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Final Execution Version Hydrogenics Corporation
5985 McLaughlin Road
Mississauga, ON
L5R 1B8 STRICTLY CONFIDENTIAL November 10 , 2004 Dr. Hugo Vandenborre
Samuel C. Johnson 1996 Trust
Samuel C. Johnson 1988 Trust I
Newstar Technology Limited
Mercator Verzekeringen N.V.
Robert S. Torokvei
Douglas S. Alexander
Barrie Cook
Kelly T. Grindle
Peter C. Johnson
Jon Slangerup
Andrew T.B. Stuart
Robert W. Campbell
George P. Kempff
R. Randall MacEwen
Bart Van Ouytsel
Peter Wressell (each a Seller and collectively the Sellers) Dear Sirs/Mesdames: Stuart Energy Systems Corporation As you are aware Hydrogenics
Corporation (Hydrogenics), proposes to make an
offer for all of the issued and outstanding common shares (the Shares) in the
capital of Stuart Energy Systems Corporation (the Company) including Shares
issuable on the exercise of Options and Slangerup Inducement Options. This
letter agreement (the Agreement) sets out the terms and conditions pursuant
to which each of the Sellers severally agrees to (i) support the Offer and (ii)
deposit under the Offer, or cause to be deposited under the Offer, all of the
Shares listed on Schedule A beside such Sellers name and any other Shares over
which such Seller may exercise direction or control. Such Shares are
hereinafter collectively referred to as the Subject Shares.




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Concurrently with the execution of this Agreement, Hydrogenics has entered into
an agreement (the Support Agreement) with the Company pursuant to which the
Company has agreed to support the Offer. The term Offer and capitalized
terms defined in the Support Agreement that appear herein without definition
have the meanings ascribed to them in the Support Agreement.  1.
    
    Offer for Securities of the CompanyHydrogenics agrees to use commercially reasonable efforts to make the
Offer and to mail the Offer Documents to registered Shareholders in
Canada and such other jurisdictions as Hydrogenics may determine as soon
as possible after the date hereof and, in any event, on or before the
Offer Deadline on the terms set out in the Support Agreement.  2.
    
    Agreement to Tender  (a)
    
    This Agreement when signed and delivered by each Seller to
Hydrogenics will constitute the agreement of each Seller, among
other things, to irrevocably accept the Offer and to validly tender
and cause to be tendered and to cause all acts and things to be done
to tender the Sellers Subject Shares to the Offer on the terms and
conditions set out herein, provided that the Sellers shall each be
entitled to withdraw their Subject Shares from the Offer where this
Agreement has been terminated pursuant to paragraph 8 herein.(b)
    
    Each Seller agrees that it will not tender any or all of the
Subject Shares to a Superior Proposal as contemplated under section
7.1(a) of the Support Agreement or enter into any agreement in
connection with a Superior Proposal without first providing
Hydrogenics with a reasonable opportunity to exercise its right to
match on the terms and subject to the conditions set out in section
7.1(e) of the Support Agreement and amend this Agreement and the
Offer to provide for consideration per Share at least as favourable
as the consideration per Share offered under the Superior Proposal
and if Hydrogenics amends this Agreement and the Offer as provided
above, each Seller agrees that it will not tender any or all of its
Subject Shares to the Superior Proposal offering an equivalent or
lesser consideration per Share or enter into a proposed agreement
with respect to such Superior Proposal and will accept Hydrogenicss
amended Offer subject to the terms and conditions hereof, unless
pursuant to section 7(e) of the Support Agreement the Board of
Directors continues to believe, acting in good faith and the proper
discharge of its fiduciary duties that such Superior Proposal
continues to be a Superior Proposal with respect to the amended
Offer.(c)
    
    Each Seller agrees that after Hydrogenics makes the Offer and
subject to the provisions hereof, and in the case of Dr. Hugo
Vandenborre and Lavoisierico N.V. subject to Schedule B hereof, it
will tender and deposit or cause to be tendered and deposited with
the depositary under the Offer all of the Sellers Subject Shares in
accordance with the terms of the Offer as soon as is reasonably
practicable but in any event at least 5 days prior to the Expiry
Time, and




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thereafter, except as may be permitted by this Agreement, such
Seller shall not withdraw or permit such shares to be withdrawn
from the Offer.(d)
    
