Exhibit 99.1

EXECUTION VERSION

SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made as of the 21 ^st day of December, 2018.

BETWEEN:

THE HYDROGEN COMPANY , a corporation existing under the laws of France (the “ Investor ”)

- and -

HYDROGENICS CORPORATION , a corporation existing under the laws of Canada (the “ Company ”)

WHEREAS the Investor, or one of its Affiliates (as defined herein), is as at the date hereof, entering into a long term strategic technology collaboration agreement with the Company.

AND WHEREAS in connection with the strategic technology collaboration agreement, the Investor has agreed to purchase the Purchased Securities (as defined herein) from the Company, and the Company has agreed to issue and sell the Purchased Securities to the Investor, on the terms and conditions set out in this Agreement.

AND WHEREAS the Board (as defined herein) has determined that such strategic collaboration agreement provides strategic operational benefits to the Company and that it is in the best interests of the Company to enter into this Agreement and to complete the transactions contemplated herein.

NOW THEREFORE , in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Article 1
DEFINITIONS AND INTERPRETATION

For the purposes of this Agreement (including the recitals hereto), unless the context otherwise requires, the following terms shall have the respective meanings given to them, as set out below, and grammatical variations of such terms shall have corresponding meanings:

“ Acting Jointly or In Concert ” means a Person acting jointly or in concert with another Person or Persons within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids .

“ Activist Investor ” means, as of any date:

The Investor and the Company may from time to time, acting reasonably and in good faith, agree in writing to additional Persons to be added to the list of Activist Investors in Schedule C, following which such Persons shall be deemed to be Activist Investors for the purposes of this Agreement. The Parties agree that the Investor will not object to the inclusion of any Person in Schedule C if it in good faith believes that such Person meets the requirements of paragraphs (a) or (c) above. The Investor may request that the Company removes a Person from Schedule C, in which case the Company will remove such Person from Schedule C if the Company in good faith determines that such Person no longer meets the requirements of paragraphs (a) or (c) above.

“ Affiliate ” means, with respect to any Person, any other Person which directly or indirectly, controls, or is controlled by, or is under common control with, such Person.

“ Applicable Law ” means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any Securities Laws and any consent decree or administrative Order), or Authorization of a Governmental Body in any case applicable to any specified Person, property, transaction or event, or any such Person’s property or assets.

“ Approved Change of Control Transaction ” means a take-over bid, tender offer or exchange offer by any Person, or a merger, amalgamation, arrangement, reorganization or other business combination or similar transaction involving a change in the ownership, directly or indirectly, of at least 20% of the voting rights attached to securities of the Company, where such take-over bid, tender offer, exchange offer, merger, amalgamation, arrangement, reorganization or other business combination or similar transaction has been approved and publicly recommended for acceptance by shareholders of the Company by the Board.

“ Associate ”, in respect of a relationship with a Person, means

“ Authorization ” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs or from any Person in connection with any easements, contractual rights or other matters.

“ Board ” means the Board of directors of the Company.

“ Business Day ” means any day other than a Saturday, Sunday or a day on which banking institutions in Toronto, Ontario or Paris, France are authorized or obligated by law to close.

“ CFPOA ” has the meaning set out in Section 3.1(r).

“ Closing ” means the closing of the purchase and sale of the Purchased Securities.

“ Closing Date ” means the second Business Day after the satisfaction or waiver of the conditions set forth in Sections 5.2 and 5.3 (other than the delivery of items to be delivered on the Closing Date and the satisfaction of those conditions that, by their terms, cannot be satisfied until the Closing Date) or such other date mutually agreed to by the Investor and the Company.

“ Closing Time ” means 10:00 a.m. (Toronto time) on the Closing Date or such other time mutually agreed to by the Investor and the Company.

“ Common Shares ” means the common shares which the Company is authorized to issue.

“ Company Competitor ” means any Person set forth on Schedule A.

“ Company Disclosure Schedule ” means the disclosure schedule delivered by the Company to the Investor concurrently with the execution and delivery of this Agreement.

