UNDERWRITING AGREEMENTHydrogenics Corp • April 7th, 2005 • Motors & generators • Ontario
We understand that Stuart Energy Systems Corporation (the "Company") proposes to issue and sell to the Underwriters (as defined below) an aggregate of 7,000,000 common shares (the "Shares") of the Company (the Shares being offered for sale by the Company are collectively referred to in this agreement as the "Purchased Shares"). Upon and subject to the terms and conditions contained in this agreement, National Bank Financial Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc., (collectively, the "Underwriters" and each individually, an "Underwriter") hereby severally offer to purchase from the Company in the respective percentages set out in section 22 of this agreement, and the Company hereby agrees to sell to the Underwriters, all but not less than all of the Purchased Shares at Cdn. $3.00 per Purchased Share. In addition, the Company hereby grants to the Underwriters the Over-Allotment Option (as defined below) and agrees to sell to the Underwriters the Additional Shares (
