Maxim Power Corp.

Execution Version

FOURTH AMENDING AGREEMENT

THIS FOURTH AMENDING AGREEMENT is dated as of the 30[th] day of June, 2021.

BETWEEN:

MAXIM POWER CORP. , as borrower (the " Borrower ")

and

MILNER POWER LIMITED PARTNERSHIP, MILNER POWER II LIMITED PARTNERSHIP, MILNER POWER INC. and MILNER POWER II INC. , as guarantors (collectively, the " Guarantors ")

and

ALPINE CAPITAL CORP. , in its capacity as administrative agent for the Lenders (the " Administrative Agent ")

and

ALPINE CAPITAL CORP., PRAIRIE MERCHANT CORPORATION and others that from time to time become lenders under the Credit Agreement , in their capacity as lenders (collectively, the " Lenders " and individually a " Lender ")

WHEREAS:

The Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to the convertible loan facility credit agreement (the " Original Credit Agreement ") dated as of September 10, 2019;
The Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to the First Amending Agreement (the " First Amending Agreement ") dated as of October 3, 2019, a Second Amending Agreement (the " Second Amending Agreement ") dated as of July 13, 2020, a Third Amending Agreement (the " Third Amending Agreement ") dated as of November 6, 2020 and the Notice of Request to Extend dated January 20, 2021 (the " Extension "), to the Original Credit Agreement (the Original Credit Agreement, as amended and supplemented by the First Amending Agreement, the Second Amending Agreement, the Third Amending Agreement and the Extension, the " Credit Agreement "); and
The parties hereto wish to further amend the Credit Agreement on the terms and conditions set forth herein.

NOW THEREFORE , in consideration of the premises, the covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:

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1. Definitions and Interpretation

(a) Capitalized terms used herein, including the recitals hereto, shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein and:

" Amended Credit Agreement " means the Credit Agreement, as amended by this Amending Agreement; and

" Amending Agreement " means this fourth amending agreement.

(b) The division of this Amending Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Amending Agreement. The terms "this Amending Agreement", "hereof", "hereunder" and similar expressions refer to this Amending Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto. Unless expressly indicated otherwise, all references to "Section" or "Sections" are intended to refer to a Section or Sections of the Credit Agreement.

2. Amendments to Credit Agreement

Effective as of the Fourth Amendment Effective Date:

(a) Section 1.1 of the Credit Agreement is amended by adding the following definitions in proper alphabetical order:

"" Approved Senior Financing Replacement Financing " has the meaning ascribed thereto in Section 8.2.1(e).

" CCGT Conversion " has the meaning ascribed thereto in paragraph (e) of the definition of "Project" in Section 1.1.

" Eligible Projects " means the design, development, construction and commissioning of wind power projects by the Borrower or any Guarantor.

" Existing Plant " means the existing 204 MW simple cycle natural gas fired electrical generation facility owned by Milner Power LP II and known as "Milner 2" situated on the Site Lands.

" Extension Request " has the meaning ascribed thereto in Section 2.2.1.

" Fourth Amendment Effective Date " means June 30, 2021.

" HRSG " means the heat recovery steam generator acquired by Milner Power LP II and which is subject to the agreement dated as of October 19, 2020 between Milner Power LP II and Vogt Power International Inc.

" Milner 1 Plant Components " means components from the 150 MW dual fuel (coal and natural gas) power station owned by Milner Power LP situated on the Site Lands to be used for the Project including the steam turbine, the auxiliary boilers, cooling tower and associated equipment and appurtenance, but excluding components utilized in the Existing Plant.

" New Facilities " means the facilities being constructed or modified to convert the Existing Plant from a simple cycle power generation facility to a combined cycle power generation facility and

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includes the HRSG, the Milner 1 Plant Components and steam and condensate lines connecting the HRSG to certain of the Milner 1 Plant Components.".