“ Company Financial Statements ” means, collectively, (i) the audited consolidated financial statements of the Company as at and for the years ended December 31, 2017 and 2016, together with the notes thereto and the auditors’ report thereon, and (ii) the unaudited condensed interim consolidated financial statements of the Company as at and for the three- and nine-month periods ended September 30, 2018 and 2017, together with the notes thereto.

“ Confidentiality Agreement ” means the confidentiality agreement dated October 31, 2018 entered into between the Company and the Investor.

“ Core Representations ” means the representations and warranties given by the Company in Sections 3.1(a), 3.1(b) and 3.1(c) and the representations and warranties given by the Investor in Sections 3.2(a), 3.2(b) and 3.2(c).

“ CSA ” means the securities commissions and other securities regulatory authorities in each of the provinces and territories of Canada.

“ Deductible ” has the meaning set out in Section 3.3(c)(iii).

“ De Minimis Loss ” has the meaning set out in Section 3.3(c)(iv).

“ Encumbrance ” means any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, consignment, lease, hypothecation, security interest, including a purchase money security interest, or other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation, title retention right, or any other encumbrance or prior claim of any nature or kind whatsoever.

“ Exchange Approvals ” has the meaning set out in Section 5.1(c)(iii).

“ Excluded Issuance ” means the issuance by the Company of: (a) securities to the Company’s directors, officers, employees or consultants; (b) securities upon the conversion of securities convertible or exercisable into equity securities that are currently outstanding as of the date of this Agreement (including, for greater certainty, the Lender Warrants); (c) securities issuable as a result of the consolidation or subdivision of any securities of the Company, or as special distributions, stock dividends or payments in kind to all shareholders of the Company or similar transactions; (d) securities issued in connection with an acquisition, merger, business combination, tender offer, take-over bid, or arrangement, including an Approved Change of Control Transaction; (e) securities pursuant to a rights offering by the Company; (f) securities for consideration other than cash; or, (g) for greater certainty, securities pursuant to pre-emptive or similar rights (including pursuant to the Hejili Agreement).

“ FCPA ” has the meaning set out in Section 3.1(r).

“ Governmental Body ” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.

“ Hejili ” means Fuzhou Bonded Zone Hejili Equity Investment Limited Partnership.

“ Hejili Agreement ” means the Subscription Agreement between the Company and Hejili dated April 27, 2017.

“ Intellectual Property ” means any and all intellectual property (whether foreign or domestic, registered or unregistered) owned by the Company or its Subsidiaries or used in the operation, conduct or maintenance of the business, as it is currently operated, conducted or maintained, including: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice) and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof; (ii) all trademarks, trade-names, trade dress, logos, business names, corporate names, domain names, uniform resource locators (URL’s) and the internet websites related thereto, and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works of authorship, all copyrights and all applications, registrations and renewals in connection therewith; (iv) all designs, industrial designs, design patents and all applications, registrations and renewals in connection therewith; (v) all proprietary, technical or confidential information, including all trade secrets, processes, procedures, know-how, show-how, formulae, methods, data, compilations, databases and the information contained therein, together with all business and financial information relating to the Company and its Subsidiaries; and (vi) all computer software (including all source code, object code and related documentation).

“ Investor Competitor ” means any Person set forth on Schedule B.

“ Investor Group Parties ” means the Investor and any of its officers, directors, agents and/or any of their respective Affiliates and/or Associates and/or any Person Acting Jointly or In Concert with the Investor and/or any of its Affiliates and/or Associates and an “Investor Group Party” shall mean any of such Persons.

“ Investor Nominee” has the meaning set out in Section 4.4(a).

“ Investor Nominee Notice ” has the meaning set out in Section 4.4(a).

“ Investor Nominee Notice Date ” has the meaning set out in Section 4.4(a)(iv)(A).

“ Investor Wholly-Owned Affiliate ” means any direct or indirect wholly-owned Subsidiary of L’Air Liquide S.A.

“ Legal Qualification Requirement ” has the meaning set out in Section 4.4(a).

“ Lender Warrants ” has the meaning set out in Section 3.1(e).

“ Losses ” has the meaning set out in Section 3.3(a).