    For greater certainty, Subject Shares shall include all
Shares, issued on conversion of any other securities of the Company
convertible or exercisable into Shares, over which a Seller may
exercise direction or control.(e)
    
    The obligation of each Seller to tender and sell its Subject
Shares pursuant to the Offer shall be subject to the following
conditions:  (i)
    
    the common shares of Hydrogenics issuable by
Hydrogenics pursuant to the Offer (the HYGS Shares) being,
upon their issue, freely tradeable securities and not subject
to any statutory or other regulatory hold period or trading or
volume limitations under applicable securities Laws of Canada
and the United States and shall be listed and quoted for
trading on the TSX and NASDAQ;(ii)
    
    the board of directors of the Company shall not
have withdrawn, modified or changed its recommendation in
favour of the Offer.  (f)
    
    Each of the Sellers has the right to terminate this Agreement
in accordance with paragraph 8.  3.
    
    Conditions to Making the OfferThe conditions to the making of the Offer are set out in paragraph
2.1(g) of the Support Agreement. By making the Offer, Hydrogenics shall
be deemed to have waived such conditions insofar as they are conditions
of making the Offer. It is understood and agreed that the conditions are
for the sole benefit of Hydrogenics and Hydrogenics may, in its sole
discretion, modify or waive any term or condition of making the Offer.4.
    
    Covenants of the SellersEach Seller severally agrees that during the period commencing on the
date hereof and continuing until the earlier of (i) the termination of
the Offer, and (ii) termination of this Agreement and except as otherwise
contemplated herein or permitted hereunder:  (a)
    
    It will immediately cease and cause to be terminated existing
discussions, if any, with parties (other than Hydrogenics) with
respect to any Acquisition Proposal and it will not, directly or
indirectly, solicit, initiate or encourage inquiries from or
submission of proposals or offers from any Person whatsoever
(including any of its officers or employees), other than Hydrogenics
or its affiliates, relating to any Acquisition Proposal or otherwise
assist or participate in, facilitate or encourage, any effort or
attempt by any Person other than Hydrogenics or its affiliates to do
or seek to do any of the foregoing provided, however, that the
foregoing shall not prevent an employee of a Seller or a Seller who
is a member of the board of directors of the Company from responding
solely in his or her capacity as a




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member of the Companys board of directors to any bona fidewritten
Acquisition Proposal under Article 7 of the Support Agreement.(b)
    
    It will not sell, transfer or encumber in any way any Subject
Shares or relinquish or restrict such Sellers right to vote any
Subject Shares, other than pursuant to the Offer.(c)
    
    It will not prior to the public announcement by Hydrogenics
of the terms of the Offer, directly or indirectly, disclose to any
Person, the existence or the terms and conditions of this Agreement,
the Support Agreement or the possibility of the Offer being made or
any terms or conditions or other information concerning any possible
offers for the Shares. These provisions shall not apply to any
disclosure which is required by Law or which is made by the Sellers
to their respective directors, officers, employees and professional
advisors in connection with the preparation of this Agreement
provided that any such directors, officers, employees and
professional advisors agree to be bound by the restrictions
contained in this paragraph 4(c).(d)
    
    It shall take all such steps as are required to ensure that
at the time at which the Seller tenders the Subject Shares to the
Offer, the Subject Shares will be owned beneficially by such Seller
with a good and marketable title thereto, free and clear of any and
all mortgages, liens, charges, restrictions, security interests,
adverse claims, pledges, encumbrances and demands of any nature or
kind whatsoever and will not be subject to any shareholders
agreements, voting trust or other similar agreements or any right or
privilege (whether by law, pre-emptive or contractual) capable of
becoming a shareholders agreement, voting trust or other agreement
affecting the Subject Shares or the ability of any holder thereof to
exercise all ownership rights thereto, except for certain of the
Subject Shares of Dr. Hugo Vandenborre and Lavoisierico N.V. which
shall be subject to the escrow arrangements described in Schedule B
hereto.(e)
    
    It will not do indirectly that which it may not do directly
in respect of the restrictions on its rights with respect to the
Subject Shares pursuant to this Agreement by the sale of any direct
or indirect holding company or the granting of a proxy on the shares
of any direct or indirect holding company and which would have,
indirectly, any effect prohibited by this Agreement.(f)
    
    It will notify Hydrogenics within 24 hours of receiving a
possible Acquisition Proposal and inform Hydrogenics of the identity
of the person making such Acquisition Proposal and the material
terms known by the Seller at the time regarding such Acquisition
Proposal.(g)
    
    It agrees that Hydrogenics may file or make publicly
available copies of this Agreement with the securities regulatory
authorities in Canada and the United States as required by
applicable securities Laws.  5.
    
