[Execution]


GUARANTEE


 


 


GUARANTEE dated
as of March __, 2013 (“Guarantee”) made by XZERES WIND EUROPE LIMITED (the “Guarantor”), in favor
of RENEWABLE POWER SOURCES, LLC, a Delaware limited liability company, as Lender (the “Lender”) under the Loan
Agreement referred to below.


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Loan and Security Agreement dated as of March __, 2013 (as the same may be amended, supplemented or otherwise modified from
time to time, the “Loan Agreement”) among XZERES CORP., a Nevada corporation (“Xzeres”),
and its wholly-owned subsidiary, XZERES ENERGY SERVICES CORP., a Nevada corporation (“Energy” and, collectively
with Xzeres, jointly and severally, “Borrower”), and Lender, the Lender has agreed to make extensions of credit to
the Borrower upon the terms and subject to the conditions set forth therein;


WHEREAS, the Guarantor
will derive substantial direct and indirect benefit from the making of the Loans; and


WHEREAS, in consideration
of the loan and advances to be made to Borrower, Guarantor has agreed to guarantee payment and performance of the Borrower’s
obligations under the Loan Agreement and the other Loan Documents;


NOW, THEREFORE, to
induce the Lender to make loans and extensions of credit to the Borrower under the Loan Agreement and for other consideration the
receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees with the Lender as follows:


1.                 
Defined Terms. (a) Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have
the meanings given to them in the Loan Agreement.


(b)              
As used herein, “Obligations” shall mean all loans, advances, debts, expense reimbursement, fees, liabilities,
and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance
is then required or contingent, or amounts are liquidated or determinable) owing by Borrower to Lender, of any kind or nature,
present or future, whether or not evidenced by any note, agreement or other instruments, whether arising under any of the Loan
Documents or under any other agreement between any Borrower and Lender, and all covenants and duties regarding such amounts. This
term includes all principal, interest (including interest accruing at the then applicable rate provided in the Loan Agreement after
the maturity of the Loans and interest accruing at the then applicable rate provided in the Loan Agreement after the filing of
any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for
post-filing or post-petition interest is allowed




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in such proceeding), Fees, Charges, expenses,
attorneys’ fees and any other sum chargeable to any Borrower under any of the Loan Documents, and all principal and interest
due in respect of the Loans and all obligations and liabilities of the Guarantor under this Guarantee.


(c)               
The words “hereof,” “herein” and “hereunder” and words of similar import when used in
this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and section and
paragraph references are to this Guarantee unless otherwise specified.


(d)              
The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


2.                 
Guarantee. (a) Guarantor hereby unconditionally and irrevocably guarantees to the Lender and its successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity,
by acceleration or otherwise) of the Obligations.


(b)              
The Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all fees and disbursements
of counsel) which may be paid or incurred by the Lender in enforcing, or obtaining advice of counsel in respect of, any rights
with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against,
the Guarantor under this Guarantee.


(c)               
The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the
Guarantor hereunder without impairing this Guarantee or affecting the rights and remedies of the Lender hereunder.


(d)              
No payment or payments made by the Borrower, any other guarantor or any other Person or received or collected by the Lender
from the Borrower, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation
or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments,
other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in
respect of the Obligations, remain liable for the Obligations hereunder until the Obligations are indefeasibly paid in full.


(e)               
The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Lender on account
of its liability hereunder, it will notify the Lender in writing that such payment is made under this Guarantee for such purpose.


3.                 
No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application
of funds of the Guarantor by the Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Lender
against the Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the Lender for the
payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower
or any other Person in respect of payments made by the Guarantor hereunder until all amounts owing to the Lender




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by the Borrower on account of the Obligations
are indefeasibly paid in full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been indefeasibly paid in full, such amount shall be held by the Guarantor in trust for the
Lender, segregated from other funds of the Guarantor and shall forthwith upon receipt by the Guarantor, be turned over to the Lender
in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Lender, if required), to be applied against
the Obligations, whether matured or unmatured, in such order as the Lender may elect.


4.                 
Amendments, etc. with respect to the Obligations; Waiver of Rights. The Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor,
any demand for payment of any of the Obligations made by the Lender may be rescinded and any of the Obligations continued, and
the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Lender, and the Loan Agreement and the other Loan Documents and
any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole
or in part, as the Lender) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any
time held by the Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Lender
shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations
or for this Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, the Lender may,
but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Lender
to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower
or such other or guarantor shall not relieve the Guarantor of the obligations or liabilities hereunder, and shall not impair or
affect the rights and remedies, express or implied, or as a matter of law, of the Lender against the Guarantor. For the purposes
hereof “demand” shall include the commencement and continuance of any legal proceedings.


5.                 
Guarantee Absolute and Unconditional. The Guarantor waives any and all notice of the creation, renewal, extension
or accrual of any of the Obligations and notice of or proof of reliance by the Lender upon this Guarantee or acceptance of this
Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Borrower and the Guarantor,
on the one hand, and the Lender on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance
upon this Guarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment
to or upon the Borrower or the Guarantor with respect to the Obligations. The Guarantor understands and agrees that this Guarantee
shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity
or enforceability of the Loan Agreement, or any other Loan Document, any of the Obligations or any other collateral security therefor
or guarantee or right of offset with respect thereto at any time or from time




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to time held by the Lender (b) any defense,
set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by
the Borrower against the Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower
or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the
Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies
hereunder against any Guarantor, the Lender may, but shall be under no obligation to, pursue such rights and remedies as it may
have against the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right
of offset with respect thereto, and any failure by the Lender to pursue such other rights or remedies or to collect any payments
from the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the Borrower or any such other Person or any such collateral security, guarantee or right of
offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Lender against the Guarantor. This Guarantee shall remain in full force
and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof,
and shall inure to the benefit of the Lender, and its successors, indorsees, transferees and assigns, until all the Obligations
and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full in cash.


6.                 
Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or the Guarantor, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or the Guarantor
or any substantial part of its property, or otherwise, all as though such payments had not been made.


7.                 
Payments. The Guarantor hereby guarantees that payments hereunder will be paid to the Lender without set-off or counterclaim
in U.S. Dollars at the office of the Lender located at 430 East 56th Street, 4G, New York, New York 10022.


8.                 
Representations and Warranties. The Guarantor hereby represents and warrants that:


(a)               
(i) it is a private limited company duly organized, validly existing and in good standing under the laws of the jurisdiction
of its formation and has the power and authority and the legal right to own and operate its property, to lease the property it
operates and to conduct the business in which it is currently engaged, and (ii) it has the power and authority and the legal right
and capacity to execute and deliver, and to perform its obligations under, this Guarantee and has taken all necessary action to
authorize its execution, delivery and performance of this Guarantee;


(b)              
this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms,
except as affected by bankruptcy,




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insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, general equitable
principles and an implied covenant of good faith and fair dealing;


(c)               
the execution, delivery and performance of this Guarantee will not violate any provision of any Requirement of Law or Contractual
Obligation of the Guarantor and will not result in or require the creation or imposition of any Lien on any of the properties or
revenues of the Guarantor pursuant to any Requirement of Law or Contractual Obligation of the Guarantor;


(d)              
no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority
and no consent of any other Person (including, any shareholder or creditor of the Guarantor) is required in connection with the
execution, delivery, performance, validity or enforceability of this Guarantee;


(e)               
no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Guarantor, threatened by or against the Guarantor or against any of its properties or revenues (i) with respect to this
Guarantee, or any of the transactions contemplated hereby or (ii) which could have a material adverse effect on the business, property
or financial or other condition of the Guarantor;


(f)               
the statements concerning the financial condition and net worth of such Guarantor previously provided to the Lender are
true and correct; there is no event, fact, circumstance or condition known to such Guarantor which is inconsistent with any such
statements or is required to be disclosed in order to cause such statements not to be misleading.


The Guarantor agrees
that the foregoing representations and warranties shall be deemed to have been made by the Guarantor on the date of each borrowing
by the Borrower under the Loan Agreement on and as of such date of borrowing as though made hereunder on and as of such date.


9.                 
Notices. All notices, requests and demands to or upon the Lender or the Guarantor to be effective shall be in writing
(except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be
specified in a notice designated as a notice of change of address under this Section 9. Any notice or request required to be given
hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested,
or (d) facsimile to the number set out below (or such other number as may hereafter be specified in a notice designated as a notice
of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be
deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized
overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C)
upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party
at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice:




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(i)                
 if to the Lender, at its address or transmission number for notices provided in the Loan Agreement; and


(ii)              
if to the Guarantor, at its address or transmission number for notices set forth under its signature below.


