who performs similar functions for a company, and

(ii)	with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

(d)	“eligibility adviser” means:

(i)	a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(ii)

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

(A)	have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

(B)	have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

(e)	“executive officer” means, for an issuer, an individual who is:

(i)	a chair, vice-chair or president,

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(ii)	a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(iii)

performing a policy-making function in respect of the issuer;

(f)	“financial assets” means:

(i)

cash,

(ii)	securities, or

(iii)

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

(g)	“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

(h)	“founder” means, in respect of an issuer, a person who,

(i)	acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(ii)	at the time of the distribution or trade is actively involved in the business of the issuer;

(i)	“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

(j)	“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

(k)	“jurisdiction” means a province or territory of Canada except when used in the term foreign jurisdiction;

(l)	“local jurisdiction” means the jurisdiction in which the Canadian securities regulatory authority is situate;

(m)	“non-redeemable investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure,

(n)	“person” includes

(i)	an individual,

(ii)	a Company,

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(iii)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(iv)	an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

(o)	“regulator” means, for the local jurisdiction, the Executive Director as defined under securities legislation of the local jurisdiction;

(p)	“related liabilities” means

(i)	liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(ii)	liabilities that are secured by financial assets.

(q)	“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

(r)	“spouse” means, an individual who,

(i)	is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

(ii)	is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(iii)

in Alberta, is an individual referred to in paragraph (i) or (ii) above, or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

(s)	“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Affiliated Entities, Control and Subsidiaries

1. A person or company is considered to be an affiliated entity of another person or company if one is a subsidiary entity of the other, or if both are subsidiary entities of the same person or company, or if each of them is controlled by the same person or company.

2. A person or company is considered to be controlled by a person or company if

(a)	in the case of a person or company,

(i)	voting securities of the first mentioned person or company carrying more than 50% of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of, the other person or company, and

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(ii)	the votes carried by the securities are entitled, if exercise, to elect a majority of the directors of the first mentioned person or company.

(b)	in the case of a partnership that does not have directors, other than a limited partnership, the second mentioned person or company holds more than 50% of the interests in the partnership; or

(c)	in the case of a limited partnership, the general partner is the second mentioned person or company.

3. A person or company is considered to be a subsidiary entity of another person or company if

(a)	it is controlled by,

(i)	that other; or

(ii)	that other and one or more persons or companies, each of which is controlled by that other; or

(iii)

two or more persons or companies, each of which is controlled by that other; or

(iv)	it is a subsidiary entity of a person or company that is the other’s subsidiary entity.

All monetary references are in Canadian Dollars

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Exhibit 99.3

LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement"), dated as of May 6, 2015, is between HYDROGENICS CORPORATION, a Canada corporation, ("Borrower"), CINNAMON INVESTMENTS LIMITED, an Ontario corporation (“Cinnamon”), BRIDGECORP CANADA INC., an Ontario corporation (“Bridgecorp”), and ORIGIN MERCHANT PRINCIPALS FUND LP, an Ontario limited partnership (“Origin”) (Cinnamon, Bridgecorp and Origin are sometimes referred to herein individually as a “Lender” and collectively as, the “Lenders”) and the said CINNAMON INVESTMENTS LIMITED, as agent for the Lenders (the “Agent”).

R E C I T A L S:

The Borrower has requested the Lenders to extend credit to the Borrower in the form of a loan (the “Loan”) in the amount of US $7,500,000. The Lenders are willing to extend the Loan to the Borrower and to authorize the Agent to act as agent for the Lenders in matters related to the Loan on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.1 Definitions. As used in this Agreement, the following terms have the following meanings:

"Advance" means the advance of the Loan by the Lenders to the Borrower hereunder.

"Business Day" means any day on which the chartered banks listed on Schedule I to the Bank Act (Canada) are not authorized or required to close in Toronto, Canada.

"Capital Expenditures" means all expenditures which are required to be capitalized in accordance with GAAP.

"Capital Lease Obligations" means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property, which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP. For purposes of this Agreement, the amount of such Capital Lease Obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

"Change of Control" means any one or more of the following events, namely (i) a Person or group of Persons acting jointly or in concert acquiring (A) more than 50% of the issued and outstanding common shares of the Borrower or (B) securities convertible into, exchangeable for, or carrying the right to acquire, more than 50% of the common shares of the Borrower, (ii) the acquisition by a third party of all or substantially all of the assets and properties of the Borrower and its Subsidiaries, or (iii) a change of more than 50% in the members of the board of directors of the Borrower occurring in a 12 month period not approved by a majority vote of the incumbent board of directors of the Borrower.

"Collateral" has the meaning specified in Section 4.1.

"Consolidated" refers to the consolidation of any Person, in accordance with GAAP, with its properly consolidated subsidiaries. References herein to a Person's Consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the consolidated financial statements, financial position, financial condition, liabilities, etc. of such Person and its properly consolidated subsidiaries.

“Continuous Disclosure Documents” means the documents filed by the Borrower on SEDAR in compliance with the continuous disclosure requirements applicable to the Borrower pursuant to applicable Ontario securities laws, including without limitation, its annual information forms, management discussion and analysis, management information circulars, material change reports and Financial Statements.

"Covenant Compliance Report" means the report in the form attached hereto as Exhibit "A", delivered by Borrower to Lenders prior to the Advance to establish Borrower's compliance with the covenants in Articles VII and VIII.

"Debt" means as to any Person at any time (without duplication): (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, notes, debentures, or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable and commissions of such Person arising in the ordinary course of business, (d) all Capital Lease Obligations of such Person, (e) all Debt of others Guaranteed by such Person, (f) all obligations of others secured by a Lien existing on property owned by such Person, whether or not the obligations secured thereby have been assumed by such Person or are non-recourse to the credit of such Person, and (g) all reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers' acceptances, surety or other bonds and similar instruments.

"Default" means an Event of Default or the occurrence of an event or condition which with notice or lapse of time or both would become an Event of Default.

"Default Rate" means 15.0% per annum.

"Dividends," in respect of any corporation, means: (a) cash distributions or any other distributions on, or in respect of, any class of equity security of such corporation, except for distributions made solely in shares of securities of the same class; and (b) any and all funds, cash or other payments made in respect of the redemption, repurchase or acquisition of such equity securities.

"Dollars" and "$" mean lawful money of the United States of America.

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"Environmental Laws" means any and all federal, state, provincial and local laws, regulations, and requirements pertaining to health, safety, or the environment, as such laws, regulations, and requirements may be amended or supplemented from time to time.

"Environmental Liabilities" means, as to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs, and expenses (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert and consulting fees and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, including any Environmental Law, permit, order or agreement with any Governmental Authority or other Person, arising from environmental, health or safety conditions or the Release or threatened Release of a Hazardous Material into the environment, resulting from the past, present, or future operations of such Person or its affiliates.

"Event of Default" has the meaning specified in Section 9.1.

“Financial Statements” means the annual audited financial statements and interim unaudited quarterly financial statements filed from time to time by the Borrower on SEDAR in fulfillment of its continuous disclosure obligations pursuant to applicable Ontario securities laws.

"GAAP" means generally accepted accounting principles in Canada, applied on a consistent basis, and which are applicable in the circumstances as of the date in question. Accounting principles are applied on a "consistent basis" when the accounting principles applied in a current period are comparable in all material respects to those accounting principles applied in a preceding period.

"Governmental Authority" means any nation or government, any province, state or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

"Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect the obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

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"Hazardous Material" means any substance, product, waste, pollutant, material, chemical, contaminant, constituent, or other material which is or becomes listed, regulated, or addressed under any Environmental Law, including, without limitation, asbestos, petroleum, and polychlorinated biphenyls.

“Hydrogenics Entities” means the Borrower and all of its Subsidiaries, and Hydrogenics Entity means any one of the Borrower or its Subsidiaries.

“Joint Venture” means a corporation created or acquired in connection with a joint venture with one or more arms’ length third parties that is jointly owned by the Borrower or a Subsidiary of the Borrow and such arms’ length party or parties.

"Lien" means any lien, mortgage, security interest, tax lien, pledge, charge, hypothecation, assignment, preference, priority, or other encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale or title retention agreement), whether arising by contract, operation of law, or otherwise.

"Loan Documents" means this Agreement and all promissory notes, security agreements, charges, pledge agreements, assignments, guarantees, and other instruments, documents, and agreements executed and delivered pursuant to or in connection with this Agreement, as such instruments, documents, and agreements may be amended, modified, renewed, extended, or supplemented from time to time, but excluding the Warrant Certificates and the Warrant Purchase Agreement.

“Material Adverse Event”, where used in relation to the affairs of the Borrower and its Subsidiaries, means an event or occurrence, including but not limited to a change in the business, operation or financial position, or a fact, that has, or would reasonably be expected to have, a Material Adverse Effect, and “Material Adverse Effect” means a material adverse effect on the Borrower and its Subsidiaries, considered as a whole.

“Maximum Rate” means, at any time, the maximum rate of interest under applicable law that the Lenders may charge the Borrower.

"Note" means any one of, and "Notes" means all of, the promissory notes issued by the Borrower evidencing the obligation to pay the Loan.

"Obligations" means all obligations, indebtedness, and liabilities of the Hydrogenics Entities or any of them, to the Lenders, under this Agreement and the other Loan Documents, now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, and all interest accruing thereon and all legal fees and other expenses incurred in the enforcement or collection thereof, but excluding any obligations of the Borrower pursuant to the Warrant Certificates.

“Participation Agreement” means that certain Participation Agreement setting forth certain understandings of the Lenders in respect of their joint participation in the Loan and the role of the Agent, executed by the Lenders as of the date hereof, and to be acknowledged by the Borrower, as same may be amended, supplemented or modified.

“Permitted Debt” has the meaning specified in Section 8.1.

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“Permitted Prior Liens” has the meaning specified in Section 8.2.

"Person" means any individual, corporation, business trust, association, company, partnership, joint venture, Governmental Authority, or other entity.

"Principal Office" means, in the case of each Lender, the principal office of the Lender which is the address of the Lender for notices or other communications pursuant to this Agreement specified in section 10.7 hereof.

"PPSA" means the Personal Property Security Act, Ontario as in effect from time to time.

"Release" means, as to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, disbursement, leaching, or migration of Hazardous Materials into the indoor or outdoor environment or into or out of property owned by such Person, including, without limitation, the movement of Hazardous Materials through or in the air, soil, surface water, ground water, or property.

"Remedial Action" means all actions required to (a) clean up, remove, treat, or otherwise address Hazardous Materials in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release of Hazardous Materials so that they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

"Security Agreement" means the security agreement executed by the Borrower in favour of the Lenders, executed as of the date hereof, as the same may be amended, supplemented, or modified.

"Security Instruments" means, collectively, (a) the Security Agreement, and (b) such other executed documents as are or may be necessary to grant to Lenders a perfected and continuing security interest in and to all Collateral, and any and all other agreements or instruments now or hereafter executed and delivered by the Hydrogenics Entities or any of them in connection with, or as security for the payment or performance of, all or any of the Obligations, as such agreements may be amended, modified or supplemented from time to time.

“Share Purchase Warrants” means the share purchase warrants referred to in Section 2.5 to be issued by the Borrower to the Lenders concurrently with the Advance of the Loan.

"Subsidiary" means (a) any corporation of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the Borrower or one or more of the Subsidiaries or by the Borrower and one or more of the Subsidiaries, other than a Joint Venture and (b) any other entity (i) of which at least a majority of the ownership, equity or voting interest is at the time directly or indirectly owned or controlled by one or more of the Borrower and the Subsidiaries and (ii) which is treated as a subsidiary in accordance with GAAP.

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“Subsidiary Covenant Agreement” means the agreement executed by all of the Subsidiaries of the Borrower in favour of the Lenders, executed as of the date hereof, as the same may be amended, supplemented or modified.

“Warrant Certificate” means any one of, and “Warrant Certificates” means all of, the certificates executed by the Borrower in favor of each of the Lenders evidencing Share Purchase Warrants.

“Warrant Purchase Agreement” means the agreement made between the Borrower and Lenders, executed as of the date hereof, providing for the issuance of the Share Purchase Warrants by the Borrower to the Lenders concurrently with the completion of the Advance by the Lenders to the Borrower.

Section 1.2 Other Definitional Provisions. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words "hereof", "herein", and "hereunder" and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all Article and Section references pertain to this Agreement. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. Terms used herein that are defined in the PPSA, unless otherwise defined herein, shall have the meanings specified in the PPSA.

ARTICLE II

Loan, Commitment Fees and Share Purchase Warrants

Section 2.1 Loan. Subject to the terms and conditions of this Agreement, the Lenders agree to make a loan to the Borrower in the principal amount of US Seven Million Five Hundred Thousand Dollars (US$7,500,000) in lawful money of the United States of America, such loan to be advanced upon fulfillment of the conditions set forth in Article V, of which Four Million Five Hundred Thousand Dollars (US$4,500,000) will be advanced by Cinnamon Investments Limited, Two Million Dollars (US$2,000,000) will be advanced by Bridgecorp Canada Inc. and One Million Dollars (US$1,000,000) will be advanced by Origin Merchant Principals Fund LP.

Section 2.2 Notes. The obligation of the Borrower to repay the principal amount of the Loan advanced by each Lender and interest thereon shall be evidenced by a Note in the form annexed hereto as Schedule 2.2, executed by the Borrower, payable to the Lender in the principal amount advanced and dated the date of the Advance, and the principal amount evidenced by each note and interest thereon as therein provided shall be paid in accordance with the terms of the Note and this Agreement.

Section 2.3 Use of Proceeds. The proceeds of the Loans shall be used (a) to fund capital expenditures to be incurred by the Hydrogenics Entities in the amount of US $2,000,000 to US$3,000,000, (b) to pay fees and expenses incurred in connection with this transaction, and (iii) the remainder will be added to the working capital of the Borrower and/or used for general corporate purposes.

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Section 2.4 Commitment Fee. The Borrower agrees to pay to the Lenders a commitment fee in the amount of US $107,500 concurrently with the Advance of the Loan, of which US$62,500 shall be paid to Cinnamon, US$30,000 shall be paid to Bridgecorp and US$15, 000 shall be paid to Origin. It is acknowledged that Borrower paid a further non-refundable commitment fee in respect of the Loan to the Agent on or about April 22, 2015 in the amount of US$50,000.