    Representations and Warranties of Each Seller




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Except as disclosed in Schedule B hereto with respect to certain of the
Subject Shares of Dr. Hugo Vandenborre and Lavoisierico N.V., each Seller
by its acceptance hereof represents and warrants as follows and
acknowledges that Hydrogenics is relying upon such representations and
warranties in connection with entering into this Agreement:  (a)
    
    It has the sole right to sell and vote all of the Subject
Shares listed on Schedule A beside such Sellers name or hereafter
acquired by such Seller and each Subject Share shall at the time it
is tendered to the Offer be owned beneficially by such Seller with a
good and marketable title thereto, free and clear of any and all
mortgages, liens, charges, restrictions, security interests, adverse
claims, pledges, encumbrances and demands of any nature or kind
whatsoever, and will not be subject to any shareholders agreements,
voting trust or other similar agreements or any right or privilege
(whether by law, pre-emptive or contractual) capable of becoming a
shareholders agreement, voting trust or other agreement affecting
the Subject Shares or the ability of any holder thereof to exercise
all ownership rights thereto.(b)
    
    No Person has any agreement or option, or any right or
privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, acquisition or
transfer from such Seller of any of the Subject Shares owned by such
Seller or any interest therein or right thereto, except Hydrogenics
pursuant to the terms of this Agreement.(c)
    
    None of the execution and delivery by such Seller of this
Agreement or the completion of the transactions contemplated hereby
or compliance by such Seller with such Sellers obligations
hereunder will result in a breach of: (i) the constating documents
of such Seller; (ii) any other agreement or instrument to which such
Seller is a party or by which such Seller or any of such Sellers
property or assets are bound; (iii) any judgement, decree, order or
award of any court, governmental body or arbitrator; or (iv) any
applicable Law.(d)
    
    It is validly subsisting and has all necessary power and
authority to execute and deliver the Agreement resulting from its
acceptance hereof and to perform its obligations hereunder.(e)
    
    This Agreement has been duly executed and delivered by or on
behalf of each Seller and constitutes a valid and binding obligation
of such Seller enforceable against such Seller in accordance with
its terms, except as may be limited by bankruptcy, insolvency and
other Laws affecting the enforcement of creditors rights generally
and subject to the qualification that equitable remedies may be
granted only in the discretion of a court of competent jurisdiction.(f)
    
    Except as is set forth in Schedule A hereto, it has no
agreement or option, or right or privilege (whether by law,
pre-emptive or contractual) capable of becoming an agreement or
option, for the purchase or acquisition by such Seller or transfer
to such Seller of additional securities of the Company and such
Seller will not purchase or obtain any agreement or right to
purchase any additional securities of




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the Company from and including the date hereof up to and including
the time at which Hydrogenics takes up and pays for the Subject
Shares or this Agreement terminates, whichever is earlier.  6.
    
    Representations and Warranties of HydrogenicsHydrogenics represents and warrants as follows and acknowledges that the
Sellers are relying upon such representations and warranties in
connection with this Agreement:  (a)
    
    Hydrogenics is a company duly incorporated and existing under
the federal laws of Canada. Hydrogenics has full corporate power
and authority to own its assets and conduct its business as now
owned and conducted. Hydrogenics is duly qualified to carry on
business and is in good standing in each jurisdiction in which the
character of its property or the nature of its activity makes such
qualification necessary, except where the failure to be so qualified
will not, individually or in the aggregate, have a Hydrogenics
Material Adverse Effect.(b)
    
    Hydrogenics has the requisite corporate power and authority
to enter into this Agreement and to perform its obligations
hereunder. The execution and delivery of this Agreement by
Hydrogenics and the consummation of the Offer have been duly
authorized by the board of directors of Hydrogenics (or any
authorized committee thereof), and no other corporate proceedings
(other than board meetings to approve the Offer Documents, and the
listing on the NASDAQ and the TSX of the HYGS Shares) on the part of
Hydrogenics are necessary to authorize this Agreement and the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by Hydrogenics and constitutes a valid and
binding obligation of Hydrogenics, enforceable by each of the
Sellers against it in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency and
other laws affecting the enforcement of creditors rights generally
and subject to the qualification that equitable remedies may be
granted only in the discretion of a court of competent jurisdiction.(c)
    
