THIS AGREEMENT is made August 9, 2010
COMMSCOPE, INC. OF NORTH CAROLINA. , a corporation
existing under the laws of North Carolina,
(“ CommScope ”),
- and -
HYDROGENICS CORPORATION , a corporation existing under the
laws of Canada,
(the “ Company ”)
WHEREAS the Company wishes to issue and sell unregistered common shares in its capital (“
Common Shares ”) to, and enter into a strategic alliance with, CommScope.
AND WHEREAS CommScope is itself, or through its subsidiaries, an operating entity in a
business synergistic with the business of the Company and its subsidiaries.
AND WHEREAS CommScope wishes to purchase unregistered Common Shares from, and
enter into a strategic alliance with, the Company.
AND WHEREAS the board of directors of the Company has unanimously determined that such
strategic alliance actually provides strategic operational benefits to the Company and its subsidiaries and that it is
in the best interest of the Company to enter into this Agreement and to complete the transactions contemplated
THEREFORE , the Parties agree as follows:
DEFINITIONS AND INTERPRETATION
Whenever used in this Agreement, the following words and terms have the meanings set out
Information in Schedules A, B and C of this document marked with “XXXXX”
has been omitted and filed separately with the U.S. Securities and Exchange
Commission pursuant to a request for confidential treatment.
“ 1933 Act ” means the U.S. Securities Act of 1933 , as amended;
“ Action ” means any action, suit, claim arbitration, investigation, inquiry or other proceeding;
“ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control with, such first Person;
“ Agreement ” means t