MASTER
SALES PURCHASE AGREEMENT





 


Between 


 


XZERES
CORP.


 


and


 





GALE
FORCE MASTER FUND L.P.


  


Dated
December 20, 2013


 




    	 



    	 



    

 


TABLE
OF CONTENTS


  




	1.	Definitions	1
	2.	Appointment	3
	3.	Purchaser
    Requirements	3
	4.	Purchaser
    Orders	6
	5.	Term
    and Effectiveness of Agreement	6
	6.	Prices
    and Terms of Sale	6
	7.	Information
    Exchange	7
	8.	Purchaser
    Reports	8
	9.	Authorized
    Sources of Supply	8
	10.	Company
    Trademarks	8
	11.	Use
    of Company IP	10
	12.	Advertising
    Compliance	11
	13.	Warranty	11
	14.	Bodily
    Injury and Property Damage	12
	15.	Legal
    Compliance	13
	16.	Force
    Majeure	14
	17.	Termination	14
	18.	Claims
    Relating to Termination	15
	19.	Termination
    and Post-Termination Obligations	15
	20.	Confidentiality	16
	21.	Assignment	17
	22.	Entire
    Agreement	17
	23.	Dispute
    Resolution	18
	24.	Notices	18
	25.	Amendments	19
	26.	Miscellaneous	 


 


EXHIBITS


 





	Exhibit A	Products
	Exhibit B	(Left Blank)
	Exhibit C	Warranty



 




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MASTER
SALES PURCHASE AGREEMENT


 


 


XZERES
Corp.


(a
Nevada corporation)


9025
SW Hillman Court


Building
31, Suite 3126


Wilsonville,
Oregon 97070


Fax:
(503) 212-0109





	E-mail: sales@xzeres.com	(“XZERES”
    or “the Company”)









 


 


Gale
Force Master Fund L.P.


Ugland
House, South Church Street


Georgetown,
Grand Cayman KY1-1104


Fax:






	E-mail:galeforcefund@gmail.com	(“Purchaser”)



 








The
Company and Purchaser hereby enter into this Master Sales Purchase Agreement. This Agreement includes and incorporates by reference
the Exhibits to this Agreement and the “Procedures” as defined below (collectively, the “Agreement”).
The “Effective Date” of this Agreement is December 20, 2013.


 


 


AGREEMENT


 


		1)	Definitions.
                                         Terms used in this Agreement with initial capital letters shall have the meanings
                                         set forth below:



 


		1.1	“Affiliate”
                                         means an entity the ownership of which the Company controls, or which is under common
                                         control with, the Company.



 


		1.2	“Agreement”
                                         has the meaning given in the Introduction.



 





		1.3	“Approved
                                         Parts” means spare parts, components, equipment, and accessories for use in
                                         connection with Turbines and Towers, including parts manufactured by or on behalf of
                                         the Company and parts manufactured by third parties which the Company has approved for
                                         use in or service of Turbines and Towers.



 


		1.4	“Bodily
                                         Injury and Property Damage Loss(es)” means all expense, liability, and loss
                                         arising from injury to persons or damage to property caused by Products, but specifically
                                         excluding any special or consequential expense, liability, or loss, except those which
                                         cannot be excluded under applicable law.



 




		1.5	“Cure
                                         Period” has the meaning given in Section 11.1.



 


		1.6	“Purchaser”
                                         means the buyer executing this Agreement together with its permitted successors and
                                         assigns.



 







		1.7	“Default”
                                         means a breach of this Agreement or the Procedures that is not cured within the applicable
                                         cure period if any cure period is provided.



 


		1.8	“Effective
                                         Date” has the meaning given in the Introduction.



 




		1.9	“Expiration
                                         Date” has the meaning given in the Introduction.



 


		1.10	“Force
                                         Majeure Event” has the meaning given in Section 10.



  



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		1.11	“Party”
                                         or “Parties” means the Company and/or Purchaser.






 


		1.12	“Procedures”
                                         means the written policies and procedures provided and amended by the Company from
                                         time to time for the sale and service of Products to Purchaser under this Agreement and
                                         for using and displaying the Trademarks. The Procedures may be furnished to Purchaser
                                         in hard copy or by electronic copy.



 





		1.13	“Products”
                                         means Turbines, Towers, associated system components such as turbine controllers,
                                         inverters and charge controls, lightning protection systems, and Approved Parts, as may
                                         be modified from time to time by the Company by Notice to Purchaser. The Company may
                                         make available additional products for sale to Purchaser from time to time, such as components
                                         and electronics, which if made available to Purchaser shall be included in “Products.”



 




		1.14	“Term”
                                         has the meaning given in Section 4.1.



 


		1.15	“Termination
                                         Date” means the day upon which this Agreement expires or is terminated, regardless
                                         of how or why it is terminated.



 


		1.16	“Towers”
                                         means the classes and categories of small wind turbine towers listed in Exhibit A,
                                         as may be modified from time to time by the joint consent of the Company and Purchaser.



 





		1.17	“Turbines”
                                         means the classes and categories of small wind turbines listed in Exhibit A,
                                         as may be modified from time to time by the joint consent of the Company and Purchaser.



 


		1.18	“Unauthorized
                                         Modification” means a modification or alteration of a Product which the Company
                                         neither made, ordered, nor approved or that was not performed in accordance with the
                                         Company’s policies.



 


		1.19	“Warranty
                                         Terms and Conditions” means the written terms and conditions of the Company’s
                                         standard Limited Warranty and any optional extended warranty or protection plan provided
                                         by the Company for each Product, as set forth in the Procedures or otherwise published
                                         by the Company.



 


		1.20	“XZERES”
                                         has the meaning given in the Introduction.



 


		2)	Appointment.



 


		2.1	Appointment
                                         by the Company. Subject to the terms and conditions of this Agreement, the Company
                                         hereby appoints Purchaser as a non-exclusive authorized buyer of the Products, to purchase
                                         Products from the Company from time to time during the Term, for its own use.



 


		2.2	Purchaser
                                         Support Organization. Purchaser shall establish and maintain or contract with
                                         third parties an adequately capitalized siting, sales, installation, and after-sales
                                         support organization capable of meeting its obligations under this Agreement, including
                                         suitable, modern facilities, equipment, and transportation, and sufficient and properly
                                         trained personnel. Purchaser shall establish and maintain a Product ordering process
                                         to ensure timely delivery of Products to project sites (taking into account, among other
                                         things, the Company’s manufacturing lead times and to provide prompt delivery and
                                         installation of Products to project sites). Purchaser acknowledges that it is responsible
                                         for managing the payment of products and that the Company shall look solely to Purchaser
                                         for payment for Products ordered from the Company.









		2.3	Marketing
                                         Information. The Company shall provide Product information to Purchaser electronically
                                         and, to the extent reasonably requested, in hard copy.



 


		2.4	Pre-Installation
                                         site Support; Installation. The Company shall assist the Purchaser with each
                                         prospective project site in preparing:






		(a)	A
                                         property site assessment to advise the Purchaser on the optimal location for installation
                                         of the Products on the landowner’s property; and



 


		(b)	A
                                         system design and the site characteristics to verify suitability.






The
Company agrees to advise Purchaser on location, site assessment, and installation of the Products, and shall provide to each prospective
site a written recommendation that all Products be installed by a professional who is licensed or qualified under applicable country,
state, or local laws and regulations.


 



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		2.5	Company
                                         Obligations. The Company or its Affiliates shall:



		(i)	"Sell
                                         and deliver Products to Purchaser in accordance with this Agreement and the Procedures;




		(ii)	Provide
                                         Purchaser with the following, as determined by the Company:



(i) Project
management and full Installation services as required


		(ii)	Technical,
                                         engineering, and sales advice; and



(iii) General
sales and marketing information.


		(iii)	Furnish
                                         Purchaser with the following as determined by the Company:



(i) Catalogs,
sales promotion, and advertising materials;


		(ii)	Information
                                         on Products;



(iii) Recommended
stocking levels for Products;


(iv) Specifications,
instructions, and procedures necessary to assist Purchaser in servicing the Products and furnishing technical advice;


(v) Advice
and management as required regarding proper installation and service of Products; and


		(vi)	Copies
                                         of the following materials, as determined by the Company: Warranty Terms and Conditions,
                                         warnings, and safety alerts for Products.



 


		3)	Purchaser
                                         Orders



 


		3.1	Placement
                                         and Fulfillment of Orders. In placing its orders for Products, Purchaser shall
                                         take into consideration applicable manufacturing and delivery lead times as well as relevant
                                         forecasts.



 


 


		4)	Term
                                         and Effectiveness of Agreement.



 


		4.1	Term.
                                         This Agreement shall commence on the Effective Date and shall be effective for three
                                         years thereafter (the “Term”). The agreement shall automatically renew
                                         unless otherwise indicated in writing by either Party no later than 30 days prior to
                                         the expiration of the applicable Term.



 


		5)	Prices
                                         and Terms of Sale.



 


		5.1	Purchase
                                         of Products. The prices, payment terms, and other terms and conditions of sale
                                         applicable to Purchaser’s purchase of Products shall be, unless the Parties otherwise
                                         agree in writing, as set forth as follows:



 


			Pricing:
                                         The pricing (exclusive of sales tax, VAT, and shipping and delivery charges) shall be
                                         no greater than XZERES’ gold-level dealer pricing as defined on its standard pricing
                                         sheet, which is subject to updates from time to time with 30-day advance notice.
	 	 	 Payment
                                         Terms: Unless mutually agreed by both parties, payment terms shall be consistent with
                                         XZERES’ standard payment policy of 50% deposit on placement of orders, and balance
                                         due upon shipment to customer.






  





In
the event of a conflict between any terms in the Purchase Order and this Agreement, the terms contained in this Agreement shall
govern.




 


		6)	Purchaser
                                         Reports. Purchaser shall provide the Company from time to time with reports on
                                         such matters as the Company may reasonably request, including, without limitation, the
                                         warranty information form, the name and address of each project site, the address to
                                         which the Product was delivered, the date of delivery, the model or part number, and
                                         — if applicable — the serial number.




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		7)	Warranty.



 


		7.1	The
                                         Company’s Limited Warranty. Except for the published five year standard
                                         warranty covering parts and labor which is set forth on Exhibit C or the optional
                                         extended warranty or protection plan, whichever is applicable, in effect from time to
                                         time for each Product, the Company makes no warranties to Purchaser regarding any Product.
                                         The sole remedy of Purchaser for breach of warranty is set forth in the Warranty Terms
                                         and Conditions applicable to each Product. The Company is offering the Purchaser the
                                         option to have an extended warranty for parts and labor for an additional five year period
                                         after the expiration of the initial five year standard warranty for an additional $5,000
                                         per Product. This amount can be paid up to the end of the original five year standard
                                         warranty period. Under no circumstances shall the Company be liable to Purchaser for
                                         punitive, incidental, or consequential damages, regardless of whether due to circumstances
                                         foreseeable by the Company. THE FOREGOING WARRANTY IS EXPRESSLY MADE IN LIEU OF ALL OTHER
                                         WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY IMPLIED
                                         WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.



 


		8)	Bodily
                                         Injury and Property Damage.



 


		8.1	Company’s
                                         Indemnity Obligations. During the Term of this Agreement and at all times thereafter,
                                         the Company shall defend, indemnify, and hold Purchaser harmless from and against any
                                         and all Bodily Injury and Property Damage Loss(es) to the extent such Bodily Injury and
                                         Property Damage Loss(es) result(s) from the negligent acts or omissions of the Company
                                         or from a defect in the manufacture or design of any Product by or on behalf of the Company.



 


		8.2	Purchaser’s
                                         Indemnity Obligations. During the Term of this Agreement and at all times thereafter,
                                         Purchaser shall defend, indemnify, and hold the Company harmless from any and all Bodily
                                         Injury and Property Damage Loss(es) to the extent such Bodily Injury and Property Damage
                                         Loss(es) result(s) from the negligent acts or omissions of Purchaser or Purchaser’s
                                         subcontractors, agents, employees, partners or their successors and assigns (“Purchaser
                                         Parties”) or from an Unauthorized Modification of any Product made by any
                                         of the Purchaser Parties.



 


		8.3	Mutual
                                         Disclaimers. Neither Party shall be liable to the other for Bodily Injury or
                                         Property Damage Loss(es) except as specifically provided in Sections 8.1 and 8.2.



 


		8.4	Insurance
                                         Obligations. During the Term and for no less than three (3) years thereafter,
                                         the Company will carry general and product liability insurance with aggregate limits
                                         (including umbrella coverage) of not less than One Million Dollars ($1,000,000) per occurrence.
                                         Upon request, the Company will furnish Purchaser with proof of such insurance. Such insurance
                                         shall name the Purchaser as an additional insured. Such coverage will provide that 30
                                         days’ written notice must be given to Purchaser prior to any cancellation or material
                                         amendment of any of the terms of such coverage.



 


		9)	Legal
                                         Compliance.









 


	 	9.1	Company’s
                                         Compliance Obligations. The Company shall observe all legal requirements that
                                         apply to sale of Products and shall arrange for, and bear the cost of, any government
                                         or third-party approval or certification of Products necessary for sale of Products.



 


		9.2	Compliance
                                         With Laws. The rights and obligations of the Parties under this Agreement are
                                         subject to all applicable laws, orders, and regulations of governments and governmental
                                         agencies having jurisdiction over the Parties. If any law, order, or regulation shall,
                                         in the judgment of either Party, substantially alter the relationship between the Parties,
                                         this Agreement, or the advantages derived from the Parties’ relationship, either
                                         Party may give Notice to the other Party requesting a modification to this Agreement.
                                         If, within 30 days after such a request has been made, the Parties are unable to agree
                                         upon a mutually satisfactory modification of this Agreement, then the adversely affected
                                         Party may terminate this Agreement with 15 days’ additional Notice given to the
                                         other Party.



 


		10)	Force
                                         Majeure. No Party shall be liable for delay in or failure of performance or nonperformance
                                         of its obligations under this Agreement (other than Purchaser’s obligation to pay
                                         for Products already shipped and the Company’s obligation to pay Purchaser any
                                         warranty service reimbursement, service fee, or other amount owing to Purchaser for services
                                         already performed) if such delay or failure results from events or circumstances that
                                         are not foreseeable and that are beyond the reasonable control of the Party affected
                                         (a “Force Majeure Event”). A Party affected by a Force Majeure
                                         Event shall provide prompt Notice thereof to the other, explaining the nature and expected
                                         duration of the Force Majeure Event, and shall act diligently to remedy the interruption
                                         or delay that is reasonably capable of being remedied. Any such delay or failure shall
                                         not constitute a Default under this Agreement, and the time for performance shall be
                                         extended by a period equivalent to the period of the Force Majeure Event. During a Force
                                         Majeure Event that causes a shortage of any Products, the Company shall fill pending
                                         dealer orders for those Products using such reasonable allocation as, in the judgment
                                         of the Company, may be necessary or equitable. The Parties shall work together to determine
                                         whether and when deliveries and acceptances of Products which have been suspended can
                                         be made up after the resumption of performance. In the event the Force Majeure Event
                                         extends for more than one month, this Agreement may be terminated by the Party not declaring
                                         Force Majeure upon Notice thereof to the other Party.



 


		11)	Termination.



 


		11.1	Failure
                                         to Cure Default. If either Party breaches a material obligation under this Agreement
                                         (other than as set forth in Section 11.3 below), the other Party may give the breaching
                                         Party Notice specifying the nature of the breach and requiring the breach to be remedied
                                         within 30 days (the “Cure Period”). If the breach is not remedied
                                         during the Cure Period, the breaching Party shall be in Default and the non-breaching
                                         Party may immediately terminate this Agreement by Notice after the end of the Cure Period,
                                         unless the non-breaching Party expressly waives its rights under this Section 11.1
                                         in writing. If the breach is remedied within the Cure Period but is thereafter repeated
                                         within a one-year period, the non-breaching Party may terminate this Agreement effective
                                         immediately upon Notice to the breaching Party.



 






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		11.2	Immediate
                                         Termination Election. By Notice to Purchaser, the Company may terminate this
                                         Agreement effective immediately upon the occurrence of any of the following events:



		(i)	The
indictment or conviction of any owner or principal manager of Purchaser of a criminal offense which, in the opinion of the Company,
is likely to materially adversely affect the ownership, management, business, operations, financial condition, goodwill, or prospects
of Purchaser or the Company; or




 





		(ii)	Any
                                         transfer or assignment by Purchaser of this Agreement or any right or obligation of Purchaser
                                         under this Agreement without the prior written consent of the Company.



 


		11.3	Automatic
                                         Termination. This Agreement shall terminate automatically, without further action
                                         by either Party, if Purchaser or the Company ceases to do business in the ordinary course,
                                         ceases to exist, abandons the business operated under this Agreement, or becomes insolvent.








 


		11.4	Waiver.
                                         Neither Party shall be deemed to have waived its rights or any Default by the other
                                         unless such waiver is specific and in writing. By accepting orders from Purchaser, selling
                                         Products to Purchaser, or engaging in any other act after expiration or termination of
                                         this Agreement, the Company shall not be deemed to have renewed or extended this Agreement
                                         for any further period or to have waived expiration or termination of this Agreement.
                                         Failure of either Party at any time to require full performance of any provision of this
                                         Agreement, and any waiver by either Party of a breach of any provision of this Agreement
                                         shall not constitute a waiver of any subsequent breach or nullify the effectiveness of
                                         such provision.



 


		12)	Claims
                                         Relating to Termination of Agreement.



 


		12.1	Limitation
                                         of Liability. Purchaser agrees that if this Agreement terminates for any reason,
                                         or is not renewed, the Company shall not be liable for compensation, reimbursement, or
                                         damages, including claims of loss of clientele, prospective profits, or anticipated sales,
                                         or for other consequential, incidental, indirect, punitive, or special damages.



 


		12.2	Notice
                                         and Waiver of Claims. If Purchaser claims that a termination of this Agreement
                                         or failure to enter into a new Agreement upon expiration of the Term of this Agreement
                                         is improper, Purchaser shall so notify the Company in writing setting forth the basis
                                         for Purchaser’s claim. Any Notice of Purchaser’s claim must be made within
                                         30 days after receipt of the Notice of termination or other communication from the Company
                                         giving rise to Purchaser’s claim or 30 days after the Expiration Date, whichever
                                         is earlier. For 30 days after receipt of Notice of Purchaser’s claim (the “Reconsideration
                                         Period”), the Company shall have the option of rescinding the termination
                                         or offering Purchaser the opportunity to enter into another Agreement with terms and
                                         conditions substantially similar to those contained in this Agreement. If the Company
                                         exercises either option during the Reconsideration Period, Purchaser’s claim shall
                                         be extinguished. If Purchaser fails to notify the Company of any claim during the required
                                         notice of claim period set forth above, then Purchaser agrees that it shall have waived
                                         its claim.



 


		13)	Termination
                                         and Post-Termination Obligations.



 


		13.1	Monetary
                                         Obligations; Effect on Pending Orders. Neither termination nor expiration of
                                         this Agreement shall relieve either Party of the obligation to pay amounts accrued or
                                         due before the Termination Date. All sums owed by either Party to the other Party shall
                                         become due and payable immediately upon the Termination Date. Upon termination or expiration
                                         of this Agreement, the Company shall be obligated to fill any order placed and accepted
                                         before the Termination Date except in the event such termination by the Company is due
                                         to the failure by Purchaser to pay for the Products in accordance with the terms therein.



 





14)


 


		14.1	Limitation
                                         on Liability. PURCHASER and THE COMPANY
                                         each hereby waives, to the fullest extent permitted by law, and to the extent not already
                                         waived IN this Agreement, any right or claim for any special, punitive, consequential,
                                         OR indirect damages against the other and agree that if there is a dispute, a Party shall
                                         be limited to the recovery of “Actual Damages” sustained by it. As
                                         used herein, “Actual Damages” means direct and out-of-pocket costs and specifically
                                         excludes claims for loss of customers, prospective profits, or anticipated sales, or
                                         for other consequential, incidental, or indirect damages.



 


		15)	Notices.



 


		15.1	Form
                                         and Dispatch. All notices required or permitted to be given by one Party to the
                                         other pursuant to this Agreement (each a “Notice”) shall be
                                         in writing and shall be deemed to be valid and effective when delivered as set forth
                                         below by one Party to the other Party at its address set forth in this Agreement or at
                                         such other address(es), fax number(s) or e-mail addresses as may be communicated from
                                         time to time by one Party to the other by means of a Notice. Each Party agrees to provide
                                         the other Party at all times with current notice information, including address, fax
                                         number and a valid e-mail address.



 


		15.2	Delivery.
                                         A Notice shall be deemed to have been delivered:



(a) When
delivered by hand or courier service, at the time of delivery;


(b) When
sent by certified mail (return receipt requested) on the fifth day following the date of mailing;


		(c)	When
                                         sent by fax, on the date thereof, with confirmation of transmission; or



(d) When
sent by e-mail, at the time a “Read Receipt” is received.


 






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		15.3	Notice
                                         of Claims. Each indemnified Party shall give the indemnifying Party prompt Notice
                                         of any claims, demands, or lawsuits (collectively, “Claim”) which
                                         may give rise to losses or any claim, demand or lawsuit which may give rise to any other
                                         type of liability. If the indemnified Party fails to provide such Notice with reasonable
                                         promptness after the indemnified Party receives notice of such Claim, the indemnifying
                                         Party shall not be obligated to indemnify the indemnified Party with respect to such
                                         Claim to the extent that the indemnifying Party’s ability to defend has been materially
                                         prejudiced by such failure of the indemnified Party. The Parties shall cooperate with
                                         each other in the defense against such claims, demands or lawsuits.



 





		16)	Miscellaneous.



 


		16.1	Waiver;
                                         Amendment. A waiver of a breach of any provision of this Agreement shall not
                                         be deemed to be a waiver of any succeeding breach of the same or any other provision
                                         of this Agreement. No amendment of this Agreement shall be valid or binding unless set
                                         forth in writing and duly executed by the Parties.



 


		16.2	Multiple
                                         Originals. This Agreement may be executed in any number of copies, each of which
                                         shall be deemed an original and all of which shall constitute one and the same agreement.



 


		16.3	Facsimile
                                         and Electronic Documents. For any transactions subject to this Agreement, facsimile
                                         or PDF signatures shall be accepted as original signatures. This Agreement or any document
                                         created pursuant to this Agreement may be maintained in an electronic document storage
                                         and retrieval system, a copy of which shall be considered an original. Neither Party
                                         shall raise any objection to the authenticity of this Agreement, or any document created
                                         under this Agreement, based on the use of a facsimile or PDF signature or the use of
                                         a copy retrieved from an electronic storage system. The placement of any orders or the
                                         transaction of any business by electronic medium shall be subject to the terms of this
                                         Agreement. Purchaser further expressly acknowledges and agrees that invoices, bills of
                                         lading, and other documents evidencing transactions under this Agreement may be issued
                                         in the name of the Company or any division or Affiliate of the Company and are enforceable
                                         according to their terms by the Company or the issuing Affiliate.



 


	 	16.4	Attorney
                                         Fees. If any judicial claim, suit, action, or proceeding or non-judicial dispute
                                         resolution, claim, or proceeding, including without limitation mediation, or any other
                                         form of non-judicial dispute resolution, is filed by either Party to enforce the provisions
                                         of this Agreement or the terms and conditions of purchase and sale of Products, the prevailing
                                         Party shall be entitled to recover reasonable attorneys’ fees (whether prior to
                                         or at trial or on any judicial appeal or in the course of any non-judicial dispute resolution).
                                         For purposes of this Agreement, the term “prevailing party” shall be deemed
                                         to include, without limitation, a Party that successfully opposes a petition for review
                                         filed with an appellate court. 






 


	 	16.5	Intellectual
                                         Property. The Company represents and warrants to Purchaser that no Product sold
                                         to Purchaser (including any designs of, or methods for manufacture of, the Product) violates,
                                         infringes or interferes with any intellectual property right or other proprietary right
                                         of any third party (including any claimed patent, trademark, trade name, service mark
                                         or other intellectual property right). If, as a result of any suit or proceeding relating
                                         to such infringement described in this Section, the use of any Product, or any part thereof,
                                         purchased by Purchaser from the Company hereunder is enjoined, in addition to (and not
                                         in lieu of) any other remedies, the Company shall, at its sole cost and expense and option,
                                         either (a) procure the right for Purchaser, any of its affiliates to use such Product,
                                         or any part thereof, (b) replace the same with interchangeable Product, or parts thereof,
                                         which have substantially the same quality and performance but which are non-infringing,
                                         (c) modify the infringing Product, or parts thereof, so they become non-infringing, or
                                         (d) authorize Purchaser to return said enjoined Product and refund to Purchaser the full
                                         purchase price (including transportation and other costs arising from the litigation
                                         or claim).



 


	 	16.6	Recalls.For
                                         twenty years after the Effective Date, if Purchaser, the Company or any governmental
                                         agency having jurisdiction finds at any time that any Products contain a defect or a
                                         serious quality or performance deficiency, or are not in compliance with any applicable
                                         code, standard or requirement, making it advisable that the affected Products be recalled
                                         or repaired, the Company shall (at its sole cost and expense) promptly undertake appropriate
                                         corrective actions including those required by any applicable consumer protection or
                                         similar law and the regulations thereunder, and shall file all necessary papers, descriptions
                                         of corrective action programs, and other related documents and carry out corrective action
                                         programs. Purchaser shall cooperate with and assist the Company in any such filing and
                                         in taking corrective action. The Company shall make all necessary repairs or modifications
                                         to the affected Products, at its sole cost and expense, except to the extent that the
                                         Company and Purchaser agree to the performance of such repairs by Purchaser upon mutually
                                         acceptable terms.



 





[Signature
page follows]


 




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IN
WITNESS WHEREOF, each of the Parties has caused this Master Purchase Agreement to be duly executed by its authorized representative
as of the Effective Date.


 


	XZERES Corp.	Gale Force Master Fund L.P.
	 	 
	By: /s/ Authorized Signatory	By: /s/ Authorized Signatory
	Name:	Name:
	Title:	Title:






 
















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