    The execution and delivery by Hydrogenics of this Agreement
and the performance by it of its obligations hereunder and the
completion of the Offer will not violate, conflict with or result in
a breach of any provision of: (a) the constating documents or
by-laws of Hydrogenics; or (b) Laws to which Hydrogenics is subject
or by which Hydrogenics is bound. Other than in connection with or
in compliance with Appropriate Regulatory Approvals, applicable Laws
and policies, no authorization, consent or approval of, or filing
with, any public body, court or authority is necessary on the part
of Hydrogenics for the consummation of the transactions contemplated
by this Agreement, except for such authorizations, consents,
approvals and filings as to which the failure to obtain or make
would not, individually or in the aggregate, prevent or materially
delay consummation of the transactions contemplated by this
Agreement.(d)
    
    Hydrogenics has filed with all applicable securities
regulatory authorities, the TSX, NASDAQ and all applicable
self-regulatory organizations true and




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complete copies of the Hydrogenics Public Documents that
Hydrogenics is required to file therewith. The Hydrogenics Public
Documents at the time filed: (i) did not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, and (ii) complied in all material respects
with the requirements of applicable securities laws. Hydrogenics
has not filed any confidential material change report with the
Ontario Securities Commission or any other securities authority or
regulator or any stock exchange or other self-regulatory authority
which at the date hereof remains confidential.(e)
    
    The audited consolidated financial statements for Hydrogenics
as at and for each of the fiscal years ended on December 31, 2003,
December 31, 2002, and December 31, 2001, including the notes
thereto and the report by Hydrogenics auditors thereon, have been,
and all financial statements of Hydrogenics which are publicly
disseminated by Hydrogenics in respect of any subsequent periods
prior to the Effective Date will be, prepared in accordance with
Canadian GAAP applied on a basis consistent with prior periods and
present fairly, in all material respects, the consolidated financial
position and results of operations of Hydrogenics and its
Subsidiaries, taken as a whole, as of the respective dates thereof
and for the respective periods covered thereby.(f)
    
    The HYGS Shares will, upon their issue, be freely tradeable
securities and not subject to any statutory or other regulatory hold
period or trading or volume limitations under applicable securities
Laws of Canada and the United States.(g)
    
    Except as disclosed or reflected in the Hydrogenics Public
Documents, since January 1, 2004: (a) Hydrogenics and its
Subsidiaries have conducted their respective businesses only in the
ordinary course of business and consistent with past practice; (b)
no liability or obligation of any nature (whether absolute, accrued,
contingent or otherwise) which has had or is reasonably likely to
have a Hydrogenics Material Adverse Effect has been incurred; and
(c) there has not been any event, circumstance or occurrence which
has had or is reasonably likely to give rise to a Hydrogenics
Material Adverse Effect.  7.
    
    Covenants of HydrogenicsHydrogenics hereby covenants and agrees:  (a)
    
    that it will not, without the prior written consent of the
Company, (i) modify or waive the Minimum Tender Condition; (ii)
decrease the Offered Consideration (except in circumstances where
the Company has declared, set aside or paid any dividend or
distribution (whether in cash, stock, property or otherwise) with
respect to the Shares); (iii) change the form of the Offered
Consideration (other than to add additional consideration); (iv)
impose additional conditions to the Offer; (v) otherwise modify the
Offer (or any terms or conditions thereof) in a manner that is
adverse to the Sellers; or (vi) amend the Support Agreement; and




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(b)
    
    that it shall use all reasonable commercial efforts to
satisfy (or cause the satisfaction of) the conditions of the Offer
set forth in Schedule A to the Support Agreement, to the extent the
same is within its control, and take, or cause to be taken, all
other actions and to do, or cause to be done, all other things
necessary, proper or advisable under all applicable Laws to complete
the Offer in accordance with the terms thereof.  8.
    
