REVOLVING
CREDIT NOTE





 


	$6,500,000	March 29, 2013









New
York, New York


 


For
value received, the receipt and sufficiency of which are hereby acknowledged, XZERES
CORP., a Nevada corporation, and XZERES ENERGY SERVICES CORP., a Nevada
corporation (jointly and severally, individually and collectively, the “Borrower”), hereby promises to pay
RENEWABLE POWER SOURCES, LLC, a Delaware limited liability company (“Lender”) at its offices located at 430
East 56th Street, 4G, New York, New York 10022, Six Million Five Hundred Thousand Dollars ($6,500,000) or such greater
or lesser amount of Advances as shall be advanced by Lender from time to time pursuant to the Agreement referred to below, together
with interest on the unpaid balance of such amount from the date of the initial Advance. This Note is the Note issued under the
Loan and Security Agreement among Borrower and Lender of even date herewith (said Loan and Security Agreement, as the same may
be amended, restated or supplemented from time to time, being herein called the “Agreement”) to which a reference
is made for a statement of all of the terms and conditions of the Loan evidenced hereby. Capitalized terms not defined in this
Note shall have the respective meanings assigned to them in the Agreement. This Note is secured by the Agreement, the other Loan
Documents and the Collateral, and is entitled to the benefit of the rights and security provided thereby.


Interest
on the outstanding principal balance under this Note is payable at the Interest Rate, or, under the circumstances contemplated
by the Agreement, at the Default Interest Rate, in immediately available United States Dollars at the time and in the manner specified
in the Agreement. The outstanding principal and interest under this Note shall be immediately due and payable on the Maturity
Date. Payments received by Lender shall be applied against principal and interest as provided for in the Agreement. Borrower acknowledges
that (a) Lender is authorized under the Agreement to charge to the Loan unpaid Obligations of Borrower to Lender, (b) the
principal amount of the Loan will be increased by such amounts, and (c) the principal, as so increased, will bear interest
as provided for herein and in the Agreement.


To
the fullest extent permitted by applicable law, Borrower waives: (a) presentment, demand and protest, and notice of presentment,
dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension
or renewal of any or all of the Obligations, the Loan Documents or this Note; (b) all rights to notice and a hearing prior to
Lender’s taking possession or control of, or to Lender’s replevy, attachment or levy upon, the Collateral or any bond
or security that might be required by any court prior to allowing Lender to exercise any of its remedies; and (c) the benefit
of all valuation, appraisal and exemption laws.


Borrower
acknowledges that this Note is executed as part of a commercial transaction and that the proceeds of this Note will not be used
for any personal or consumer purpose.




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Upon
the occurrence of any one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as provided therein.


Borrower
agrees to pay to Lender all Fees and expenses described in the Agreement.


BORROWER
ACKNOWLEDGES THAT BORROWER HAS WAIVED THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ON THIS NOTE. THIS NOTE IS GOVERNED
BY THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.


 


XZERES
CORP.


 


 


By:
/s/ Frank Greco


Name:
Frank Greco


Title:
Chief Executive Officer


 


 


XZERES
ENERGY SERVICES CORP.


 


 


By:
/s/ Frank Greco


Name:
Frank Greco


Title:
Chief Executive Officer


 


 


 


 



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