“ Material Adverse Effect ” means an effect that individually or in the aggregate with such other effects, is material and adverse to the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole, except for any such effect resulting from or arising in connection with:

provided, however, that with respect to clauses (b), (c), (d) and (f), such matters do not have a materially disproportionate effect on the Company and its Subsidiaries taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company and/or its Subsidiaries operate.

“ Money Laundering Laws ” has the meaning set out in Section 3.1(t).

“ NASDAQ ” means the Nasdaq Global Market or any successor thereto.

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions .

“ Nominee Right Threshold ” has the meaning set out in Section 4.4(a).

“ OFAC ” has the meaning set out in Section 3.1(u).

“ Offered Securities ” has the meaning set out in Section 4.3(a).

“ Offering ” has the meaning set out in Section 4.3(a).

“ Order ” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority of competent jurisdiction.

“ Outside Date ” means March 30, 2019, provided that the Company may extend the Outside Date for an additional 30 days (in 15 day increments) if the Exchange Approvals have not been obtained by the original Outside Date (or any extension thereof) by giving written notice to the Investor to such effect no later than two Business Days prior to the original Outside Date (or any extension thereof).

“ Outstanding Common Shares ” means at a given time the total number of issued and outstanding Common Shares, excluding, for greater certainty, for the purposes of determining the total number of Common Shares issued and outstanding, any and all Common Shares issuable pursuant to the any outstanding stock options, warrants or other rights.

“ PCMLTFA ” has the meaning set out in Section 3.1(t).

“ Permitted Bid ” means any tender offer or take-over bid for the Common Shares that is made by takeover bid circular or similar document in compliance with Securities Laws that is not made by the Investor or any Investor Group Party.

“ Permitted Transfer ” means:

provided, further, that, in the case of Transfers pursuant to paragraphs (b) or (c) above, the Investor does not believe, after reasonable inquiry, that the Transfer is or will be to any Company Competitor or Activist Investor.

“ Person ” means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.

“ Personal Information ” has the meaning set out in Section 4.8(n).

“ Pre-Emptive Right ” has the meaning set out in Section 4.3(a).

“ Pre-Emptive Right Offer Notice ” has the meaning set out in Section 4.3(b).

“ Pre-Emptive Right Offer Period ” has the meaning set out in Section 4.3(c).

“ Pre-Emptive Right Ownership Threshold ” has the meaning set out in Section 4.3(f).

“ Public Disclosure Documents ” means, collectively, all reports, schedules, forms, statements and any other disclosure documents (including exhibits and other information incorporated therein) filed by the Company with the Securities Regulators since January 1, 2017 and on or before the date of this Agreement that are available to the public on EDGAR or SEDAR.

“ Purchased Securities ” means 3,537,931 Common Shares.

“Qualification Requirements ” has the meaning set out in Section 4.4(a).

“ Related Person ”, in respect of a relationship with a Person that is an individual, means any parent, son, daughter or sibling of such Person.

“ Restricted Period ” means the period commencing on the Closing Date and ending on the date that is the day after the one (1) year anniversary of the Closing Date.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Laws ” means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules, policies and requirements of the NASDAQ, the TSX, and any other stock exchange on which securities of the Company are traded and including U.S. Securities Laws.

“ Securities Regulators ” means, collectively, the CSA and the SEC.

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.

“ Subscription Proceeds ” means $20,520,000, representing $5.80 per Purchased Security.

“ Subsidiary ” means with respect to any Person, any other Person which is controlled directly or indirectly by that Person.

“ Transfer ” has the meaning set out in Section 4.5(a).

“ Transfer/Voting Ownership Threshold ” has the meaning set out in Section 4.5(a).

“ TSX ” means the Toronto Stock Exchange or any successor thereto.

“ United States ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 .

“ U.S. Securities Act ” means the United States Securities Act of 1933 .

“ U.S. Securities Laws ” has the meaning set out in Section 4.8(l).

In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:

The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

All references in this Agreement to currency or to “$”, unless otherwise expressly indicated, shall be to United States dollars. All references in this Agreement to “C$” shall be to Canadian dollars.

Time shall be of the essence of this Agreement.

For the purposes of this Agreement, with respect to any matter, the knowledge of the Company shall mean the actual knowledge of the Chief Technology Officer, the Chief Executive Officer and the Chief Financial Officer of the Company and all information which ought to have been known by any of them after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.

Article 2
SUBSCRIPTION FOR PURCHASED SECURITIES

Article 3
REPRESENTATIONS AND WARRANTIES

Except to the extent disclosed in the Company Disclosure Schedule, the Company, acknowledging that the Investor is entering into this Agreement in reliance thereon, hereby represents and warrants to the Investor as of the date hereof as follows:

The Investor, acknowledging that the Company is entering into this Agreement in reliance thereon, hereby represents and warrants to the Company as of the date hereof as follows:

Subject to the following sentence, the representations and warranties, covenants, indemnities and agreements of a party in this Agreement and in all certificates and documents delivered pursuant to or as contemplated by this Agreement shall survive the Closing Date as follows:

For greater certainty, this Section 3.4 shall not limit any covenant or agreement of the parties that, by its terms, contemplates obligations following the Closing Date.

Article 4
COVENANTS AND Agreements

Each of the parties shall use commercially reasonable efforts to take all actions as are within its power to control, and to cause other actions to be taken that are not within its power to control, so as to ensure the satisfaction of each of the conditions and covenants set forth in Sections 5.2 and 5.3, which are for the benefit of the other party.

In no event shall any adjournment or postponement of a meeting of shareholders of the Company or the announcement thereof commence a new time period for the delivery or mailing of an Investor Nominee Notice as described in this Section 4.4(a)(iv).

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED FOR DISTRIBUTION TO THE PUBLIC IN CANADA UNDER THE SECURITIES LAWS OF THE PROVINCES OR TERRITORIES OF CANADA. THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE THE DAY THAT IS 4 MONTHS AND ONE DAY AFTER THE DATE HEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE, HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE. A NEW CERTIFICATE, BEARING NO LEGEND, (DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” ON THE TORONTO STOCK EXCHANGE) MAY BE OBTAINED FROM CST TRUST COMPANY UPON DELIVERY OF THIS CERTIFICATE.”

provided, however, that if the Investor Group Parties cease to beneficially own at least 14.9% of the Outstanding Common Shares, the Investor will be entitled to acquire in open market transactions on or through the facilities of the TSX or NASDAQ such number of Common Shares representing 5% of the Outstanding Common Shares, provided further that at no time while and for so long as the Investor Group Parties beneficially own the Nominee Right Threshold shall the number of Common Shares beneficially owned by the Investor Group Parties exceed 19.9% of the Outstanding Common Shares.

The Investor will execute, deliver and file or reasonably assist the Company in filing such reports, undertakings and other documents with respect to the transactions contemplated hereby as may be required by Securities Regulators, including but not limited to personal information forms, early warning reports and insider reports. The Company and its legal counsel shall be given a reasonable opportunity to review and comment on such reports, undertakings and other such documents delivered or filed by the Investor prior to their delivery or filing. The Investor shall submit a completed personal information form as required by the TSX as soon as reasonably practicable after the date of this Agreement, and in any event within three (3) Business Days after the date of this Agreement, and shall deliver to the Company any additional information required by the TSX relating to the Investor or the Investor Nominee within three (3) Business Days after the Company notifies the Investor of such request.

The Investor, acknowledging that the Company is entering into this Agreement in reliance thereon, hereby acknowledges the following:

The Investor, acknowledging that the Company is entering into this Agreement in reliance thereon, hereby represents and warrants to the Company as of the date hereof, and as of the Closing Date, as follows:

Article 5
CLOSING

The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Time of each of the following conditions, which are for the exclusive benefit of, and may be waived in writing by, the Company:

The obligations of the Investor to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Time of each of the following conditions, which are for the exclusive benefit of, and may be waived in writing by, the Investor:

The Company, in the case of a condition set out in Section 5.2, and the Investor, in the case of a condition set out in Section 5.3, will have the exclusive right to waive before the Closing Time, the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving party. Such waiving party will retain the right to complete the transactions contemplated hereby and sue the other party in respect of any breach of the other party’s covenants or obligations or any inaccuracy or misrepresentation in a representation or warranty of the other party which gave rise to the non-performance of or non-compliance with the condition so waived.