    Termination Date; Extensions of TimeThis Agreement may be terminated by notice in writing:  (a)
    
    at any time by mutual consent of Hydrogenics and the Sellers;(b)
    
    by any Seller if Hydrogenics does not commence the Offer and
mail the Offer Documents by the Offer Deadline;(c)
    
    by Hydrogenics if any condition for Hydrogenicss benefit set
out in the Support Agreement is not satisfied or waived;(d)
    
    by Hydrogenics if any of the Sellers are in default of any
material covenant or obligation hereunder or if any representation
or warranty of any of the Sellers under this Agreement shall have
been at the date hereof untrue or incorrect in any material respect;(e)
    
    by any Seller as regards to the obligations of such Seller
hereunder if any representation or warranty of Hydrogenics under
this Agreement shall have been at the date hereof untrue or
incorrect in any material respect or if Hydrogenics is in default of
any covenant or obligation hereunder in any material respect or
under paragraph 1 or paragraph 7(a) in any respect;(f)
    
    by Hydrogenics if any condition of the Offer shall not be
satisfied or waived at the Expiry Time and Hydrogenics does not
elect to waive such condition or extend the Offer;(g)
    
    by any Seller as regards the obligations of such Seller
hereunder if the conditions set forth in paragraph 2(e) of this
Agreement have not been satisfied at the Expiry Time or waived by
such Seller;(h)
    
    by any Seller as regards the obligations of such Seller if
its Subject Shares have not been taken up and paid for by
Hydrogenics by the earlier of (i) when required by applicable Law
or the Support Agreement or (ii) within 75 days after the Offer is
commenced provided, however, that if Hydrogenicss take-up and
payment for Shares deposited under the Offer is delayed by (a) an
injunction or order made by a court or regulatory authority of
competent jurisdiction, or (b) Hydrogenics not having obtained any
regulatory waiver, consent or approval which is necessary to permit
Hydrogenics to take up and pay for Shares deposited under the Offer,
then, provided that such injunction or order is being contested or
appealed or such regulatory waiver, consent or approval is being
actively sought, as applicable, this




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Agreement shall not be terminated by a Seller pursuant to this
paragraph 8(h)(ii) until the earlier of (A) 120 days after the
Offer is commenced and (B) the fifth business day following the
date on which such injunction or order ceases to be in effect or
such waiver, consent or approval is obtained, as applicable; and(i)
    
    by Hydrogenics or any Seller if the Support Agreement is
terminated. Upon termination of this Agreement, the Sellers shall be entitled to withdraw
any of their Subject Shares deposited under the Offer and neither party shall
have any further rights or obligations hereunder provided, however, that any
such termination shall not prejudice the rights of a party as a result of any
breach by any other party of its obligations hereunder.  9.
    
    General  (a)
    
    Hydrogenics acknowledges and agrees that the covenants,
representations and warranties of each Seller made in this Agreement
are made by such Seller solely in such Sellers capacity as a holder
of Subject Shares, and not such Sellers capacity as an officer,
director or employee of the Company or any of its Subsidiaries.
Hydrogenics further acknowledges and agrees that the obligations of
each Seller hereunder are several and not joint, and no Seller shall
be liable for any breach of this Agreement by, or for any inaccuracy
in the representations and warranties made by, any other Seller.
For greater certainty, the failure of any Seller to comply with such
Sellers obligations hereunder, or the inaccuracy of any
representation or warranty made by any Seller, shall not in any way
relieve any other Seller who is in compliance with such Sellers
obligations hereunder.(b)
    
    The Agreement contemplated by acceptance of this letter shall
become effective in respect of each Seller upon execution and
delivery thereof by such Seller.(c)
    
    Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be delivered in person
or transmitted by telecopy or similar means of recorded electronic
communication addressed as follows:  (i)
    
    if to a Seller, to such Seller at the address
listed on Schedule A hereto with a copy to:Torys LLP
Suite 3000
79 Wellington Street West
Box 270, TD Centre
Toronto, ON M5K 1N2Phone No.: (416) 865-8238
Fax No.:     (416) 865-7380Attention: Philip J. Brown