Section 2.5 Share Purchase Warrants. As additional consideration for the Advance, the Borrower shall issue to each Lender, concurrent with the Advance of the Loan, non-transferable (except by operation of law or with the written consent of the Borrower) Share Purchase Warrants entitling the Lender to purchase from the Borrower common shares in the capital of the Borrower at a price of US$15.00 per share, subject to adjustment as set out in the Warrant Certificates, having a maximum aggregate Exercise Price (as defined in the Warrant Certificates) of US$3,750,000, being equal to 50% of the principal amount of the Loan advanced by the Lender. The Share Purchase Warrants shall be issued to the Lenders pursuant to the terms of the Warrant Purchase Agreement and the Share Purchase Warrants issued to each Lender shall be evidenced by a Warrant Certificate issued to the Lender at the time of the Advance.

ARTICLE III

Payments

Section 3.1 Method of Payment. All payments of principal, interest, and other amounts to be made by the Borrower under this Agreement and the other Loan Documents shall be made to the Lenders at their respective Principal Offices in US Dollars in immediately available funds, without setoff, deduction, or counterclaim, not later than 11:00 A.M., Toronto, Ontario time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day).

Section 3.2 Electronic Payments. Notwithstanding the provisions of Section 3.1, if and whenever directed to do so by written notice from any Lender, the Borrower shall make payments falling due under the Note held by such Lender after receipt of such notice by direct deposit to the Lender’s bank account specified in the notice.

Section 3.3 Business Days. Whenever any payment under this Agreement or any other Loan Document shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest.

Section 3.4 Voluntary Prepayment. The Borrower may prepay the principal amount of the Loan in whole or in part, at any time upon three (3) days prior notice to the Lenders, by specifying the principal amount to be repaid and paying such amount at the end of such three (3) day period, together with all accrued and unpaid interest to the date of payment. Any prepayment shall be made to all Lenders, pro rata to the original principal amount of the Loan advanced by each Lender.

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Section 3.5 General Interest Rules.

(a) All interest payments to be made under this Agreement shall be paid without allowance or deduction for deemed re-investment or otherwise, both before and after maturity and before and after default and/or judgment, if any, until payment, and interest shall accrue on overdue interest, if any, compounded on each interest payment date.

(b) Unless otherwise stated, wherever in this Agreement reference is made to a rate of interest or rate of fees “per annum” or a similar expression is used, such interest or fees will be calculated on the basis of one (1) calendar year of three hundred and sixty-five (365) days or three hundred and sixty-six (366) days, as the case may be, and using the nominal rate method of calculation, and will not be calculated using the effective rate method of calculation or on any other basis that gives effect to the principle of deemed re-investment of interest.

(c) For the purposes of the Interest Act (Canada) and disclosure under such act, whenever interest to be paid under this Agreement is to be calculated on the basis of a year of three hundred and sixty-five (365) days or three hundred and sixty-six (366) days or any other period of time that is less than one (1) calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either three hundred and sixty-five (365) or three hundred and sixty-six (366) or such other period of time, as the case may be.

Section 3.6 In calculating interest or fees payable under this Agreement for any period, unless otherwise specifically stated, the first day of a period shall be included and the last day of a period shall be excluded.

ARTICLE IV

Security

Section 4.1 Collateral. To secure full and complete payment and performance of the Obligations, the Borrower hereby agrees to execute and deliver or cause to be executed and delivered the documents described below covering the property and collateral described in paragraph (a) below (which, together with any other property and collateral which may now or hereafter secure the Obligations or any part thereof, is sometimes herein called the "Collateral"):

(a) The Borrower shall grant to the Lenders a security interest in all of its property, undertaking and assets, pursuant to and as further detailed in the Security Agreement, which shall rank subsequent only to Permitted Prior Liens.

(b) The Borrower shall execute and cause to be executed such further documents and instruments as the Agent, in its reasonable discretion, deems necessary or desirable to create, evidence, preserve, and perfect its liens and security interests in the Collateral.

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ARTICLE V

Conditions Precedent

Section 5.1 Conditions of Advance. The obligation of the Lenders to Advance the Loan is subject to the condition precedent that the Agent shall have received, for itself and on behalf of the other Lenders, at least 48 hours prior to the time of the Advance, all of the following, in form and substance satisfactory to the Agent:

(a) Articles. A copy of the articles of incorporation or organization for the Borrower and all amendments thereto certified by an officer of the Borrower.

(b) Bylaws. The bylaws of the Borrower certified by an officer of the Borrower.

(c) Resolutions. Resolutions of the Directors of the Borrower certified by an officer of the Borrower which authorize the execution, delivery, and performance of the Loan Documents to which it is a party certified by an officer of the Borrower.

(d) Incumbency Certificate. A certificate of incumbency certified by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents together with specimen signatures of such officers.

(e) Shareholders or Governance Agreements. A copy of any shareholders’ or governance agreement affecting the Borrower certified by an officer of the Borrower.

(f) Governmental Certificates. Certificates of the appropriate government officials of the Borrower’s jurisdiction of incorporation or organization as to the existence and good standing of the Borrower, each dated within ten (10) days prior to the date of this Agreement.

(g) Security Agreement. The Security Agreement, executed by the Borrower.

(h) PPSA Search. The results of a PPSA search showing all financing statements and other documents or instruments on file against the Borrower, such search to disclose no security interests in the collateral except in respect of Permitted Prior Liens and to disclose the due and proper registration of a financing statement to perfect the security interest in favor of the Agent created by the Security Agreement.

(i) Financing Statement. Copy of the financing statement registered under the PPSA to perfect the security interest in favor of the Agent created by the Security Agreement.

(j) Subsidiary Covenant Agreement. The Subsidiary Covenant Agreement, executed by each Subsidiary of the Borrower.

(k) Participation Agreement. The Participation Agreement, executed by all Lenders and acknowledged by the Borrower.

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(l) Warrant Purchase Agreement. The Warrant Purchase Agreement, executed by the Borrower and the Lenders.

(m) TSX Approvals. Letter from the Toronto Stock Exchange granting such approvals as are required for the issuance of the Warrants and shares issuable on due exercise of the Warrants.

(n) Due Diligence Review. A report from Agent's counsel confirming that such counsel has reviewed all contracts and due diligence items and determined that such items are satisfactory.

(o) Inter-creditor Agreement. An Inter-creditor Agreement in a form annexed as Schedule 5.1(o), executed by the Province of Ontario, the Lenders and the Agent.

(p) Additional Documentation. Such additional approvals, opinions, or documents as the Agent or its legal counsel may reasonably request, including but not limited to evidence that any consents, approvals or waivers which may be required as referred to in Section 6.3 have been obtained by the Borrower.

(q) Legal Fees and Expenses. An account from Agent’s counsel for legal services provided in connection with the transaction, approved and agreed to by the Borrower.

(r) Covenant Compliance Report. A Covenant Compliance Report, addressed to the Lenders and the Agent, delivered and dated not more than 48 hours prior to the date requested for the Advance, and signed by an authorized officer of the Borrower.

(s) Request for the Advance and Escrow Items. A request for the Advance specifying the date on which the Borrower will receive the Advance, delivered and dated at least 48 hours prior to the date so specified, signed by an authorized officer of the Borrower, and accompanied by true copies of the following items, each dated the date requested for the Advance and executed by the Borrower, to be held in escrow by counsel for the Borrower for release to the Agent on completion of the Advance:

(1) Notes. The Notes evidencing the Advance, executed by the Borrower, in favor of each Lender, in the principal amount advanced by the Lender.

(2) Warrant Certificates. The Warrant Certificates evidencing the Share Purchase Warrants issuable to each Lender on completion of the Advance, executed by the Borrower.

Section 5.2 Advance. Following the fulfilment of the conditions in Section 5.1 and the receipt of the request for the advance from the Borrower, the Agent shall promptly notify the Lenders that the request for advance has been received from the Borrower and each Lender shall, on the first Business Day which is at least 48 hours after the receipt of such request by the Agent, deliver to the Agent a certified cheque, bank draft or wire transfer payable to the Borrower in immediately available funds in an amount equal to the principal amount of the Loan to be advanced by the Lender, less deduction for (i) in the case of each Lender, the amount of commitment fee thereon payable to the Lender pursuant to Section 2.4, and upon receipt of same the Agent shall promptly release same to the Borrower to advance the Loan whereupon (i) the Notes and Warrant Certificates referred to in Section 5.1 (s) shall be released from the escrow referred to therein and the Agent shall make delivery thereof to the Lenders entitled to receive same, and (ii) the opinion of counsel for the Borrower, addressed to the Lenders and the Agent, in the form of the opinion attached as Schedule 5.2 to this Agreement, shall (as a condition of the Advance) be delivered to the Agent, and (iii) Borrower will pay the account of Agent’s counsel per the account referred to in Section 5.1(q) by wire transfer to such counsel in accordance with instructions to be provided by such counsel.

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ARTICLE VI

Representations and Warranties

To induce the Agent and the Lenders to enter into this Agreement and make the Advance, the Borrower represents and warrants to the Agent and the Lenders, that:

Section 6.1 Corporate Existence and Authority. Each Hydrogenics Entity (a) is a corporation, company or equivalent entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; (b) has all requisite power and authority to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect. The Borrower and the other Hydrogenics Entities have the power and authority to execute, deliver, and perform their obligations under this Agreement and the other Loan Documents to which they are or may become a party.

Section 6.2 Financial Statements. The Financial Statements available to the date hereof present, fairly, in all material respects, on a consolidated basis, the financial position of the Hydrogenics Entities as of the respective dates indicated therein and the financial performance and cash flows, for the respective periods indicated therein, all in accordance with GAAP. The Hydrogenics Entities have no material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavourable commitments, except, in each case, as required to be disclosed in accordance with GAAP in such Financial Statements. There has been no Material Adverse Event since the date of the most recent Financial Statements.

Section 6.3 Corporate Action; No Breach. The execution, delivery, and performance by the Hydrogenics Entities of the Loan Documents to which the Hydrogenics Entities are or may become a party and compliance with the terms and provisions thereof have been duly authorized by all requisite corporate action on the part of each Hydrogenics Entity and do not and will not (a) violate or conflict with, or result in a breach of, or require any consent under (i) the articles of organization or regulations of any Hydrogenics Entity, (ii) except for such consents, filings, approvals and actions as are required under applicable securities laws and the rules of the Toronto Stock Exchange and NASDAQ Global Market, any applicable law, rule, or regulation or any order, writ, injunction, or decree of any Governmental Authority or arbitrator, or (iii) except such consents as have been received and except with respect to the pre-emptive rights of General Motors Holding LLC under the Governance Agreement dated October 16, 2001 between General Motors Corporation and the Borrower, any material agreement or instrument to which a Hydrogenics Entity is a party or by which any of them or any of their property is bound or subject, or (b) constitute a default under any such material agreement or instrument, or result in the creation or imposition of any Lien (except as provided in Article IV) upon any of the revenues or assets any of the Hydrogenics Entities.

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Section 6.4 Operation of Business. Each Hydrogenics Entity possesses all material licenses, permits, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, necessary to conduct their respective businesses substantially as now conducted and as presently proposed to be conducted, and no Hydrogenics Entity is in violation of any valid rights of others with respect to any of the foregoing.

Section 6.5 Litigation and Judgments. Except as disclosed on Schedule 6.5 hereto, (i) there is no action, suit, investigation, or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of any of the Hydrogenics Entities, threatened against or affecting the Borrower or any Hydrogenics Entity that would, if adversely determined, have a Material Adverse Effect, and (ii) there are no judgments outstanding against the Borrower or any other Hydrogenics Entity.

Section 6.6 Rights in Properties; Liens. Each Hydrogenics Entity has (subject to Permitted Prior Liens) good and marketable title to or valid leasehold interests in such Hydrogenics Entity's properties and assets, real and personal, including the properties, assets, and leasehold interests, if any, reflected in the Financial Statements, and none of the properties, assets, or leasehold interests of any Hydrogenics Entity is subject to any Lien, except Permitted Prior Liens.

Section 6.7 Enforceability. This Agreement constitutes, and the other Loan Documents to which any Hydrogenics Entity is a party, when delivered, shall constitute legal, valid, and binding obligations of such Hydrogenics Entity, enforceable against such Hydrogenics Entity in accordance with their respective terms under the laws of the Province of Ontario and the federal laws of Canada applicable therein, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditors' rights.

Section 6.8 Approvals. Other than such consents as have been received and the filing of financing statements in favour of the Agent to perfect the Liens created by the Security Agreement, no authorization, approval, or consent of, and no filing or registration with, any Governmental Authority or third party is or will be necessary for the execution, delivery, or performance by any Hydrogenics Entity of this Agreement and the other Loan Documents to which such Hydrogenics Entity is or may become a party or the validity or enforceability thereof.

Section 6.9 Debt. Each Hydrogenics Entity has no Debt, except for Permitted Debt (with respect to which no such liability relates to any breach of contract, breach of warranty, tort, injury caused to another, infringement, claim, lawsuit or violation of law or the allegation or claim thereof).

Section 6.10 Taxes. Each Hydrogenics Entity has filed all tax returns (federal, provincial, state, and local) required to be filed, including all income, franchise, employment, property, and sales tax returns, and has paid all of its respective liabilities for taxes, assessments, governmental charges, and other levies that are due and payable, other than such as are being contested in good faith and for which adequate reserve has been made in accordance with GAAP. No Hydrogenics Entity knows of any pending investigation of any Hydrogenics Entity by any taxing authority or of any pending but unassessed tax liability of any Hydrogenics Entity.

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Section 6.11 Disclosure. No statement, information, report, representation, or warranty made by Borrower in this Agreement or in any other Loan Document or furnished to the Agent in connection with this Agreement or any of the transactions contemplated hereby or in any of the Continuous Disclosure Documents available to the date hereof contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading, when taken as a whole and in light of the circumstances under which they were made. There is no fact known to Borrower which has had a Material Adverse Effect, or which could reasonably be expected in the future have a Material Adverse Effect that has not been disclosed in writing to the Agent.

Section 6.12 Subsidiaries. Each Hydrogenics Entity as of the date hereof is listed on Schedule 6.12 hereto, and Schedule 6.12 sets forth the jurisdiction of incorporation or organization of each such Subsidiary and the percentage of the applicable Hydrogenics Entity's ownership of the outstanding voting stock or equity interests of each such Subsidiary, together with the name and jurisdiction of incorporation or organization of each Hydrogenics Entity. All of the outstanding capital stock or equity interests of each Subsidiary have been validly issued, are fully paid, and are non-assessable.

Section 6.13 Agreements. No Hydrogenics Entity is in default in any material respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any material agreement or instrument material to its business to which such Hydrogenics Entity is a party, except to the extent such default could not reasonably be expected to have a Material Adverse Effect.

Section 6.14 Compliance with Laws. No Hydrogenics Entity is in violation in any material respect of any applicable law, rule, regulation, order, or decree of any Governmental Authority or arbitrator having authority over such Hydrogenics Entity.

Section 6.15 Environmental Matters. Except as disclosed on Schedule 6.15 hereto, as of the date hereof:

(a) Each Hydrogenics Entity and all of their respective properties, assets, and operations are in full compliance with all Environmental Laws in all material respects. No Hydrogenics Entity is aware of, nor has any Hydrogenics Entity received notice of, any past, present, or future conditions, events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of each Hydrogenics Entity with all Environmental Laws in all material respects;

(b) Each Hydrogenics Entity has obtained all material permits, licenses, and authorizations that are required under applicable Environmental Laws, and all such permits are in good standing and each Hydrogenics Entity is in compliance with all of the terms and conditions of such permits in all material respects;

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(c) No Hazardous Materials exist on, about, or within or have been used, generated, stored, transported, disposed of on, or Released from any of the properties or assets of any Hydrogenics Entity, except in compliance in all material respects with applicable Environmental Laws. The use which the Hydrogenics Entities make and intend to make of their respective properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of their properties or assets, except in compliance in all material respects with applicable Environmental Laws;

(d) No Hydrogenics Entity nor any of their respective currently or previously owned or leased properties or operations is subject to any outstanding or threatened order from or agreement with any Governmental Authority or other Person (except to the extent that such Hydrogenics Entity is in full compliance in all material respects with such order or agreement) or subject to any judicial or docketed administrative proceeding with respect to (i) failure to comply with Environmental Laws, (ii) Remedial Action, or (iii) any Environmental Liabilities arising from a Release or threatened Release;

(e) To the knowledge of each Hydrogenics Entity after due inquiry, there are no conditions or circumstances associated with the currently or previously owned or leased properties or operations of any Hydrogenics Entity that could reasonably be expected to give rise to any material Environmental Liabilities;

(f) No Hydrogenics Entity operates a treatment, storage, or disposal facility requiring a permit under applicable Environmental Law. The Hydrogenics Entities are in compliance in all material respects with all applicable financial responsibility requirements of all Environmental Laws;

(g) No Hydrogenics Entity has filed or failed to file any notice required under applicable Environmental Law reporting a Release; and

(h) No Lien arising under any Environmental Law has attached to any property or revenues of any Hydrogenics Entity.

ARTICLE VII

Positive Covenants

The Borrower covenants and agrees that, as long as the Obligations or any part thereof are outstanding, the Borrower will perform and observe, and to the extent applicable will cause all other Hydrogenics Entities to perform and observe, the following positive covenants, unless the Agent shall otherwise consent in writing:

Section 7.1 Reporting Requirements. The Borrower will furnish or cause to be furnished to the Agent:

(a) Notice of Litigation. Promptly after the commencement thereof, notice of all actions, suits, and proceedings before any Governmental Authority or arbitrator affecting any Hydrogenics Entity which, if determined adversely to such Hydrogenics Entity, could have a Material Adverse Effect;

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(b) Notice of Cancellation of Material Contracts. As soon as possible and in any event within five (5) days after the cancellation or non-renewal of any material contract, a written notice setting forth the details of such cancellation or non-renewal and the action that the Borrower has taken and proposes to take with respect thereto;

(c) Notice of Default. As soon as possible and in any event within five (5) Business Days after the occurrence of each Default, a written notice setting forth the details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;

(d) Notice of Material Adverse Change. As soon as possible and in any event within five (5) Business Days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect;

(e) General Information. Promptly, such other information concerning the Borrower or any other Hydrogenics Entity as the Agent may from time to time reasonably request.

Section 7.2 Continuous Disclosure Documents. The Financial Statements of the Borrower filed on SEDAR after the date hereof will present fairly, on a consolidated basis, in all material respects, the financial position of the Hydrogenics Entities as of the respective dates indicated therein and the financial performance and cash flows for the respective periods indicated therein all in accordance with GAAP. No statement, information, report or representation made by Borrower in any of the Continuous Disclosure Documents of the Borrower filed on SEDAR after the date hereof will contain any untrue statement of a material fact or omit to state any material fact required to be stated necessary to make the statements therein not misleading in light of the circumstances under which it was made and taken as a whole.

Section 7.3 Maintenance of Existence; Conduct of Business. Each Hydrogenics Entity will preserve and maintain its corporate existence and all of its material leases, privileges, licenses, permits, franchises, qualifications, and rights that are necessary or desirable in the ordinary conduct of its business. Each Hydrogenics Entity will conduct its business in an orderly and efficient manner in accordance with good business practices.

Section 7.4 Maintenance of Properties. Each Hydrogenics Entity will maintain, keep, and preserve, all of its properties (tangible and intangible) necessary or useful in the proper conduct of its business in good working order and condition except to the extent that failure to so maintain would not reasonably be expected to result in a Material Adverse Event.

Section 7.5 Taxes and Claims. Each Hydrogenics Entity will pay or discharge, at or before maturity or before becoming delinquent (a) all taxes, levies, assessments, and governmental charges imposed on such Hydrogenics Entity or its income or profits or any of its property, (b) all obligations incurred by the Borrower in the ordinary course of business, and (c) all lawful claims for labour, material, and supplies, which, if unpaid, might become a Lien upon such Hydrogenics Entities property; provided, however, that no Hydrogenics Entity shall be required to pay or discharge any tax, levy, assessment, governmental charge or obligation which is being contested in good faith by appropriate proceedings diligently pursued, and for which adequate reserves have been established.

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Section 7.6 Insurance. Each Hydrogenics Entity will maintain insurance with financially sound and reputable insurance companies in such amounts and covering such risks as is usually carried by corporations engaged in similar businesses and owning similar properties in the same general areas in which the Hydrogenics Entities operate.

Section 7.7 Inspection Rights. At any reasonable time, upon reasonable notice and during ordinary business hours, from time to time, each Hydrogenics Entity will permit representatives of the Agent to examine, copy, and make extracts from its books and records, to visit and inspect its properties, and to discuss its business, operations, and financial condition with its officers, employees, and independent certified public accountants, provided that the costs and expenses of such inspection shall only be reimbursable by the Borrower for one such inspection per year unless a Default or Event of Default has occurred and is continuing during such inspection.

Section 7.8 Keeping Books and Records. Each Hydrogenics Entity will maintain proper books of record and account in which full, true, and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities.

Section 7.9 Compliance with Laws. Each Hydrogenics Entity will comply in all material respects with all applicable laws, rules, regulations, orders, and decrees of any Governmental Authority or arbitrator, including Environmental Laws.

Section 7.10 Compliance with Agreements. Each Hydrogenics Entity will comply in all material respects with all material agreements, contracts, and instruments binding on it or affecting its properties or business, except to the extent that non-compliance could reasonably be expected to not have a Material Adverse Effect.

Section 7.11 Further Assurances. Borrower will execute and deliver such further agreements and instruments and take such further action as may be reasonably requested by the Agent to carry out the provisions and purposes of this Agreement and the other Loan Documents and to create, preserve, and perfect the Liens of the Lenders in the Collateral.

Section 7.12 Use of Proceeds, Etc. The proceeds of the Loans shall be used as stated in Section 2.4

Section 7.13 Additional Subsidiaries. Within thirty (30) days after the creation or acquisition of any Subsidiary of the Borrower, the Borrower will cause such Subsidiary to execute and deliver to the Agent (i) a duly executed Subsidiary Covenant Agreement in form and substance reasonably satisfactory to the Agent, and (ii) updated Schedule 6.12 reflecting the creation or acquisition of such Subsidiary.