Article 6
TERMINATION

If this Agreement is terminated pursuant to Section 6.1, all obligations of the parties under or pursuant to this Agreement will terminate without further liability of any party to the other, except that Article 7 shall survive any such termination. Notwithstanding the foregoing, termination of this Agreement pursuant to Section 6.1 shall not relieve any party from liability for any breach of this Agreement occurring before its termination.

Article 7
GENERAL PROVISIONS

The Hydrogen Company

6 rue Cognacq-Jay
75007 Paris, France

with a copy to (which shall not constitute notice):

Stikeman Elliott LLP

1155 René-Lévesque Blvd. W., 41st Floor

Montreal, Québec H3B 2V2

Hydrogenics Corporation
220 Admiral Boulevard
Mississauga, Ontario
L5T 2N6

with a copy to (which shall not constitute notice):

Torys LLP
79 Wellington Street West, 30th Floor
Box 270, TD South Tower
Toronto, Ontario M5K 1N2

or at such other address or email address as such party from time to time directs in writing to the other party.

A breach of this Agreement by any Investor Group Party shall be deemed a breach of this Agreement by the Investor.

The Company and the Investor shall consult with each other prior to issuing any press release or other public disclosure with respect to this Agreement, and the parties shall not issue such press release or make any public disclosure without the prior approval of the Company (in the case of a press release or public disclosure by the Investor) and the Investor (in the case of a press release or public disclosure by the Company), such approval not to be unreasonably withheld. Notwithstanding the foregoing, if at any time a party is required by Applicable Law to make a press release or other public disclosure (including the filing on SEDAR or EDGAR of any material change report or copy of this Agreement), such party may do so, notwithstanding the failure of the other party to approve the text of such press release or other public disclosure, provided that such party has made reasonable efforts in the particular circumstances to allow the other party a reasonable opportunity to comment on such press release or other public disclosure (including with respect to redactions to be made to this Agreement).

Each party shall execute all such further instruments and documents and shall take all such further actions as may be necessary to effect the transactions contemplated herein, in each case at the cost and expense of the party requesting such further instrument, document or action, unless expressly indicated otherwise.

If any provision of this Agreement is wholly or partially invalid, illegal or unenforceable, this Agreement shall be interpreted as if such provision had not been a part hereof so that the invalidity, illegality or unenforceability shall not affect the validity, legality or unenforceability of the remainder of this Agreement which shall be construed as if this Agreement had been executed without such provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated this Agreement are fulfilled to the extent possible.

This Agreement and the Confidentiality Agreement constitute the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, among the parties.

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the parties.

The failure by any party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing, nor shall such failure affect the validity of this Agreement or any part thereof or the right of a party to enforce each and every provision. No waiver of a breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other parties. Notwithstanding the foregoing, the Investor may transfer its Common Shares and assign its rights or benefits under this Agreement to one or more Investor Wholly-Owned Affiliates, provided that such Wholly-owned Affiliate agrees to be bound by the obligations hereunder and provided further that any assignment or transfer shall be permitted only to the extent and for so long as such transferee remains a Wholly-Owned Affiliate and, if such transferee or assignee ceases to be a Wholly-Owned Affiliate, such transferee or assignee shall transfer such Common Shares and assign its rights to the Investor.

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the parties and their respective permitted assigns and successors or executors or administrators.

Except as expressly provided otherwise herein, this Agreement is intended for the benefit of the parties and their respective successors and permitted assigns and is not for the benefit of, nor may any provision in this Agreement be enforced by, any other person.

All costs and expenses incurred by the Investor in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors, up to an aggregate amount of $120,000, shall be borne by the Company, with the remaining to be borne by the Investor.

This Agreement may be executed in one or more counterparts and by the parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

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IN WITNESS WHEREOF this Agreement has been executed by the parties.