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(ii)
    
    if to Hydrogenics:Hydrogenics Corporation
5985 McLaughlin Road
Mississauga, ON L5R 1B8Phone No.: (905) 361-3660
Fax No.:     (905) 361-3626
Attention:   Pierre Rivard,
                   President and Chief Executive Officerwith a copy to:Osler, Hoskin & Harcourt LLP
1 First Canadian Place
Suite 6600
Toronto, ON M5X 1B8Phone No.: (416) 862-4749
Fax No.:     (416) 862-6666Attention:   Mark Trachuk  Any such notice or other communication shall be deemed to have been
given and received on the day on which it was delivered or
transmitted (or, if such day is not a business day, on the next
following business day) provided that it is delivered or
transmitted during normal business hours, failing which it shall be
deemed to have been given and received on the next business day.Any party may at any time change its address for service from time
to time by giving notice to the other parties in accordance with
this paragraph 9(c).(d)
    
    This Agreement sets forth the entire agreement and
understanding of the parties hereto in respect of the transactions
contemplated hereby. There are no warranties, representations,
terms, conditions or collateral agreements, expressed, implied or
statutory, between the parties hereto other than as expressly set
forth in this Agreement. This Agreement and the rights hereunder are
not transferable or assignable by any party without the prior
written consent of the other parties hereto except that Hydrogenics
may assign its rights and obligations under this Agreement to a
direct or indirect subsidiary of Hydrogenics, but no such assignment
shall relieve Hydrogenics of its obligations hereunder.




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(e)
    
    The representations and warranties set forth in this
Agreement shall survive the purchase of the Subject Shares and,
notwithstanding such purchase, shall continue in full force and
effect for the benefit of the party to whom such representations and
warranties are given.(f)
    
    If any provision of this Agreement is determined to be void
or unenforceable, in whole or in part, it shall be severable from
all other provisions hereof and shall be deemed not to affect or
impair the validity of any other provision hereof and each such
provision is deemed to be separate and distinct.(g)
    
    This Agreement and the rights and obligations of the parties
hereto shall be governed by and construed in accordance with the
laws of the Province of Ontario and each of the Sellers and
Hydrogenics irrevocably submit to the jurisdiction of the courts of
the Province of Ontario.(h)
    
    Time shall be of the essence of this Agreement.(i)
    
    This Agreement may be delivered by facsimile and executed in
counterparts in the form set out as Schedule C to this Agreement,
whereupon such party shall become bound by, and entitled to the
benefits of this Agreement as fully and effectively as though such
party had executed this Agreement together with the other parties to
this Agreement.(j)
    
    Each party hereto shall pay the fees, costs and expenses of
their respective financial, legal, auditing and other professional
and other advisors incurred in connection with the preparation,
execution and delivery of this Agreement and all documents and
instruments executed or prepared pursuant hereto and any other costs
and expenses whatsoever and howsoever incurred and shall indemnify
each of the other parties from and against any and all claims
against any of them for finders or agency fees relating to the
transactions contemplated hereby.(k)
    
    For greater certainty, nothing in this Agreement is intended
to limit or otherwise restrict the existing and ongoing business
dealings, in all respects, between Newstar Technology Ltd. and the
Company in relation to Stuart Energy CKI (Hong Kong) Limited.  10.
    
    Further Assurances Subject to the terms and conditions herein, each of the Sellers and Hydrogenics
agrees to use commercially reasonable efforts to take, or cause to be taken,
all action and to do, or cause to be done, all things necessary, proper or
advisable under applicable Laws and regulations to consummate the transactions
contemplated by this Agreement and the Offer, including using commercially
reasonable efforts to fulfill all conditions and satisfy all provisions of this
Agreement, provided that no Seller shall have any obligation to expend funds or
incur other liabilities or obligations out of the ordinary course pursuant to
this paragraph 10.




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If the foregoing accurately reflects the terms and conditions of our agreement,
would each Seller kindly indicate acceptance hereof by signing, dating and
returning to Hydrogenics the enclosed duplicate original of this Agreement by
facsimile. HYDROGENICS CORPORATIONBy:
    
    Pierre RivardName: Pierre RivardTitle: President and Chief Executive Officer




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SCHEDULE A Seller (Beneficial
    
    
    
    Address for
    
    
    
    Security
    
    Shares
    
    OptionsOwner)
    
    Registered Owner
    
    Notices
    
    Residency
    
    Type
    
    Held
    
    HeldDr. Hugo Vandenborre
    
    Lavoisierico N.V.
    
    See counterpart.
    
    Belgium
    
    common
    
    
    4,982,098
    
    
    
    0Samuel C. Johnson 1996
Trust
    
    Samuel C. Johnson 1996
Trust
    
    See counterpart.
    