(b) The definition of "Borrower's Account" in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

"" Borrower's Account " means the account maintained by the Borrower to which Advances are to be deposited, as follows:

[Confidential banking information redacted]

(c) The definition of "Convertible Loan Facility" in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

"" Convertible Loan Facility " means the convertible construction credit facility to be made available hereunder to the Borrower by way of the type of Advances described in Section 2.1.3 on a non-revolving basis for the purpose set forth herein.".

(d) The definition of "EPC Contract" in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

"" EPC Contract " means the agreement for engineering, procurement and construction dated as of June 28, 2021 between Milner Power LP II and the EPC Contractor relating to the New Facilities and the tie-in of the Existing Plant to the New Facilities, as amended, supplemented or extended from time to time as permitted hereunder, including, without limitation, by the issuance of Change Orders thereunder (as permitted by the terms hereof).".

(e) The definition of "Plant" in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

"" Plant " means the Existing Plant, which is to be converted into a combined cycle natural gas fired electrical generation facility pursuant to the CCGT Conversion, to be located on the Site Lands with a rated nameplate 300 MW electric generating capacity (approximately) and known as "Milner 2.".

(f) Paragraph (e) of the definition of "Project" in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:
"(e) all expansions, additions, improvements and modifications thereto made from time to time, whether or not of a capital nature, including all equipment and connections as part of the conversion of the Existing Plant to a combined cycle natural gas fired electrical generation facility (the " CCGT Conversion ").".
(g) The definition of "Senior Financing Conditions" in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

"" Senior Financing Conditions " has the meaning ascribed thereto in Section 6.9.2.".

(h) The definition of "Senior Financing Subordination Terms" in Section 1.1 of the Credit Agreement is deleted in its entirety.

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(i) The definition of "Total Commitment Amount" in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

"" Total Commitment Amount " means the total aggregate commitments of the Lenders under the Convertible Loan Facility as set forth on Schedule 1 from time to time.".

(j) Section 2.1.1(a) of the Credit Agreement is deleted in its entirety and replaced with the following:

"The Lenders hereby establish on a several and not joint and several basis the Convertible Loan Facility, to be made available to the Borrower by the Lenders on a non-revolving basis, subject to Section 2.1.5, in the principal amount of up to the Total Commitment Amount.".

(k) Section 2.1.1(c) of the Credit Agreement is deleted in its entirety and replaced with the following:
"(c) In no event shall a Lender be obligated to make Advances under the Convertible Loan Facility if after making such Advances the Outstanding Principal of that Lender's Advances under such Convertible Loan Facility would exceed that Lender's Commitment in respect of such Convertible Loan Facility.".
(l) Section 2.1.2 of the Credit Agreement is deleted in its entirety and replaced with the following:

" 2.1.2 Purpose

Advances made under the Convertible Loan Facility on or after the Fourth Amendment Effective Date shall be used to fund costs of: (i) the CCGT Conversion, subject in all respects to the terms of this Agreement, and in particular, subject to the limitation set out in Section 2.1.5; and (ii) such other Eligible Projects as the Lenders may agree.".

(m) Section 2.1.5 of the Credit Agreement is deleted in its entirety and replaced with the following:

" 2.1.5 Non-Revolving Nature of the Convertible Loan Facility

The Convertible Loan Facility is a non-revolving facility and amounts repaid thereunder may not be reborrowed. However, the Borrower is entitled to request additional Advances to the extent required to meet the Borrower’s obligations pursuant to the Senior Financing to fund Project Costs in connection with completion of the CCGT Conversion.".

(n) Section 2.2.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

" 2.2.1 Repayment of the Convertible Loan Facility

The Outstanding Obligations will be repaid by the Borrower in full on September 25, 2026, unless the Borrower provides notice of a request to extend (each, an " Extension Request ") to the Agent no later than 2 months prior to such date, and the Extension Conditions have been met as of the date that is 30 days prior to the then applicable Final Maturity Date or waived by the Lenders, and the Extension Fee has been paid to the Lenders, in which case such date may, at the Lenders' discretion, be extended by 6 months (such date, as it may be so extended the “ Final Maturity Date ”). In the event that the Lenders decide not to extend the Final Maturity Date pursuant to an Extension Request, then the Extension Fee paid to the Lenders in connection with such Extension Request shall be refunded to the Borrower. The Borrower shall also pay to the Lenders an Extension Fee on a semi-annual basis on September 25 and March 25 of each year, commencing

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on September 25, 2021, to the extent that such Extension Fee has not been previously paid in connection with such period.".

(o) Section 2.3.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

" 2.3.1 Mandatory Prepayments

To the extent permitted by the Senior Financing, the Borrower shall pay the following amounts in reduction of the Outstanding Principal under the Convertible Loan Facility:

(a) such amounts as are determined pursuant to Section 7.6.3 and 7.6.6;
(b) such amounts as are set forth in Section 8.1.11; and
(c) the amount of any equity financing, and any debt financing which is not an Approved Senior Financing Replacement Financing.

Any mandatory prepayment under Section 2.3.1 above shall respectively reduce the Commitments of the Lenders in respect of the Convertible Loan Facility on a permanent basis (pro rata among such Lenders on the basis of their respective Commitments thereunder) and/or shall immediately reduce the Outstanding Principal thereunder by such amount. Within 10 Business Days of any such mandatory prepayment, the Agent shall prepare and deliver to the Borrower an updated Schedule 1 setting forth each Lender's Commitment and the Total Commitment Amount after giving effect to such mandatory prepayment, and Schedule 1 shall be deemed to be amended accordingly.".

(p) Section 2.4.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

" 2.4.1 Cancellation and Prepayment of Convertible Loan Facility

The Borrower shall have the right at any time and from time to time, subject to Sections 9.2 and 12.4, upon at least 12 Business Days’ prior notice to the Administrative Agent and each of the Lenders (a " Repayment Notice "), to effect: (i) a voluntary cancellation of undrawn Commitments under the Convertible Loan Facility, or (ii) a voluntary prepayment on account of the Outstanding Principal under the Convertible Loan Facility. Any such cancellation or prepayment shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 or in the full amount of such undrawn Commitment or Outstanding Principal. Within 10 Business Days of any such cancellation or prepayment, the Agent shall prepare and deliver to the Borrower an updated Schedule 1 setting forth each Lender's Commitment and the Total Commitment Amount after giving effect to such cancellation or prepayment, and Schedule 1 shall be deemed to be amended accordingly.".

(q) Section 2.8.2 of the Credit Agreement is deleted in its entirety and replaced with the following:

" 2.8.2 Amendment Fee

The Borrower shall be obligated to pay to each of the Lenders an amendment fee in the amount of 1% of each Lender’s Commitment, on closing of the Senior Financing.".

(r) Section 3.3(a) of the Credit Agreement is deleted in its entirety and replaced with the following:

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"(a) The Borrower shall pay interest on the unpaid principal amount of each Advance at a rate of 12% per annum, calculated daily and payable in Canadian Dollars in arrears:
(i) monthly on the last Business Day of each month in respect of interest payable for that month; and
(ii) on the Final Maturity Date;

provided that, at the Borrower’s election, all interest due and payable on Advances made following the Fourth Amendment Effective Date but prior to Commercial Operation may be added to and form part of the Outstanding Obligations. For greater certainty, following Commercial Operation, all interest shall be payable in accordance with Sections 3.3(a)(i) and 3.3(a)(ii).".

(s) Section 6.1.4 of the Credit Agreement is deleted in its entirety and replaced with the following:

" 6.1.4 Consents

(a) The Consents shall not be requested by the Lenders to be delivered until the earliest of:
- (i) 45 days following the Fourth Amendment Effective Date;
- (ii) the occurrence of an Event of Default; or
- (iii) the entering into of the Senior Financing.
(b) In the event that the Senior Financing is entered into or outstanding, the Agent will deliver subordinations or revocations of the Consents reasonably required to provide priority to the Senior Agent and/or Senior Lenders under the Senior Financing.".
(t) Section 6.9.1 of the Credit Agreement (for certainty, "Section 6.9.1 – "Senior Financing" and "Section 6.9.1 – Senior Financing Conditons") is deleted in its entirety and replaced with the following:

" 6.9.1 Senior Financing

The Borrower intends to enter into an amended and restated credit agreement dated on or about the Fourth Amendment Effective Date (the " Senior Financing ") with ATB Financial and Fiera Private Debt Fund VI LP and the other lenders from time to time party thereto, as lenders (the " Senior Lenders "), and ATB Financial, as agent for the Senior Lenders (in such capacity, the " Senior Agent "). The Lenders and the Administrative Agent agree to postpone the Convertible Loan Facility and subordinate the Security to any security granted in favour of the Senior Agent and the Senior Lenders in accordance with the terms of the amended and restated intercreditor and subordination agreement dated on or about the Fourth Amendment Effective Date among, inter alios , the Borrower, the Senior Agent and the Administrative Agent (as amended, restated, amended and restated, supplemented or modified, from time to time, in accordance with the terms thereof, the " Senior Financing Subordination Agreement ").".

(u) Section 8.2.1(b) of the Credit Agreement is amended by deleting the "and" after subparagraph (c), replacing the period at the end of subparagraph (d) with "; and" and adding the following new subparagraph (e):

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"(e) incur debt pursuant to any refinancing of the Senior Financing after the Fourth Amendment Effective Date that is approved, in writing, by the Lenders, such approval not to be unreasonably withheld, conditioned or delayed; provided that the refinancing of the Senior Financing shall be provided by one or more Canadian financial institutions or Fiera Private Debt Fund VI LP (including its affiliates), or any combination thereof, on substantially the same terms as the Senior Financing (with such changes as are agreed by the Lenders, acting reasonably) (the " Approved Senior Financing Replacement Financing ").".
(v) Section 8.1.27 is added to the Credit Agreement as follows:

" 8.1.27 Senior Financing

The Borrower shall comply with all covenants of the Senior Financing in all material respects and shall provide written notice to the Lenders of any actual, or reasonably anticipated, breach of such covenants of which the Borrower or any Guarantor is aware.".

(w) The Credit Agreement is amended by adding the following new Section 8.1.28 to the Credit Agreement as follows:

"8.1.28 Comparable Security to Senior Financing

Other than in respect of the AESO Recovery, the Borrower shall provide a guarantee and security on any assets of an Obligor, as applicable, on which a guarantee and security, as applicable, is granted to the Senior Lenders in connection with the Senior Financing.".

(x) Section 8.2.13 of the Credit Agreement is deleted in its entirety and replaced with the following:.

" 8.2.13 Hedges

It will not enter into or permit to be outstanding at any time any Interest Hedges, Commodity Hedges or Currency Hedges without the Lenders’ consent, except for:

(a) any Interest Hedges, Commodity Hedges or Currency Hedges required pursuant to the Senior Financing;
(b) any Currency Hedges in respect of US dollar based payment commitments under any Material Project Contracts; and
(c) any Commodity Hedges in respect of power (not to exceed the maximum capacity of the Plant) and/or natural gas (not to exceed the maximum consumption of the Plant).".
(y) Section 8.2.8(a) of the Credit Agreement is deleted in its entirety and replaced with the following:
"(a) except for the CCGT Conversion, make or permit to be made any material change in the scope, design or nature of the Project or materially expand the Project, without consent of the Lenders (provided that any increase or decrease in the capacity of the Project, in aggregate, of less than 10 megawatts will be deemed to not be a material change or a material expansion of the Project); or".
(z) Schedule 5 "Security" of the Credit Agreement is hereby amended by deleting paragraph 5 thereof and replacing it with the following:

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"5. [Intentionally deleted].".

The Administrative Agent, on behalf of itself and the Lenders, hereby acknowledges, confirms and agrees that the security interests granted to the Administrative Agent, on behalf of itself and the Lenders pursuant to the assignment of the AESO Recovery (the " AESO Assignment ") referenced in Schedule 5 of the Credit Agreement are hereby released and discharged, and the AESO Assignment is hereby terminated.

(aa) Schedule 11"LCs Outstanding at Closing" of the Credit Agreement is deleted in its entirety and replaced with Exhibit 1 hereto.

3. Representations and Warranties

Each of the Obligors hereby represents and warrants to and in favour of the Lenders and the Administrative Agent (all of which representations and warranties the Borrower hereby acknowledges are being relied upon by the Lenders and the Administrative Agent in entering into this Amending Agreement), that, as of the Fourth Amendment Effective Date:

(a) there exists no continuing Default or Event of Default under either the Credit Agreement or the Amended Credit Agreement; and
(b) the representations and warranties contained in Article 5 of the Amended Credit Agreement (with this Amending Agreement being a Credit Facility Document and references to the Credit Agreement being deemed to be references to the Amended Credit Agreement), other than those stated to be made solely as of an earlier date, are true and correct with the same effect as if made as of the date hereof.

4. Conditions Precedent

This Amending Agreement shall become effective upon each of the following conditions precedent being satisfied:

(a) there exists no continuing Default or Event of Default under the Credit Agreement;
(b) the representations and warranties contained in Section 3 hereof are true and correct; and
(c) the Administrative Agent has received a duly executed copy of this Amending Agreement.

The conditions precedent set out in Section 4 above are inserted for the sole benefit of the Administrative Agent and the Lenders and may be waived by the Administrative Agent by or with the prior consent of all Lenders in whole or in part, with or without terms or conditions.

5. Ratification and Confirmation

This Amending Agreement is supplemental to the Credit Agreement and forms part of, and has the same effect as though incorporated in, the Credit Agreement. Except as amended hereby, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. Each Obligor acknowledges and agrees that all Security and each other Credit Facility Document to which it is a party remains in full force and effect and hereby ratifies and confirms its obligations under such Security and such other Credit Facility Documents. This Confirmation is in addition to and shall not limit, derogate from or otherwise affect the provisions of the Security.

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6. Miscellaneous

(a) The Borrower acknowledges and agrees that it shall pay the Administrative Agent, on its own account and on behalf of the Lenders, all reasonable costs and expenses (including reasonable legal fees and disbursements on a solicitor and his own client basis) incurred by the Administrative Agent and the Lenders, as applicable, in connection with the preparation, negotiation, execution, delivery and enforcement of this Amending Agreement.
(b) For the purposes of the Credit Agreement, this Amending Agreement shall be read together with the Credit Agreement as one instrument, and this Amending Agreement shall also constitute a Credit Facility Document.
(c) This Amending Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.
(d) This Amending Agreement may be executed in any number of counterparts and by different parties and separate counterparts and by PDF or facsimile signature, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
(e) Delivery by a party of an executed signature page of this Amending Agreement by portable document format (.pdf), DocuSign or similar electronic signature technology, or any other electronic means intended to preserve the original graphic and pictorial appearance of a signature has the same effect as delivery of an executed original of this Amending Agreement.

[signature pages follow]

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IN WITNESS WHEREOF the parties hereto have caused this Amending Agreement to be duly executed as of the date first above written.

BORROWER:

Per: (signed)____ Name: Redacted Title: Redacted_

GUARANTORS:

MILNER POWER LIMITED PARTNERSHIP,

by its general partner, MILNER POWER INC.

Per: (signed)____ Name: Redacted Title: Redacted_

Per: (signed)____ Name: Redacted Title: Redacted

MILNER POWER II LIMITED PARTNERSHIP, by its general partner, MILNER POWER II INC.

Per: (signed)____ Name: Redacted Title: Redacted_

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