ContractGeneral Security Agreement • October 3rd, 2017 • Powin Energy Corp • Miscellaneous manufacturing industries • Ontario
GENERAL SECURITY AGREEMENT This General Security Agreement is made as of September 26, 2017. TO: BROOKFIELD BRP HOLDINGS (CANADA) INC., as Secured Party RECITALS: A. Powin Energy Ontario Storage II, LP, as borrower (the "Debtor") and Brookfield BRP Holdings (Canada) Inc., as lender, are party to a term loan agreement dated as of the date hereof (as may be amended, supplemented, restated or replaced from time to time, the "Loan Agreement"). B. Powin Energy Storage 2, Inc.is the general partner of the Borrower. C. Pursuant to the Loan Agreement, the Debtor is required to secure the payment and performance of the Secured Liabilities and, accordingly, the Debtor has agreed to grant to the Secured Party the Security Interests with respect to the Collateral in accordance with the terms of this Agreement. For good and valuable consideration, the receipt and adequacy of which are acknowledged by the Debtor, the Debtor agrees with and in favour of the Secured Party as follows: 1. Definitions. I
GUARANTY AGREEMENTGuaranty Agreement • October 3rd, 2017 • Powin Energy Corp • Miscellaneous manufacturing industries • New York
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").
PROMISSORY NOTE (this "Note")Promissory Note • October 3rd, 2017 • Powin Energy Corp • Miscellaneous manufacturing industries
FOR VALUE RECEIVED and WITHOUT GRACE (except to the extent, if any, provided in the Term Loan Agreement referred to hereinafter), the undersigned ("Maker") promises to pay to the order of BROOKFIELD BRP HOLDINGS (CANADA) INC., a corporation formed under the laws of Ontario ("Payee"), at the Principal Office (as such term is defined in the Term Loan Agreement referred to hereinafter), the sum of FIVE MILLION FIVE HUNDRED THOUSAND AND 00/100 CANADIAN DOLLARS (Can$5,500,000.00) or so much thereof as may remain unpaid pursuant to the Term Loan Agreement dated September 26, 2017 by and among Maker and Payee (as amended, supplemented, restated or otherwise modified from time to time, the "Loan Agreement"), together with interest at the rates and calculated as provided in the Loan Agreement.