The Lender and the
Guarantor may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section.


10.             
Severability. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


11.             
Integration. This Guarantee represents the agreement of the Guarantor with respect to the subject matter hereof and
there are no promises or representations by the Lender relative to the subject matter hereof not reflected herein.


12.             
Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the terms or provisions of this Guarantee may
be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Guarantor and the Lender,
provided that any provision of this Guarantee may be waived by the Lender in a letter or agreement executed by the Lender or by
telex or facsimile transmission from the Lender.


(b)              
The Lender shall not by any act (except by a written instrument pursuant to paragraph 12(a) hereof), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default
or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of
the Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right
or remedy which the Lender would otherwise have on any future occasion.


(c)               
The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.


13.             
Section Headings. The section headings used in this Guarantee are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the interpretation hereof.


14.             
Negative Covenants. Guarantor hereby agrees that it shall not accept or receive from any Borrower any intercompany
transfers or advances and shall not engage in any commercial transactions with any Borrower, except as permitted under the Loan
Agreement.




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15.             
 Successors and Assigns. This Guarantee shall be binding upon the successors and assigns of the Guarantor and shall
inure to the benefit of the Lender and its successors and assigns.


16.             
APPLICABLE LAW. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, THE LAWS OF WHICH GUARANTOR HEREBY EXPRESSLY ELECTS TO APPLY TO THIS GUARANTEE, WITHOUT GIVING EFFECT TO
PROVISIONS FOR CHOICE OF LAW THEREUNDER. GUARANTOR AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR ARISING OUT OF THIS
GUARANTEE SHALL BE COMMENCED IN ACCORDANCE WITH THE PROVISIONS OF THIS GUARANTEE.


17.             
WAIVER OF JURY TRIAL. GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR HEREAFTER HAVE UNDER THE LAWS
OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN
ANY ACTION OR PROCEEDING BETWEEN GUARANTOR, LENDER OR ITS SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTEE,
THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS AND/OR THE COLLATERAL. IT IS INTENDED THAT SAID WAIVER SHALL APPLY TO ANY AND ALL DEFENSES,
RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDINGS BETWEEN GUARANTOR AND LENDER. GUARANTOR WAIVES ALL RIGHTS TO INTERPOSE
ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS OF ANY KIND, NATURE OR DESCRIPTION IN ANY ACTION OR PROCEEDING INSTITUTED BY LENDER
WITH RESPECT TO THIS GUARANTEE, THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS, THE COLLATERAL OR ANY MATTER ARISING THEREFROM OR RELATING
THERETO, EXCEPT COMPULSORY COUNTERCLAIMS.


18.             
CONSENT TO JURISDICTION. GUARANTOR HEREBY (a) IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, NEW YORK COUNTY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF THIS GUARANTEE, THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS AND/OR THE COLLATERAL OR ANY MATTER ARISING THEREFROM OR RELATING
THERETO, AND (b) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT THERETO.
IN ANY SUCH ACTION OR PROCEEDING, GUARANTOR WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT OR OTHER PROCESS AND PAPERS THEREIN
AND AGREES THAT THE SERVICE THEREOF MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO GUARANTOR AT ITS OFFICES
SET FORTH HEREIN OR OTHER ADDRESS THEREOF OF WHICH LENDER HAS RECEIVED NOTICE AS PROVIDED IN THIS GUARANTEE. NOTWITHSTANDING THE
FOREGOING, GUARANTOR CONSENTS TO THE COMMENCEMENT BY LENDER OF ANY SUIT, ACTION OR PROCEEDING IN ANY OTHER JURISDICTION TO




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ENFORCE LENDER'S RIGHTS AND GUARANTOR WAIVES
ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING.


[SIGNATURE
PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
the undersigned has caused this Guarantee to be duly executed and delivered as of the day and year first above written.


 


XZERES WIND EUROPE LIMITED


 


 


By:


 


Name:


 


Title:


 


Address:


___________________________


___________________________


Telephone:(___) ___-____


Facsimile:(___) ___-____




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STATE OF 





COUNTY OF 


 


 


On this ____ day of
_______, 2013, before me personally came ______________________________, to me known, who, being duly sworn, did depose and say,
that he is the ____________________ of XZERES WIND EUROPE LIMITED, the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the board of directors of said company.


 


 


 


_________________________________


Notary Public


 



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