Voting And Exchange Trust Agreement

VOTING AND EXCHANGE TRUST AGREEMENT

THIS AGREEMENT is dated for reference May 11, 2009.

AMONG: KEEWATIN WINDPOWER INC. , a corporation existing under the laws of Saskatchewan (" ExchangeCo" )


AND KEEWATIN WINDPOWER CORP. , a corporation existing under the laws of the State of Nevada (" Parent" )


AND VALIANT TRUST COMPANY , a trust company continued under the laws of Canada and registered to carry on business in the Province of British Columbia (" Trustee" )


WHEREAS:

A. Pursuant to a share exchange agreement (the " Share Exchange Agreement" ) dated for reference May 11, 2009 among Parent, ExchangeCo, Sky Harvest Windpower Corp. (the " Company" ) and the shareholders of the Company, ExchangeCo has agreed to issue exchangeable shares (the " Exchangeable Shares" ) to certain holders of common shares of the Company pursuant to the acquisition of common shares of the Company contemplated by the Share Exchange Agreement; and

B. Pursuant to the Share Exchange Agreement, Parent and ExchangeCo have agreed to execute a voting and exchange trust agreement substantially in the form of this Agreement; and

THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, the following terms shall have the following meanings: " Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, " control" (including, with correlative meanings, the terms " controlled by" and " under common control with" ), as applied to any Person, means the possession by another Person, directly or indirectly, of the power to direct or cause the direction of the management and policies of that first mentioned Person, whether through the ownership of voting securities, by contract or otherwise. " Assignee" has the meaning ascribed to that term in Section 12.3.

- 2 - " Authorized Person" has the meaning ascribed to that term in Section 6.16. " Automatic Exchange Rights" means the benefit of the obligation of Parent to effect the automatic exchange of Parent Common Shares for Exchangeable Shares pursuant to Section 5.13. " Beneficiaries" means the registered holders from time to time of Exchangeable Shares, other than Parent and the Parent Affiliates. " Beneficiary Votes" has the meaning ascribed to that term in Section 4.2. " Board of Directors" means the Board of Directors of ExchangeCo or Parent, as the case may be. " Business Day" means any day on which commercial banks are generally open for business in Vancouver, British Columbia, other than a Saturday, a Sunday or a day observed as a holiday in Vancouver, British Columbia under the laws of the Province of British Columbia or the federal laws of Canada. " Canadian Dollar Equivalent" means, in respect of an amount expressed in a currency other than Canadian dollars (the " Foreign Currency Amount" ) at any date, the product obtained by multiplying: (a) the Foreign Currency Amount, by (b) the noon spot exchange rate on such date for such foreign currency expressed in Canadian dollars as reported by the Bank of Canada or, in the event such spot exchange rate is not available, such exchange rate on such date for such foreign currency expressed in Canadian dollars as may be deemed by the Board of Directors to be appropriate for such purpose. " Current Market Price" means, in respect of a Parent Common Share on any date, the Canadian Dollar Equivalent of the average of the closing prices of Parent Common Shares during a period of 20 consecutive trading days ending not more than three trading days before such date on the OTC Bulletin Board, or, if the Parent Common Shares are not then quoted on the OTC Bulletin Board, on such other stock exchange or automated quotation system on which the Parent Common Shares are listed or quoted, as the case may be, as may be selected by the Board of Directors of Parent for such purpose; provided, however, that if in the opinion of the Board of Directors of Parent the public distribution or trading activity of Parent Common Shares during such period does not create a market which reflects the fair market value of a Parent Common Shares, then the Current Market Price of a Parent Common Share shall be determined by the Board of Directors of Parent, in good faith and in its sole discretion, and provided further that any such selection, opinion or determination by the Board of Directors of Parent shall be conclusive and binding. " Entity" means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity. " Exchange Right" has the meaning ascribed to that term in Section 5.1. " Exchangeable Share" means a share in the class of non-voting exchangeable shares in the capital of ExchangeCo having the rights, privileges, restrictions and conditions set forth in the Exchangeable Share Provisions.

- 3 - " Exchangeable Share Provisions" means the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares as set forth in Schedule O of the Share Exchange Agreement. " Exchangeable Share Support Agreement" means the exchangeable share support agreement made as of May 11, 2009 among ExchangeCo and Parent. " Governmental Body" means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal). " Indemnified Parties" has the meaning ascribed to that term in Section 8.1. " Insolvency Event" means the institution by ExchangeCo of any proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or the consent of ExchangeCo to the institution of bankruptcy, insolvency or winding-up proceedings against ExchangeCo, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without limitation the Companies Creditors Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by ExchangeCo to contest in good faith any such proceedings commenced in respect of ExchangeCo within 30 days of becoming aware thereof, or the consent by ExchangeCo to the filing of any such petition or to the appointment of a receiver, or the making by ExchangeCo of a general assignment for the benefit of creditors, or the admission in writing by ExchangeCo of its inability to pay its debts generally as they become due, or ExchangeCo not being permitted, pursuant to solvency requirements of applicable law, to redeem any Retracted Shares pursuant to Section 6.6 of the Exchangeable Share Provisions. " Liquidation Call Right" has the meaning ascribed to that term in the Share Exchange Agreement. " Liquidation Event" has the meaning ascribed to that term in Section 5.13(b) . " Liquidation Event Effective Date" has the meaning ascribed to that term in Section 5.13(c) . " List" has the meaning ascribed to that term in Section 4.6. " Officer' s Certificate" means, with respect to Parent or ExchangeCo, as the case may be, a certificate signed by any one of the authorized signatories of Parent or ExchangeCo, as the case may be. " Parent Affiliates" means Affiliates of Parent. " Parent Common Share" means a share of common stock, par value U.S. $0.001 per share, in the capital of Parent, and any other security into which such share may be changed. " Parent Consent" has the meaning ascribed to that term in Section 4.2. " Parent Meeting" has the meaning ascribed to that term in Section 4.2.

- 4 - " Parent Special Voting Share" means the one share of special voting stock of Parent, par value U.S.$0.001, which entitles the holder of record of that share to a number of votes at meetings of holders of Parent Common Shares equal to the number of Exchangeable Shares outstanding from time to time (other than Exchangeable Shares held by Parent and Parent Affiliates). " Parent Successor" has the meaning ascribed to that term in Section 10.1. " Person" means any individual, Entity or Governmental Body. " Redemption Call Right" has the meaning ascribed to that term in the Share Exchange Agreement. " Retracted Shares" has the meaning ascribed to that term in Section 5.7. " Retraction Call Right" has the meaning ascribed to that term in the Exchangeable Share Provisions. " Share Exchange Agreement" means the agreement dated for reference May 11, 2009 between Parent, ExchangeCo and the Company and certain shareholders of the Company, as amended, supplemented and/or restated in accordance therewith, providing for, among other things, the acquisition of common shares of the Company. " Trust" means the trust created by this Agreement. " Trust Estate" means the Parent Special Voting Share, any other securities, the Exchange Right, the Automatic Exchange Rights and any money or other property which may be held by Trustee from time to time pursuant to this trust agreement. " Trustee" means Valiant Trust Company or such other trust company or other Entity that Parent and the Company choose and, subject to the provisions of Article 9, includes any successor trust company. " Voting Rights" means the voting rights attached to the Parent Special Voting Share as set forth in Article 4.

1.2 Interpretation Not Affected by Headings, etc. The division of this Agreement into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and should not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to an " Article" or " Section" followed by a number and/or a letter refer to the specified Article or Section of this Agreement. The terms " this Agreement" , " hereof" , " herein" and " hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number, Gender, etc. Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

- 5 -1.4 Date for any Action If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

Article 2
PURPOSE OF AGREEMENT 2.1 Establishment of Trust The purpose of this Agreement is to create the Trust for the benefit of the Beneficiaries, as herein provided. Trustee will hold the Parent Special Voting Share in order to enable Trustee to execute the Voting Rights and will hold the Exchange Right and the Automatic Exchange Rights in order to enable Trustee to exercise such rights, in each case as Trustee for and on behalf of the Beneficiaries as provided in this Agreement.

Article 3
PARENT SPECIAL VOTING SHARE

3.1 Issue and Ownership of the Parent Special Voting Share Parent hereby issues to and deposits with Trustee, the Parent Special Voting Share to be hereafter held of record by Trustee as Trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Parent hereby acknowledges receipt from Trustee as Trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the issuance of the Parent Special Voting Share by Parent to Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, Trustee shall possess and be vested with full legal ownership of the Parent Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Parent Special Voting Share provided that Trustee shall: (a)

hold the Parent Special Voting Share and the legal title thereto as Trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b)

except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Parent Special Voting Share and the Parent Special Voting Share shall not be used or disposed of by Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.3.2 Legended Share Certificates ExchangeCo will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of their right to instruct Trustee with respect to the exercise of the Voting Rights in respect of the Exchangeable Shares of the Beneficiaries.3.3 Safe Keeping of Certificate The certificate representing the Parent Special Voting Share shall at all times be held in safe keeping by Trustee or its duly authorized agent.

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Article 4
EXERCISE OF VOTING RIGHTS 4.1 Voting Rights Trustee, as the holder of record of the Parent Special Voting Share, shall be entitled to vote in person or by proxy the Parent Special Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the holders of Parent Common Shares at a Parent Meeting or in connection with a Parent Consent. The Voting Rights shall be and remain vested in and exercised by Trustee. Subject to Section 6.14: (a)

Trustee shall exercise the Voting Rights only on the basis of instructions received in accordance with this Article 4 from Beneficiaries entitled to instruct Trustee as to the voting thereof at the time at which the Parent Meeting is held or a Parent Consent is sought; and (b)

to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, Trustee shall not exercise or permit the exercise of such Voting Rights.

4.2 Number of Votes With respect to all meetings of stockholders of Parent at which holders of Parent Common Shares are entitled to vote (each, a " Parent Meeting" ) and with respect to all written consents sought by Parent from its stockholders including the holders of Parent Common Shares (each, a " Parent Consent" ), each Beneficiary shall be entitled to instruct Trustee to cast and exercise one of the votes comprised in the Voting Rights for each Exchangeable Share owned of record by such Beneficiary on the record date established by Parent or by applicable law for such Parent Meeting or Parent Consent, as the case may be (the " Beneficiary Votes" ), in respect of each matter, question, proposal or proposition to be voted on at such Parent Meeting or in connection with such Parent Consent.4.3 Mailings to Stockholders With respect to each Parent Meeting and Parent Consent, Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Parent utilizes in communications to holders of Parent Common Shares subject to Trustee being advised in writing of that method and its ability to provide that method of communication) to each of the Beneficiaries named in the List referred to in Section 4.6, the following materials (such mailing or communication to commence on the same day as the mailing (or other communication) is commenced by Parent to its stockholders or, if later, promptly after receipt by Trustee of such materials): (a)

a copy of the notice of such Parent Meeting or such Parent Consent, together with any related materials to be provided to stockholders of Parent; (b)

a statement that such Beneficiary is entitled to instruct Trustee as to the exercise of the Beneficiary Votes with respect to such Parent Meeting or Parent Consent or, pursuant to Section 4.7, to attend such Parent Meeting and to exercise personally the Beneficiary Votes thereat; (c)

a statement as to the manner in which such instructions may be given to Trustee, including an express indication that instructions may be given to Trustee to give:


- 7 - (i)

a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or (ii)

a proxy to a designated agent or other representative of the management of Parent to exercise such Beneficiary Votes;
(d)

a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e)

a form of direction whereby the Beneficiary may instruct Trustee as to voting and otherwise as contemplated herein; and (f)

a statement of the time and date by which such instructions must be received by Trustee in order to be binding upon it, which, in the case of a Parent Meeting, shall be not later than the close of business on the second Business Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Parent or by applicable law for purposes of determining stockholders entitled to vote at such Parent Meeting or sign such Parent Consent. Parent will notify Trustee of any decision of the Board of Directors of Parent with respect to the calling of any Parent Meeting or with respect to the seeking of any Parent Consent and shall provide all necessary information and materials to Trustee in each case promptly and in any event in sufficient time to enable Trustee to perform its obligations contemplated by this Section 4.3.

4.4 Copies of Stockholder Information Parent will deliver to Trustee copies of all proxy materials (including notices of Parent Meetings but excluding proxies to vote Parent Common Shares), information statements, reports (including without limitation, all interim and annual financial statements) and other written communications that, in each case, are to be distributed from time to time to holders of Parent Common Shares in sufficient quantities and in sufficient time so as to enable Trustee to send those materials to each Beneficiary at the same time as such materials are first sent to holders of Parent Common Shares. Trustee will mail or otherwise send to each Beneficiary, at the expense of Parent, copies of all such materials (and all materials specifically directed to the Beneficiaries or to Trustee for the benefit of the Beneficiaries by Parent) received by Trustee from Parent and will use its best efforts to mail or otherwise send such materials contemporaneously with the sending by Parent or its designee of such materials to holders of Parent Common Shares. Trustee will also make available for inspection by any Beneficiary at Trustee' s principal corporate trust office in the City of Vancouver during the regular business hours of Trustee all proxy materials, information statements, reports and other written communications that are: (a)

received by Trustee as the registered holder of the Parent Special Voting Share and made available by Parent generally to the holders of Parent Common Shares; or (b)

specifically directed to the Beneficiaries or to Trustee for the benefit of the Beneficiaries by Parent.


