GUARANTY AGREEMENT

Exhibit 10.4

THIS GUARANTY AGREEMENT (this "Guaranty") is made as of September 26, 2017, by POWIN CANADA B.C. LTD, a corporation incorporated under the laws of the province of British Columbia ("Guarantor"), in favor of BROOKFIELD BRP HOLDINGS (CANADA) INC., a corporation formed under the laws of Ontario (together with its successors and assigns, "Lender").

RECITALS

A. Lender is making a loan in the principal sum of Cdn$5,500,000.00 (the "Loan") to Powin Energy Ontario Storage II, LP, a limited partnership formed under the laws of the province Ontario ("Borrower"), on or about the date of this Guaranty.

B. Guarantor is the sole limited partner of Borrower and the sole shareholder in Powin Energy Storage 2, Inc., a corporation incorporated under the laws of the province of British Columbia, the general partner of Borrower. As such, Guarantor has a significant financial interest in Lender's making of the Loan to Borrower, and will realize significant financial benefit from the Loan.

C. The Loan is evidenced by a Term Loan Agreement of even date herewith (the "Loan Agreement") between Borrower and Lender and a Promissory Note of even date herewith (the "Note") in the principal amount of the Loan from Borrower to Lender, and is secured in part by a Leasehold Debenture of even date herewith (the "Mortgage") granted by Borrower to Lender and encumbering Borrower's interest in certain property located in the province of Ontario as more fully described therein (the real estate, together with all improvements thereon and personal property associated therewith, is hereinafter collectively called the "Mortgaged Property"), and a General Security Agreement of even date herewith (the "Security Agreement") made by Guarantor for the benefit of Lender. The Loan Agreement, Note, Mortgage, Security Agreement, and all other documents and instruments existing now or after the date hereof that evidence, secure or otherwise relate to the Loan, including this Guaranty, any assignments of leases and rents, other assignments, security agreements, financing statements, other guaranties, indemnity agreements (including environmental indemnity agreements), letters of credit, or escrow/holdback or similar agreements or arrangements, together with all amendments, modifications, substitutions or replacements thereof, are sometimes herein collectively referred to as the "Loan Documents."

D. It is a condition precedent to the obligation of Lender to advance the proceeds of the Loan that Guarantor execute and deliver to Lender this Guaranty of the payment and performance of Borrower's obligations under the Loan Documents, on the terms and subject to the limitations and conditions set forth herein.

AGREEMENT

In consideration of Lender's agreement to make the Loan to Borrower and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Guarantor hereby states and agrees as follows:

1. Guaranty of Obligations.

a. Guarantor hereby absolutely and unconditionally guarantees full and punctual payment and performance when due of each and every one of Borrower's obligations under the Loan Documents, including, without limitation, payment of interest thereon at the Interest Rate or the Default Rate, as applicable, and payment of all expenses, including attorneys' fees, incurred by Lender in connection with the enforcement of any of Lender's rights under this Guaranty and the other Loan Documents (collectively, the "Guaranteed Obligations").

b. Upon the request of Lender, Guarantor shall immediately pay or perform the Guaranteed Obligations when they or any of them become due or are to be paid or performed under the term of any of the Loan Documents. Any amounts received by Lender from any sources and applied by Lender towards the payment of the Guaranteed Obligations shall be applied in such order of application as Lender may from time to time elect. All Guaranteed Obligations shall conclusively be presumed to have been created, extended, contracted, or incurred by Lender in reliance upon this Guaranty and all dealings between Borrower and Lender shall likewise be presumed to be in reliance upon this Guaranty.

2. Additional Advances, Renewals, Extensions and Releases. Guarantor hereby agrees and consents that, without notice to or further consent by Guarantor, Lender may make additional advances with respect to the Loan, the Project, the Mortgaged Property or the other Collateral, and the obligations of Borrower or any other party in connection with the Loan may be renewed, extended, modified, accelerated or released by Lender as Lender may deem advisable, and any collateral the Lender may hold or in which the Lender may have an interest may be exchanged, sold, released or surrendered by it, as it may deem advisable, without impairing or affecting the obligations of Guarantor hereunder in any way whatsoever.

3. Waivers.

a. Guarantor hereby waives each of the following: (i) any and all notice of the acceptance of this Guaranty or of the creation, renewal or accrual of any Guaranteed Obligations or the Debt, present or future (including any additional advances made by Lender under the Loan Documents); (ii) the reliance of Lender upon this Guaranty; (iii) notice of the existence or creation of any Loan Document or of any of the Guaranteed Obligations; (iv) protest, presentment, demand for payment, notice of default or nonpayment, notice of dishonor to or upon Guarantor, Borrower or any other party liable for any of the Guaranteed Obligations; (v) any and all other notices or formalities to which Guarantor may otherwise be entitled, including notice of Lender's granting the Borrower any indulgences or extensions of time on the payment of any Guaranteed Obligations; and (vi) promptness in making any claim or demand hereunder.

b. No delay or failure on the part of Lender in the exercise of any right or remedy against either Borrower or Guarantor shall operate as a waiver thereof, and no single or partial exercise by Lender of any right or remedy herein shall preclude other or further exercise thereof or of any other right or remedy whether contained herein or in the Note or any of the other Loan Documents. No action of Lender permitted hereunder shall in any way impair or affect this Guaranty.

c. Guarantor acknowledges and agrees that Guarantor shall be and remain absolutely and unconditionally liable for the full amount of all Guaranteed Obligations notwithstanding any of the following, and Guarantor waives any defense or counterclaims to which Guarantor may be entitled, based upon any of the following, in any proceeding (without prejudice to assert the same in a separate cause of action at a later time):

(i) Any or all of the Guaranteed Obligations being or hereafter becoming invalid or otherwise unenforceable for any reason whatsoever or being or hereafter becoming released or discharged, in whole or in part, whether pursuant to a proceeding under any bankruptcy or insolvency laws or otherwise; or

(ii) Lender failing or delaying to properly perfect or continue the perfection of any security interest or lien on any property which secures any of the Guaranteed Obligations, or to protect the property covered by such security interest or enforce its rights respecting such property or security interest; or

(iii) Lender failing to give notice of any disposition of any property serving as collateral for any Guaranteed Obligations or failing to dispose of such collateral in a commercially reasonable manner; or

(iv) Any other circumstance that might otherwise constitute a defense other than payment in full of the Guaranteed Obligations.

d. So long as any portion of the Guaranteed Obligations or Indebtedness evidenced by the Loan Documents remains unpaid or any portion of the Guaranteed Obligations or such Indebtedness (or any security therefor) that has been paid to Lender remains subject to invalidation, reversal or avoidance as a preference, fraudulent transfer or for any other reason whatsoever (whether under bankruptcy or non-bankruptcy law) to being set aside or required to be repaid to Borrower as a debtor in possession or to any trustee in bankruptcy, Guarantor irrevocably waives:

(i) any rights which it may acquire against Borrower by way of subrogation under this Guaranty or by virtue of any payment made hereunder (whether contractual, or under any applicable state, provincial or federal statute, under common law, or otherwise); and

(ii) all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against Borrower that may have arisen in connection with this Guaranty; and

(iii) any right to participate in any way in the Loan Documents or in the right, title and interest in any collateral securing the payment of Borrower's obligations to Lender; and

(iv) all rights, remedies and claims relating to any of the foregoing.

If any amount is paid to Guarantor on account of subrogation rights or otherwise, such amount shall be held in trust for its benefit nd shall forthwith be paid to Lender to be applied to the Guaranteed Obligations, whether matured or unmatured, in such order as Lender shall determine.

4. Guaranty of Payment. Guarantor agrees that Guarantor's liability hereunder is primary, absolute and unconditional without regard to the liability of any other party. This Guaranty shall be construed as an absolute, irrevocable and unconditional guaranty of payment and performance of the Guaranteed Obligations (and not a guaranty of collection), without regard to the validity, regularity or enforceability of any of the Guaranteed Obligations.

5. Guaranty Effective Regardless of Collateral. This Guaranty is made and shall continue as to any and all Guaranteed Obligations without regard to any liens or security interests in any collateral, the validity, effectiveness or enforceability of such liens or security interests, or the existence or validity of any other guaranties or rights of Lender against any other obligors. Any and all such collateral, security, guaranties and rights against other obligors, if any, may from time to time without notice to or consent of Guarantor, be granted, sold, released, surrendered, exchanged, settled, compromised, waived, subordinated or modified, with or without consideration, on such terms or conditions as may be acceptable to Lender, without in any manner affecting or impairing the liabilities of Guarantor. Without limiting the generality of the foregoing, it is acknowledged that Guarantor's liability hereunder shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release of record of the Mortgage; provided, however, that Guarantor's liability hereunder shall not apply to the extent that Guarantor can prove that such liability arose solely from circumstances that: (a) first came into existence subsequent to the date that Lender, its nominee or any party claiming title to the Mortgaged Property through Lender, acquired title to the Mortgaged Property, whether by foreclosure, exercise of power of sale, consent to sale or otherwise and (b) were not the result of any act or negligence of Borrower, Guarantor or any of their respective Affiliates, agents or contractors.

6. Additional Credit. Credit or financial accommodation may be granted or continued from time to time by Lender to Borrower regardless of Borrower's financial or other condition at the time of any such grant or continuation, without notice to or the consent of Guarantor and without affecting Guarantor's obligations hereunder. Lender shall have no obligation to disclose or discuss with Guarantor its assessment of the financial condition of Borrower.

7. Rescission of Payments. If at any time payment of any of the Guaranteed Obligations or any part thereof is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of Borrower or under any other circumstances whatsoever, this Guaranty shall, upon such rescission, restoration or return, continue to be effective or shall (if previously terminated) be reinstated, as the case may be, as if such payment had not been made.

8. Independent Obligations. The obligations of Guarantor are independent of the obligations of Borrower, and a separate action or actions for payment, damages or performance may be brought and prosecuted against Guarantor, whether or not an action is brought against Borrower or the security for Borrower's obligations, and whether or not Borrower is joined in any such action or actions. Guarantor expressly waives any requirement that Lender institute suit against Borrower or any other persons, or exercise or exhaust its remedies or rights against Borrower or against any other person, other guarantor, or other collateral securing all or any part of the Guaranteed Obligations, prior to enforcing any rights Lender has under this Guaranty or otherwise. Lender may pursue all or any such remedies at one or more different times without in any way impairing its rights or remedies hereunder. Guarantor hereby further waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof. If there shall be more than one guarantor with respect to any of the Guaranteed Obligations, then the obligations of each such guarantor shall be joint and several.

9. Subordination of Indebtedness of Borrower to Guarantor. Any Indebtedness of Borrower to Guarantor now or hereafter existing is hereby subordinated to the prior payment in full of the Guaranteed Obligations. Guarantor agrees that following the occurrence and during the continuance of an Event of Default, until the Guaranteed Obligations and Indebtedness evidenced by the Loan Documents have been paid in full, Guarantor will not seek, accept or retain for Guarantor's own account, any payment (whether for principal, interest, or otherwise) from Borrower for or on account of such subordinated debt. Following the occurrence and during the continuance of an Event of Default, any payments to Guarantor on account of such subordinated debt shall be collected and received by Guarantor in trust for Lender and shall be paid over to Lender on account of the Guaranteed Obligations, as Lender determines in its discretion, without impairing or releasing the obligations of Guarantor hereunder. Guarantor hereby unconditionally and irrevocably agrees that (a) Guarantor will not at any time while the Guaranteed Obligations remain unpaid, assert against Borrower (or Borrower's estate in the event that Borrower becomes the subject of any case or proceeding under any federal, state or provincial bankruptcy or insolvency laws) any right or claim to indemnification, reimbursement, contribution or payment for or with respect to any and all amounts Guarantor may pay or be obligated to pay Lender, including the Guaranteed Obligations, and any and all obligations which Guarantor may perform, satisfy or discharge, under or with respect to the Guaranty, and (b) Guarantor subordinates to the Indebtedness evidenced by the Loan Documents all such rights and claims to indemnification, reimbursement, contribution or payment that Guarantor may have now or at any time against Borrower (or Borrower's estate in the event that Borrower becomes the subject of any case or proceeding under any federal, state or provincial bankruptcy or insolvency laws).

10. Claims in Bankruptcy. Guarantor shall file all claims against Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law upon any Indebtedness of Borrower to Guarantor and will assign to Lender all rights of Guarantor thereunder. Guarantor hereby irrevocably appoints Lender its attorney-in-fact, which appointment is coupled with an interest, to file any such claim that Guarantor may fail to file, in the name of Guarantor or, in Lender's discretion, to assign the claim and to cause proof of claim to be filed in the name of Lender's nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lender the full amount thereof and, to the full extent necessary for that purpose, Guarantor hereby assigns to Lender all of Guarantor's rights to any such payments or distributions to which Guarantor would otherwise be entitled.

11. Guarantor's Representations and Warranties. Guarantor represents, warrants and covenants to and with Lender that:

a. There is no action or proceeding pending or, to the knowledge of Guarantor, threatened against Guarantor before any court or administrative agency which might result in any material adverse change in the business or financial condition of Guarantor or in the property of Guarantor;

b. Guarantor has filed all federal and provincial income tax returns which Guarantor has been required to file (or valid extensions of the same), and has paid all taxes as shown on said returns and on all assessments received by Guarantor to the extent that such taxes have become due;

c. Neither the execution nor delivery of this Guaranty nor fulfillment of nor compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or instrument to which Guarantor is now a party or by which Guarantor may be bound;

d. This Guaranty is a valid and legally binding agreement of Guarantor and is enforceable against Guarantor in accordance with its terms;

e. Guarantor has examined the Loan Documents; and

f. Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. Guarantor is duly organized, validly existing and in good standing under the laws of the province of its formation, and the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized and the person(s) signing this Guaranty on Guarantor's behalf has been validly authorized and directed to sign this Guaranty.

12. Notice of Litigation. Guarantor shall promptly give Lender notice of all litigation or proceedings before any court or Governmental Authority affecting Guarantor or its property, except litigation or proceedings which, if adversely determined, would not have a material adverse effect on the financial condition or operations of Guarantor or its ability to perform any of its obligations hereunder.

13. Access to Records. Guarantor shall give Lender and its representatives access to, and permit Lender and such representatives to examine, copy or make extracts from, any and all books, records and documents in the possession of Guarantor relating to the performance of Guarantor's obligations hereunder and under any of the Loan Documents, all at such times and as often as Lender may reasonably request. If Guarantor is not an individual, Guarantor shall continuously maintain its existence and shall not dissolve or permit its dissolution.

14. Assignment by Lender. In connection with any sale, assignment or transfer of the Loan, Lender may sell, assign or transfer this Guaranty and all or any of its rights, privileges, interests and remedies hereunder to any other person or entity whatsoever without notice to or consent by Guarantor, and in such event the assignee shall be entitled to the benefits of this Guaranty and to exercise all rights, interests and remedies as fully as Lender.

15. Termination. Except as otherwise provided for in the Loan Documents, this Guaranty shall terminate only when all of the Guaranteed Obligations have been indefeasibly paid in full, including all interest thereon, late charges and other charges and fees included within the Guaranteed Obligations. When the conditions described above have been fully met, Lender will, upon request, furnish to Guarantor a written cancellation of this Guaranty.

16. Notices. All notices, requests and communications hereunder shall be in writing (including by electronic mail). Unless otherwise expressly provided herein, any such notice, request, demand or other communication shall be deemed to have been duly given or made when delivered personally, or, in the case of delivery by mail, when deposited in the mail, certified mail with return receipt requested, postage prepaid or, in the case of electronic mail, when sent and no undeliverable notification is received, addressed as follows:

Lender:

	Brookfield BRP Holdings (Canada) Inc. 000 Xxx Xxxxxx, Xxxxx 000
	Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxx Xxxxxxxxx
	E-mail: xxxx.xxxxxxxxx@xxxxxxxxxx.xxx

With copies of legal notices to:

	Brookfield BRP Holdings (Canada) Inc. 000 Xxx Xxxxxx, Xxxxx 000
	Xxxxxxx, Xxxxxxx X0X 0X0 Attention: General Counsel
	E-mail: xxxxxxxx.xxxxx@xxxxxxxxxx.xxx

With a copy to:

	K&L Gates LLP
	000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx
	E-mail: xxxx.xxxxx@xxxxxxx.xxx

Guarantor:

	Powin Canada B.C. Ltd.
	c/o Powin Energy Corporation 00000 XX 000xx Xxxxxx Xxxxxxxx, Xxxxxx 00000 Attention: Xxxxxxx Xxxxxxxx E-mail: xxxxx@xxxxx.xxx

Any party may, by proper written notice hereunder to the others, change the individuals or addresses to which such notices to it shall thereafter be sent.

17. Waiver of Jury Trial. TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY APPLICABLE LAW, EACH OF GUARANTOR AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE MORTGAGE, THE SECURITY AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH RIGHT TO TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF GUARANTOR AND LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

18. Miscellaneous. This Guaranty shall be a continuing guaranty. This Guaranty shall bind the heirs (but only to the extent of their interest on the estate of Guarantor), successors and assigns of Guarantor (except that Guarantor may not assign his, her, or its liabilities under this Guaranty without the prior written consent of Lender, which consent Lender may in its discretion withhold), and shall inure to the benefit of Lender, its successors, transferees and assigns. Each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law. Neither this Guaranty nor any of the terms hereof, including the provisions of this Section, may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing executed by the party against which enforcement of the termination, amendment, supplement, waiver or modification is sought, and the parties hereby: (a) expressly agree that it shall not be reasonable for any of them to rely on any alleged, non-written amendment to this Guaranty; (b) irrevocably waive any and all right to enforce any alleged, non-written amendment to this Guaranty; and (c) expressly agree that it shall be beyond the scope of authority (apparent or otherwise) for any of their respective agents to agree to any non-written modification of this Guaranty. This Guaranty may be executed in several counterparts, each of which counterpart shall be deemed an original instrument and all of which together shall constitute a single Guaranty. The failure of any party hereto to execute this Guaranty, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. As used in this Guaranty, (i) the terms "include," "including" and similar terms shall be construed as if followed by the phrase "without being limited to," (ii) any pronoun used herein shall be deemed to cover all genders, and words importing the singular number shall mean and include the plural number, and vice versa, (iii) all captions to the Sections hereof are used for convenience and reference only and in no way define, limit or describe the scope or intent of, or in any way affect, this Guaranty, (iv) no inference in favor of, or against, Lender or Guarantor shall be drawn from the fact that such party has drafted any portion hereof or any other Loan Document, (v) the term "Borrower" shall mean individually and collectively, jointly and severally, each Borrower (if more than one) and shall include the successors (including any subsequent owner or owners of the Mortgaged Property or any part thereof or any interest therein and Borrower in its capacity as debtor-in-possession after the commencement of any bankruptcy proceeding), assigns, heirs, personal representatives, executors and administrators of Borrower, (vi) the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or," (vii) the words "hereof," "herein," "hereby," "hereunder," and similar terms in this Guaranty refer to this Guaranty as a whole and not to any particular provision or section of this Guaranty, and (viii) an Event of Default shall "continue" or be "continuing" until such Event of Default has been waived in writing by Lender or Lender has agreed, in its sole and absolute discretion, to accept a cure of such Event of Default. Wherever Lender's judgment, consent, approval or discretion is required under this Guaranty or Lender shall have an option, election, or right of determination or any other power to decide any matter relating to the terms of this Guaranty, including any right to determine that something is satisfactory or not, such determination shall be made in the sole and absolute discretion of Lender except as may be otherwise expressly and specifically provided herein. If any provision of this Guaranty is held invalid or unenforceable by final and unappealable judgment of the court having jurisdiction over the matter and persons, such provisions shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision, its application in other circumstances, or the remaining provisions of this Guaranty. Any capitalized terms used in this Guaranty and not otherwise defined herein shall have the meaning set forth in the Loan Agreement.

19. Applicable Law; Jurisdiction and Venue.

a. LENDER HAS OFFICES IN THE STATE OF NEW YORK AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

b. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY ("ACTION") MAY AT LENDER'S OPTION BE INSTITUTED IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE OR FORUM NON CONVENIENS OF ANY SUCH ACTION, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY ACTION. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT:

National Registered Agents, Inc.

000 Xxxxxx Xxxxxx

Xxx Xxxx, XX 00000

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH ACTION IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

20. OFAC. Guarantor hereby represents, warrants and covenants that Guarantor is not (nor will be) a person with whom Lender is restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury of the United States of America (including, those Persons named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order (including, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, Guarantor hereby covenants to provide Lender with any additional information that Lender deems necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar activities.

21. Limited Recourse. Lender's recourse under this Guaranty shall be limited to and satisfied from the Collateral pledged to Lender pursuant to the Security Agreement and any other collateral pledged by Guarantor to Lender as security for its obligations under this Guaranty, including all proceeds thereof; provided, however nothing herein shall, under any circumstances, (a) impair the right of Lender to name Guarantor in any proceeding, action or suit for foreclosure, sale or other Collateral realization under the Security Agreement or any other Loan Document, or (b) impair the specific enforcement of Guarantor's obligations under any of the Loan Documents. Furthermore, notwithstanding the foregoing, Lender shall have recourse against Guarantor with respect to, and Guarantor shall be fully and personally liable for, payment of all expenses, including attorneys' fees, incurred by Lender in connection with the enforcement of any of Lender's rights under this Guaranty and the other Loan Documents.

22. Exculpation. Notwithstanding anything to the contrary herein or in any of the other Loan Documents, in no event shall any of Guarantor's partners, direct or indirect members, shareholders or owners, or any officer, director, employee or agent of the foregoing (collectively, "Exculpated Parties"), have any personal liability whatsoever relating to the Loan Documents (other than those Loan Documents to which any such Exculpated Party is a party) or the loan evidenced thereby; provided, however, that the foregoing shall not prohibit Lender from pursuing claims as permitted under applicable law with respect to fraud or to distributions or payments actually received by any Exculpated Party in violation of the terms of any of the Loan Documents or following the occurrence and during the continuance of an Event of Default under the Loan Documents.

Signatures Appear on Following Page

IN WITNESS WHEREOF, Guarantor has executed or caused this Guaranty to be executed as of the day and year first above written.

GUARANTOR: POWIN CANADA B.C. LTD., a corporation incorporated under the laws of the province of British Colum is

By:	/s/ Xxxxx Xxxxx
Name:	Xxxxx Xxxxx
Title:	Direct

(Signature Page to Guaranty Agreement)

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GUARANTY AGREEMENT

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