0001047469-04-035924 Sample Contracts

BILATERAL CONFIDENTIALITY AGREEMENT
Bilateral Confidentiality Agreement • December 2nd, 2004 • Hydrogenics Corp • Motors & generators • Ontario

THIS BILATERAL CONFIDENTIALITY AGREEMENT (this "Agreement") is made as of the 12th day of November, 2002 (the "Effective Date") by and between STUART ENERGY SYSTEMS CORPORATION ("Stuart Energy"), a Canadian corporation having a principal place of business at 5101 Orbitor Drive, Mississauga, Ontario L4W 4V1 and HYDROGENICS CORPORATION ("Hydrogenics"), a Canadian corporation having a principal place of business at 5985 McLaughlin Road, Mississauga, Ontario L5R 1B8.

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DEPOSITARY AGREEMENT
Agreement • December 2nd, 2004 • Hydrogenics Corp • Motors & generators • Ontario

Hydrogenics Corporation (the "Company") proposes to make an offer (the "Offer") to purchase all of the outstanding common shares (the "Subject Shares") of Stuart Energy Systems Corporation. The Company wishes to confirm the terms of your appointment as depositary under the Offer.

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