- 8 -4.5 Other Materials As soon as reasonably practicable after receipt by Parent or stockholders of Parent (if such receipt is known by Parent) of any material sent or given by or on behalf of a third party to holders of Parent Common Shares generally, including without limitation, dissident proxy and information circulars (and related information and material) and tender and exchange offer circulars (and related information and material), Parent shall use its reasonable efforts to obtain and deliver to Trustee copies thereof in sufficient quantities so as to enable Trustee to forward such material (unless the same has been provided directly to Beneficiaries by such third party) to each Beneficiary as soon as possible thereafter. As soon as reasonably practicable after receipt thereof, Trustee will mail or otherwise send to each Beneficiary, at the expense of Parent, copies of all such materials received by Trustee from Parent. Trustee will also make available for inspection by any Beneficiary at Trustee' s principal corporate trust office in the City of Vancouver during the regular business hours of Trustee copies of all such materials.

4.6 List of Persons Entitled to Vote ExchangeCo shall, (a) prior to each annual general and special Parent Meeting or the seeking of any Parent Consent and (b) forthwith upon each request made at any time by Trustee in writing, prepare or cause to be prepared a list (a " List" ) of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by Parent or pursuant to applicable law for determining the holders of Parent Common Shares entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to Trustee promptly after receipt by ExchangeCo of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time to enable Trustee to perform its obligations under this Agreement. Parent agrees to give ExchangeCo notice (with a copy to Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo to perform its obligations under this Section 4.6.4.7 Entitlement to Direct Votes Any Beneficiary named in a List prepared in connection with any Parent Meeting or Parent Consent will be entitled (a) to instruct Trustee in the manner described in Section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled or (b) to attend such meeting and personally exercise thereat, as the proxy of Trustee, the Beneficiary Votes to which such Beneficiary is entitled.4.8 Voting by Trustee, and Attendance of Trustee Representative at Meeting (a)

In connection with each Parent Meeting and Parent Consent, Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Beneficiary pursuant to Section 4.3, the Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by Trustee from the Beneficiary prior to the time and date fixed by Trustee for receipt of such instruction in the notice given by Trustee to the Beneficiary pursuant to Section 4.3.


- 9 - (b)

Subject to the timely receipt of instructions as contemplated in Section 4.3(f), Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of Trustee, proxies for Voting Rights to attend each Parent Meeting. Upon submission by a Beneficiary (or its designee) of identification satisfactory to Trustee' s representative, and at the Beneficiary' s request, such representative shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled hereunder to direct the vote, if such Beneficiary either (i) has not previously given Trustee instructions pursuant to Section 4.3 in respect of such meeting or (ii) submits to such representative written revocation of any such previous instructions. At such meeting, the Beneficiary exercising such Beneficiary Votes shall have the same rights as Trustee to speak at the meeting in favour of any matter, question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question, proposal or proposition, and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition.

4.9 Distribution of Written Materials Any written materials distributed by Trustee pursuant to this Agreement shall be sent by mail (or otherwise communicated in the same manner as Parent utilizes in communications to holders of Parent Common Shares subject to Trustee being advised in writing of that method of communication and its ability to provide that method of communication) to each Beneficiary at its address as shown on the books of ExchangeCo. ExchangeCo shall provide or cause to be provided to Trustee for this purpose, on a timely basis and without charge or other expense: (a)

a current List; and (b)

upon the request of Trustee, mailing labels to enable Trustee to carry out its duties under this Agreement.4.10 Termination of Voting Rights All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo pursuant to the exercise by ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

- 10 -

Article 5
EXCHANGE RIGHT AND AUTOMATIC EXCHANGE 5.1 Grant and Ownership of the Exchange Right Parent hereby grants to Trustee as Trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the " Exchange Right" ), exercisable upon the occurrence and during the continuance of an Insolvency Event, to require Parent to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Parent hereby acknowledges receipt from Trustee as Trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the ...