Section 7.14 Change of Control. Within ten (10) days following the occurrence of a Change of Control, the Borrower shall offer, by written offer delivered to all of the Lenders, to purchase the outstanding Notes for cash consideration at a price equal to 101% of the principal amount outstanding on the date of purchase, plus accrued and unpaid interest thereon. Each Lender shall have five (5) Business Days upon receipt of such notice to accept such offer by notice in writing to the Borrower. Any Lender that fails to accept such offer in writing within such five Business Days (such 5th Business Day being the “Reply Date”) shall be deemed to have declined such offer. Such purchase shall be completed on the Business Day that is five Business Days following the Reply Date, and the Borrower and accepting Lenders shall complete the purchase and sale of any Notes held by Lenders who accept the offer in accordance with the terms hereof.

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ARTICLE VIII

Negative Covenants

The Borrower covenants and agrees that, as long as the Obligations or any part thereof are outstanding, the Borrower will perform and observe, and to the extent applicable will cause all other Hydrogenics Entities to perform and observe, the following negative covenants, unless the Agent shall otherwise consent in writing:

Section 8.1 Debt. No Hydrogenics Entity will incur, create, assume, guarantee, or permit to exist, any Debt, except for the following (herein referred to as “Permitted Debt”):

(a) Debt to the Lenders;

(b) Existing Debt described on Schedule 8.1 hereto;

(d) Purchase money Debt for Capital Expenditures not to exceed Two Million Dollars ($2,000,000) in the aggregate over the life of the Loan.

Section 8.2 Limitation on Liens. No Hydrogenics Entity will incur, create, assume, or permit to exist any Lien upon any of its property, assets, or revenues, whether now owned or hereafter acquired, except for the following (herein referred to as “Permitted Prior Liens”)::

(a) good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations, provided such Liens do not materially impair the operation of the business of the Hydrogenics Entities;

(b) Lien made or incurred in the ordinary course of business to secure (i) workers’ compensation, surety or appeal bonds, letters of credit, costs of litigation when required by law, order, and public and statutory obligations, or (ii) the discharge of Liens or claims incidental to construction and mechanics’, warehouseman’s, carriers’ and other similar liens or construction and mechanics’ and other similar Liens, provided such Liens do not materially impair the operation of the business of the Hydrogenics Entities;

(c) such minor defects as may be revealed by an up to date plan of survey of any property and any minor registered or unregistered encumbrances, including, without limitation, easements, rights of way, encroachments, restrictive covenants, servitudes or other similar rights in land granted to or reserved by other Persons, rights of way for sewers, electric lines, telephone lines and other similar purposes, or zoning by-laws or other restrictions as to the use of real properties which defects, encumbrances, easements, servitudes, rights of way and other similar rights and restrictions do not in the aggregate materially detract from the value of the said properties or materially impair their use in the operation of the business of such Person

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(d) Liens disclosed on Schedule 8.2 hereto;

(e) Liens in favor of the Agent;

(f) Liens in favour of the Borrower;

(g) Liens for taxes, assessments, or other governmental charges which are not delinquent or which are being contested in good faith and for which adequate reserves have been established;

(h) Liens of mechanics, materialmen, warehousemen, carriers, or other similar statutory Liens securing obligations that are not yet due and are incurred in the ordinary course of business;

(i) Liens resulting from good faith deposits to secure payments of worker's compensation or other social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, or contracts (other than for payment of Debt), or leases made in the ordinary course of business; and

(j) Liens placed upon fixed assets hereafter acquired to secure a portion of the purchase price thereof, provided that (x) any such Lien shall not encumber any other property of any Hydrogenics Entity, and (y) the aggregate amount of Debt secured by such Liens incurred as a result of such purchases shall exceed Two Million Dollars ($2,000,000) over the life of the Loan.

Section 8.3 Mergers, Acquisitions, Ownership Except in connection with a Change of Control in respect of which the Borrower has made or will make the offer to repurchase the Notes pursuant to Section 7.14, no Hydrogenics Entity will become a party to an amalgamation, merger, reorganization or consolidation, or wind-up, dissolve, or liquidate, or otherwise permit any transaction, including a plan of arrangement or a reverse takeover, whereby all or substantially all of the Hydrogenics Entity’s assets would become the property of another Person, other than, in the case of any Subsidiary, another Hydrogenics Entity. None of the Borrower’s ownership interest in any Subsidiary shall be sold, transferred, assigned, pledged, liened or alienated in any way without the consent of the Agent, which may be withheld in its sole discretion, other than to another Hydrogenics Entity, or

Section 8.4 Restricted Payments. The Borrower will not declare or pay any Dividends or make any other payment or distribution (in cash, property, or obligations) on account of its share capital or equity interests, or redeem, purchase, retire, or otherwise acquire any of its share capital or equity interests, or set apart any money for a sinking or other analogous fund for any dividend or other distribution on its share capital or equity interests or for any redemption, purchase, retirement, or other acquisition of any of its share capital.

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Section 8.5 Loans and Investments. No Hydrogenics Entity will make any advance, loan, extension of credit, or capital contribution to or investment in, or purchase, and no Hydrogenics Entity will purchase any stock, equity interests, bonds, notes, debentures, or other securities of any Person, except:

(a) Readily marketable direct obligations of the United States of America, Canada or any political subdivision thereof;

(b) into or to any other Hydrogenics Entity or Joint Venture, provided that the aggregate amount into or to Joint Ventures will not to exceed Five Million Dollars ($5,000,000) at any time except with the written consent of the Agent;

(c) Fully insured certificates of deposit with maturities of one year or less from the date of acquisition of any Canadian chartered bank; and

(d) Commercial paper of a domestic issuer if at the time of purchase such paper is rated in one of the two highest rating categories of Standard and Poor's Corporation or Moody's Investors Service.

Section 8.6 Transactions with Non-Arm’s-Length Party. Except with another Hydrogenics Entity or a Joint Venture, no Hydrogenics Entity will enter into any transaction, including, without limitation, the purchase, sale, or exchange of property or the rendering of any service, with any Person not dealing at arm’s-length with the Hydrogenics Entity, except in the ordinary course of and pursuant to the reasonable requirements of such Hydrogenics Entity's business and upon fair and reasonable terms no less favorable to such Hydrogenics Entity than would be obtained in a comparable arm's-length transaction with a Person dealing at arms-length with such Hydrogenics Entity.

Section 8.7 Disposition of Assets. Except in connection with a Change of Control in respect of which the Borrower has made or will make the offer to repurchase the Notes pursuant to Section 7.14, no Hydrogenics Entity will sell, lease, assign, transfer, or otherwise dispose of any of its assets, except dispositions of inventory in the ordinary course of business, dispositions of worn-out or obsolete equipment or personal property and licenses of intellectual property to a Joint Venture.

Section 8.8 Sale and Leaseback. No Hydrogenics Entity will enter into any arrangement with any Person pursuant to which it leases from such Person real or personal property that has been or is to be sold or transferred, directly or indirectly, by it to such Person. Notwithstanding the foregoing, Borrower may enter into sale-leaseback transactions for Capital Expenditures subject to the limitations in Section 8.1(d) and Section 8.2(g).

Section 8.9 Nature of Business. No Hydrogenics Entity will engage in any business other than the businesses in which they are engaged as of the date hereof and similar, ancillary or related business.

Section 8.10 Environmental Protection. No Hydrogenics Entity will (a) use (or permit any tenant to use) any of its properties or assets for the handling, processing, storage, transportation, or disposal of any Hazardous Material, except in compliance in all material respects with Environmental Law, (b) generate any Hazardous Material except in compliance in all material respects with Environmental Law, (c) conduct any activity that is likely to cause a Release or threatened Release of any Hazardous Material, or (d) otherwise conduct any activity or use any of its respective properties or assets in material violation any Environmental Law or create any Environmental Liabilities for which any Hydrogenics Entity would be responsible.

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Section 8.11 No Negative Pledges. No Hydrogenics Entity will enter into or permit to exist any arrangement or agreement, other than pursuant to this Agreement or any Loan Document, or agreements existing on the date hereof (and in respect of which the Borrower has obtained consent to create a Lien in favour of the Agent on the Collateral), which directly or indirectly prohibits the Borrower from creating or incurring a Lien on the Collateral in favour of the Agent.

Section 8.12 Termination or Loss of Licenses. Borrower shall not allow any material contracts or licenses necessary for the operation of Borrower's business to expire, be terminated or rejected except to the extent such event could not reasonably be expected to have a Material Adverse Effect.

Section 8.13 Change of Principal Office. Borrower shall not move its principal office, executive office or principal place of business from the address set forth on the signature page hereto without prior written notice to the Agent.

ARTICLE IX

Default

Section 9.1 Events of Default. Each of the following shall be deemed an "Event of Default":

(a) The Borrower shall fail to pay when due the principal amount of the Notes or any part thereof.

(b) The Borrower shall fail to pay when due the interest owing on the Notes or any part thereof, within five (5) days of the date when due.

(c) The Borrower shall fail to pay the Obligations or any part thereof other than the principal amount of the Notes or any part thereof or interest owing on the Notes or any part thereof, within five (5) days of receipt of written notice of such failure from the Agent.

(d) Following a Change of Control the Borrower shall fail to comply with the requirements of Section 7.14 in respect thereof.

(e) Any representation or warranty made or deemed made by the Borrower or any Hydrogenics Entity (or any of their respective officers) in any Loan Document or in any certificate, report, notice, or financial statement furnished at any time in connection with this Agreement shall be false, misleading, or erroneous in any material respect when made or deemed to have been made.

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(f) The Borrower or any Hydrogenics Entity shall fail to perform, observe, or comply with any covenant, agreement, or term contained in this Agreement or any other Loan Document within thirty (30) days of notice from the Agent to Borrower; provided however, Borrower shall not be granted such notice and cure period hereunder with respect to a default under Section 9.1 (a) through (e) or (g) through (m).

(g) The Borrower or any Hydrogenics Entity shall fail to discharge within a period of sixty (60) days after the commencement thereof any attachment, sequestration, or similar proceeding or proceedings involving an aggregate amount in excess of $100,000 against any of its assets or properties.

(h) A final judgment or judgments for the payment of money in excess of $500,000 in the aggregate shall be rendered by a court or courts against any the Borrower or any Hydrogenics Entity and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within sixty (60) days from the date of entry thereof and the Borrower or the Hydrogenics Entity, as the case may be, shall not, within said period of sixty (60) days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

(i) Any Hydrogenics Entity shall commence a voluntary proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or a substantial part of its property or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any corporate action to authorize any of the foregoing.

(j) An involuntary proceeding shall be commenced against any Hydrogenics Entity seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or a substantial part of its property, and such involuntary proceeding shall remain undismissed and unstayed for a period of sixty (60) days.

(k) Any Hydrogenics Entity (if a corporation) is liquidated or dissolved or its charter expires or is revoked, or any Hydrogenics Entity (if a partnership or business association) is dissolved or partitioned, or any Hydrogenics Entity (if a trust) is terminated or expires.

(l) There shall occur a Default or Event of Default under any other loan in excess of $500,000 by and between any Hydrogenics Entity and a third party lender, or any Hydrogenics Entity shall fail to pay when due (including the lapse of any curative or grace period granted therein) any principal of or interest on any Debt (other than the Obligations) in excess of $500,000, or the maturity of any such Debt shall have been accelerated, or any such Debt shall have been required to be prepaid prior to the stated maturity thereof, or any event shall have occurred that permits (or, with the giving of notice or lapse of time or both, would permit) any holder or holders of such Debt or any Person acting on behalf of such holder or holders to accelerate the maturity thereof or require any such prepayment.

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(m) This Agreement or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Hydrogenics Entity, or any Hydrogenics Entity shall deny that it has any further liability or obligation under any of the Loan Documents, or any lien or security interest created by the Loan Documents shall for any reason cease to be a valid, first or second priority perfected security interest, as applicable, in and lien upon any of the Collateral purported to be covered thereby.

(n) The holder of any lien or security interest on any of the assets of any Hydrogenics Entity (without hereby implying the consent of the Agent or the Lenders to the existence or creation of any such lien or security interest on such assets), has the immediate ability to accelerate the debt secured by such lien or institutes foreclosure or other proceedings for the enforcement of its remedies thereunder.

(o) A Material Adverse Event occurs.

Section 9.2 Remedies Upon Default. If any Event of Default shall occur and be continuing, the Agent may without notice declare the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonour, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that upon the occurrence of an Event of Default under Section 9.1(i) or Section 9.1(j), the Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonour, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. If any Event of Default shall occur and be continuing, the Agent, on behalf of all Lenders, may exercise all rights and remedies available to it in law or in equity, under the Loan Documents, or otherwise.

Section 9.3 Performance by the Agent. If Borrower shall fail to perform any covenant or agreement contained in any of the Loan Documents, the Agent may perform or attempt to perform such covenant or agreement on behalf of Borrower. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount expended by the Agent in connection with such performance or attempted performance to the Agent, together with interest thereon at the Default Rate from and including the date of such expenditure to but excluding the date such expenditure is paid in full. Notwithstanding the foregoing, it is expressly agreed that the Agent shall not have any liability or responsibility for the performance of any obligation of Borrower under this Agreement or any other Loan Document.

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ARTICLE X

Agent

Section 10.1 Appointment. By execution of this Agreement, each Lender hereby irrevocably designates and appoints the Agent as its agent, proxy and attorney-in-fact for purposes of this Agreement and the other Loan Documents with respect to all provisions that expressly grant authority to the Agent and irrevocably authorizes the Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent will have full and complete power and authority to act for and in the name of and as agent for the Lenders and all Lenders will be bound by the Agent’s agreements and decisions with respect to such provisions and will be bound by any documents delivered by the Agent to Borrower or any other Hydrogenics Entity in connection therewith.

Section 10.2 Exculpatory Provisions. The Agent shall not be liable to any party hereto or to any other Person for any breach of any provision of this Agreement by any Lender or by the Borrower, provided that the foregoing shall not relieve Cinnamon from its obligations hereunder as a Lender.

Section 10.3 Agent in its Capacity as a Lender. With respect to the principal amount of the Loan advanced by it in its capacity as Lender, the Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise such rights and powers as though it were not the Agent.

Section 10.4 Successor Agent. The Agent may resign as the Agent upon not less than fifteen (15) days’ notice to the Lenders and the Borrower. Upon resignation of the Agent, the Lenders shall appoint from among the Lenders a successor Agent approved by Lenders owed not less than two thirds (2/3rds) of the principal amount of the Loan then outstanding and owing to all of the Lenders. Upon its appointment, the successor Agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor Agent effective upon its appointment, and the former Agent’s rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement, and the Lenders and the Borrower shall take such actions and execute such documents as may be necessary or desirable to confirm and recognize the appointment of the successor Agent as herein contemplated. In the event none of the Lenders is willing to act as successor Agent, the Lenders, acting unanimously, may appoint a successor Agent other than from among the Lenders, in which event the provisions of this Section 10.4 shall apply to such successor Agent so appointed, mutatis mutandis.

ARTICLE XI

Miscellaneous

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Section 11.1 Expenses. The Borrower hereby agrees to pay on demand: (a) the fees and expenses of legal counsel for the Agent in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents, subject to a maximum of C$50,000 plus disbursements and H.S.T., (b) all costs and expenses of the Lenders in connection with the preparation, negotiation, execution, and delivery of any and all amendments, modifications, renewals, extensions, and supplements thereof and thereto, including, without limitation, the fees and expenses of legal counsel for the Agent, (b) all costs and expenses of the Lenders in connection with any Default and the enforcement of this Agreement or any other Loan Document, including, without limitation, the fees and expenses of legal counsel for the Agent, (c) all transfer, stamp, documentary, or other similar taxes, assessments, or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents, (d) all costs, expenses, assessments, and other charges incurred in connection with any filing, registration, recording, or perfection of any security interest or Lien contemplated by this Agreement or any other Loan Document, and (e) all other costs and expenses incurred by the Lenders or the Agent in connection with this Agreement or any other Loan Document, including, without limitation, all costs, expenses, and other charges incurred in connection with obtaining any appraisal in respect of the Collateral. All fees payable to Origin Merchant Securities Inc. or any other agents with respect to soliciting persons to participate in the Loan as lenders will be paid by the Borrower.

Section 11.2 Limitation of Liability of Lenders. The obligations of each Lender to the Borrower pursuant to the Loan Documents shall be several and neither joint nor joint and several. No Lender shall be liable or any way responsible for any failure on the part of any other Lender to perform its obligations pursuant to this Agreement. In the event any Lender shall fail to Advance the principal amount of the Loan agreed to be advanced by the Lender notwithstanding compliance by the Borrower with all of its obligations under this Agreement, the Borrower, the Agent and Lenders not so in default shall be relieved of all of their obligations hereunder unless otherwise agreed by the Borrower, the Agent and such other Lenders.

Section 11.3 Confidentiality. The Agent and the Lenders shall exercise reasonable efforts to keep confidential material information received from the Borrower pertaining to the business and affairs of the Hydrogenics Entities or any of them which is confidential or non-public, and shall make no improper use thereof, provided that the Agent and Lenders may communicate such information (i) to each other, (ii) to any Person when required by law or pursuant to any proper request made by any regulatory authority having jurisdiction, or (iii) to any other Person in connection with the exercise of the Agents or the Lenders rights hereunder or under any of the other Loan Documents. For purposes hereof, “material information” shall exclude any information (i) which has come within the public domain through no fault of the Agent or the Lenders, or (ii) which is rightly available to the Agent or the Lenders on a non-confidential basis prior to receipt of disclosure of same, or (iii) which becomes rightly available to the Agent or the Lenders on a non-confidential basis from any third party without the breach or violation of any contractual or legal obligation which third party has to Borrower with respect to such information.

Section 11.4 No Waiver; Cumulative Remedies. No failure on the part of the Agent or the Lenders or any of them, to exercise and no delay in exercising, and no course of dealing with respect to any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in this Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by law.

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Section 11.5 Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of the Agent, the Lenders and the Borrower and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent and the Lenders may not assign any of the their rights or obligations or their interest in the Loans without the prior written consent of the Borrower except during the continuance of an Event of Default.

Section 11.6 Survival. All representations and warranties made in this Agreement or any other Loan Document or in any document, statement, or certificate furnished in connection with this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and no investigation by the Agent or the Lenders or any of them, or the closing shall affect the representations and warranties or the right of the Lenders to rely upon them.

Section 11.7 Amendment. The provisions of this Agreement and the other Loan Documents may be amended or waived only by an instrument in writing signed by the parties hereto.

Section 11.8 Maximum Interest Rate. No provision of this Agreement or any other Loan Document shall require the payment or the collection of interest in excess of the maximum amount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event the Lenders ever receive, collect, or apply as interest any such sum, such amount which would be in excess of the maximum amount permitted by applicable law shall be applied as a payment and reduction of the principal of the indebtedness evidenced by the Notes; and, if the principal of the Notes has been paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable exceeds the Maximum Rate, the Borrower and the Lenders shall, to the extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by the Notes so that interest for the entire term does not exceed the Maximum Rate.

Section 11.9 Notices. All notices and other communications provided for in this Agreement and the other Loan Documents to which the Borrower is a party shall be given or made in writing by telecopy, or mailed by certified mail return receipt requested, or delivered to the intended recipient at the "Address for Notices" specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to the other party given in accordance with this Section. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopy or when personally delivered or, in the case of a mailed notice, when duly deposited in the mails, in each case given or addressed as aforesaid.

Section 11.10 Governing Law; Venue. This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable laws of the Canada. This agreement has been entered into in Ontario, and it shall be performable for all purposes in Ontario. Any action or proceeding against the Borrower or any Hydrogenics Entity under or in connection with any of the Loan Documents may be brought in any court having jurisdiction in the Province of Ontario.

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Section 11.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 11.12 Severability. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision held to be invalid or illegal.

Section 11.13 Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

Section 11.14 Participations. The Lenders shall have the right at any time and from time to time to grant participations in the Notes and any other Loan Documents, subject to obtaining the consent of the Agent, such consent not to be unreasonably withheld, provided that in no event will the Share Purchase Warrants be issuable to any Person other than the original Lenders. Each actual or proposed participant shall be entitled to receive all information received by the Agent regarding the Borrower and each other Hydrogenics Entity.

Section 11.15 Construction. The Borrower, the Agent and the Lenders acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Borrower, the Agent and the Lenders.

Section 11.16 Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default if such action is taken or such condition exists.

Section 11.17 Time is of the Essence. Time is of the essence with respect to the performance of the obligations in this Agreement.

Section 11.18 No Oral Agreements. This written agreement, the notes, the other Loan Documents, and the instruments and documents executed in connection herewith, represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

		BORROWER:

		HYDROGENICS CORPORATION,
		a Canada corporation

		By:	“Daryl C. F. Wilson”
			Daryl C. F. Wilson Chief Executive Officer

		Address for Notices: 220 Admiral Boulevard Mississauga, ON L5T 2N6 Phone: (905) 361-3660 Attention: Mr. Robert Motz, Chief Financial Officer and Corporate Secretary


		LENDERS:

		CINNAMON INVESTMENTS LIMITED,
		an Ontario corporation

		By:	“Patrick W. E. Hodgson”
			Patrick W. E. Hodgson President

		Address for Notices:

		[REDACTED – PERSONAL INFORMATION]

		BRIDGECORP CANADA INC.,
		an Ontario corporation

		By:	“Jason Chapnik”
			Jason Chapnik President

		Address for Notices:

		[REDACTED – PERSONAL INFORMATION]


		ORIGIN MERCHANT PRINCIPALS FUND LP, an Ontario limited partnership, acting by its General Partner, Origin Capital GP Inc.

		By:	“Jason Meloche”
			James Meloche President

		Address for Notices:

		[REDACTED – PERSONAL INFORMATION]

		AGENT:

		CINNAMON INVESTMENTS LIMITED, an Ontario corporation

		By:	“Patrick W. E. Hodgson”
			Patrick W. E. Hodgson President

		Address for Notices:

		[REDACTED – PERSONAL INFORMATION]