    Cayman Islands
    
    common
    
    
    2,254,000
    
    
    
    0Samuel C. Johnson 1988
Trust I
    
    Samuel C. Johnson 1988
Trust I
    
    See counterpart.
    
    USA
    
    common
    
    
    657,500
    
    
    
    0Newstar Technology
Limited
    
    Newstar Technology
Limited
    
    See counterpart.
    
    British Virgin
Islands
    
    common
    
    
    2,593,857
    
    
    
    0Mercator Verzekeringen
N.V.
    
    Mercator Verzekeringen
N.V.
    
    See counterpart.
    
    Belgium
    
    common
    
    
    2,269,874
    
    
    
    0Robert S. Torokvei
    
    Scepter Holdings Inc.
    
    See counterpart.
    
    Canada
    
    common
    
    
    535,750
    
    
    
    40,000Douglas S. Alexander
    
    677568 Ontario Limited
    
    See counterpart.
    
    Canada
    
    common
    
    
    15,000
    
    
    
    10,000Barrie Cook
    
    
    
    See counterpart.
    
    Hong Kong
    
    common
    
    
    0
    
    
    
    40,000Kelly T. Grindle
    
    
    
    See counterpart.
    
    USA
    
    common
    
    
    0
    
    
    
    40,000Peter C. Johnson
    
    
    
    See counterpart.
    
    Canada
    
    common
    
    
    50,000
    
    
    
    40,000Jon Slangerup
    
    
    
    See counterpart.
    
    Canada
    
    common
    
    
    203,750
    
    
    
    826,000Andrew T.B. Stuart
    
    
    
    See counterpart.
    
    Canada
    
    common
    
    
    6,751
    
    
    
    460,000Robert W. Campbell
    
    
    
    See counterpart.
    
    Canada
    
    common
    
    
    0
    
    
    
    200,000George P. Kempff
    
    
    
    See counterpart.
    
    Canada
    
    common
    
    
    900
    
    
    
    95,000R. Randall MacEwen
    
    
    
    See counterpart.
    
    Canada
    
    common
    
    
    5,600
    
    
    
    210,000Bart Van Ouytsel
    
    
    
    See counterpart.
    
    Belgium
    
    common
    
    
    0
    
    
    
    170,000Peter Wressell
    
    
    
    See counterpart.
    
    Canada
    
    common
    
    
    0
    
    
    
    170,000




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##### 



SCHEDULE B ESCROW ARRANGEMENT APPLICABLE TO CERTAIN OF THE SHARES OF DR. HUGO VANDENBORRE AND LAVOISIERICO N.V. Pursuant to an Escrow Agreement dated February 28, 2004 entered into between
the Company, Lavoisierico N.V. and CIBC Mellon Trust Company, Dr. Hugo
Vandenborre caused Lavoisierico N.V. to deposit 1,263,199 Subject Shares (the
Escrowed Shares) into escrow in accordance with the terms of a Share Purchase
Agreement entered into between Lavoisierico N.V., the Company and others. The
Escrowed Shares shall be tendered to the Offer in accordance with the terms of
the Offer and the shares of Hydrogenics received pursuant to the Offer in
exchange for the Escrowed Shares will be deposited with the escrow agent and
remain in escrow until February 28, 2005 in accordance with the terms of the
Escrow Agreement.




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##### 



SCHEDULE C COUNTERPART TO LOCK-UP AGREEMENT  TO:
    HYDROGENICS CORPORATION  RE:
    Lock-up Agreement (the Agreement) dated as of the date of this
counterpart between Hydrogenics Corporation and the Sellers  (as
defined in the Agreement) The undersigned Seller hereby agrees to be bound by the terms of the Agreement
as a party to the Agreement, and shall be entitled to all benefits of a Seller
pursuant to the Agreement, as fully and effectively as though the undersigned
had executed the Agreement together with the other parties to the Agreement. DATEDthis day of November 2004. If undersigned is a other than an individual: Name of SellerBy:Name:Title:By:Name:Title:
 If undersigned is an individual: SIGNED, SEALED & DELIVERED
in the presence of: Witness
    
    Name
 ADDRESS FOR NOTICE Name:
    
    
    
    No. of SharesAddress:
    
    
    
    No. of OptionsTel:Facsimile:Email: