Exhibit
10.2


 


PLEDGE
AND SECURITY AGREEMENT


 


THIS
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of November 8, 2021, between Volt Energy
B.V. (“Volt B.V.” or a “Pledgor”) and Vision Hydrogen Corporation, a Nevada corporation
with a mailing address of 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302 (“Vision”).


 


W
I T N E S S E T H :


 


WHEREAS,
on the date hereof, Pledgor sold to Vision an aggregate of 194,500 common shares (the “Volt Shares”) of VoltH2
Holdings AG (“Volt Holdings”), pursuant to a stock purchase agreement dated as of November 8, 2021 (the
“Purchase Agreement”) by and among Vision, Volt Holdings, Pledgor, Charlwood Projects Ltd. and First Finance
Europe Limited;


 


WHEREAS,
the Volt Shares were sold for consideration consisting of an aggregate of 1,768,182 shares of common stock of Vision (the “Pledged
Shares”);


 


WHEREAS,
Pledgor has agreed to place the Pledged Shares in escrow to secure its indemnification obligations (the “Indemnity Obligations”)
under the Purchase Agreement pursuant to an escrow agreement (the “Escrow Agreement”) dated as of November
8, 2021 by and among Pledgor, Vision and VStock Transfer LLC as escrow agent (the “Escrow Agent”);


 


WHEREAS,
Pledgor has agreed to grant to Vision under this Agreement a continuing security interest in all of the Pledged Shares to secure Pledgor’s
Indemnity Obligations.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by Pledgor, and as a condition to Vision’s
entry into and consummation of the Purchase Agreement, Pledgor hereby agrees with Vision as follows:


 


ARTICLE
I - DEFINITIONS


 


SECTION
1.1. Certain Terms. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):


 


“Distributions”
means all stock dividends, liquidating dividends, shares of stock resulting from stock splits, reclassifications, warrants, options,
non-cash dividends and other distributions (whether similar or dissimilar to the foregoing) on or with respect to any of the Pledged
Shares or other shares of capital stock constituting Pledged Shares, but shall not mean Dividends.


 


“Dividends”
means cash dividends and cash distributions with respect to any of the Pledged Shares.


 






    	 



    	 



    

 


“Indemnity
Escrow Fund” means the Pledged Shares and all proceeds therefrom, together with all income earned thereon.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, security interest, deposit arrangement, encumbrance (including, without limitation,
any easement, right of way, zoning restriction and the like), lien (statutory or other) or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention
agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing
statement under the UCC (as hereinafter defined) or comparable law of any jurisdiction).


 


“Person”
means any natural person, corporation, firm, association, partnership, joint venture, joint-stock company, trust, unincorporated organization,
government, governmental agency or subdivision, or any other entity, whether acting in an individual, fiduciary or other capacity.


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York or in the District of Columbia, as appropriate.


 


SECTION
1.2. UCC Definitions. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided
in the UCC are used in this Agreement, including its preamble and recitals, with such meanings.


 





ARTICLE
II - PLEDGE


 


SECTION
2.1. Grant of Security Interest. Pledgor hereby pledges, assigns, charges, mortgages, delivers and transfers to Vision, and hereby
grants to Vision, for the benefit of Vision, a continuing security interest in, all of Pledgor’s right, title and interest in and
to the Pledged Shares owned by it and all Dividends, Distributions, interest and other payments and rights with respect to the Pledged
Shares owned by it and all proceeds of any of the foregoing.


 


SECTION
2.2. Security for Performance of the Indemnity Obligations. This Agreement secures the performance by Pledgor of Pledgor’s
Indemnity Obligations.


 


SECTION
2.3. Delivery of Pledged Shares; Registration of Pledge, Transfer, etc. Prior to the release of any of the Pledged Shares to the
Pledgor pursuant to the Escrow Agreement in accordance with its terms, all certificates representing or evidencing any of the Pledged
Shares, shall be held by the Escrow Agent, pursuant to the Escrow Agreement. Upon the occurrence of an event giving rise to a right of
indemnification under the Purchase Agreement (each, an “Indemnification Event”), the Escrow Agent
shall make distributions from the Indemnity Escrow Fund to Vision upon receiving a written distribution request specifying the amount
that is to be distributed to Vision from the Indemnity Escrow Fund, as further set out in the Escrow Agreement.


 






    	2



    	 



    

 


SECTION
2.4. Dividends and Distributions on the Pledged Shares. Any cash dividends shall be distributed directly by Vision to the Pledgor.
In the event that any Distributions are to be paid on the Pledged Shares at a time when no Indemnification Event has occurred, such stock
Distributions shall be deemed and treated as an integral part of the Pledged Shares and Indemnity
Escrow Fund (and included within the definition of Pledged Shares and Indemnity Escrow Fund set forth hereinabove) and shall be held
by the Escrow Agent pursuant to the terms of the Escrow Agreement in the same manner as the shares of stock originally deposited thereunder.


 


SECTION
2.5. No Duty on Vision. The powers conferred on Vision hereunder are solely to protect Vision’s interest in the Pledged
Shares and shall not impose any duty upon Vision to exercise any such powers beyond those imposed by Part 6 of Article 9 of the UCC (including
the duty to act in a commercially reasonable manner). Except for the safe custody of the Pledged Shares, and the accounting for moneys
actually received by Vision hereunder, Vision shall have no duty as to any Pledged Shares or as to the taking of any necessary steps
to preserve rights against prior parties or any other rights pertaining to any Pledged Shares or to maximize the value of the Pledged
Shares.


 


SECTION
2.6. Continuing Security Interest; Transfer of Rights; Termination of Security Interest. This Agreement shall:


 


		(a)	create
                                            a continuing security interest in the Pledged Shares;a



 


		(b)	remain
                                            in full force and effect until termination of the Escrow Agreement in accordance with its
                                            terms;b



 


		(c)	be
                                            binding upon Pledgor, and Pledgor’s successors and assigns; provided that Pledgor
                                            may not assign any of Pledgor’s rights or obligations hereunder without the prior written
                                            consent of Vision, which consent may be withheld by Vision, in Vision’s sole and absolute
                                            discretion; andc



 


		(d)	inure
                                            to the benefit of Vision and Vision’s successors, transferees and assigns.d



 


Without
limiting the foregoing, Vision may assign or otherwise transfer any and/or all of Vision’s rights in this Agreement or the Purchase
Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein.


 


Upon
the release of any of the Pledged Shares to the Pledgor pursuant to the Escrow Agreement in accordance with its terms, the security interest
granted herein as to such released Pledged Shares shall terminate and all rights to such released Pledged Shares shall revert to the
applicable Pledgor. Upon termination of the Escrow Agreement, the security interest granted herein as to any unreleased Pledged Shares
shall terminate and all rights to any unreleased Pledged Shares shall revert to the applicable Pledgor.


 


Upon
any such release or termination, Vision shall, at the applicable Pledgor’s sole cost and expense, deliver to the extent in Vision’s
possession, all certificates and instruments representing or evidencing the applicable Pledged Shares, together with the applicable Pledged
Shares held by Vision hereunder, and execute and deliver to Pledgor, at Pledgor’s sole cost and expense, such documents as Pledgor
shall reasonably request to evidence such termination and release.


 






    	3



    	 



    

 


ARTICLE
III - REPRESENTATIONS AND WARRANTIES


 


SECTION
3.1. Warranties, etc. Pledgor represents and warrants to Vision that as of the date hereof:


 


		(a)	Pledgor
                                            has all requisite power and authority to execute and deliver and perform Pledgor’s
                                            obligations under this Agreement and to pledge the Pledged Shares hereunder.a



 


		(b)	The
                                            execution, delivery and performance of this Agreement by Pledgor, and the pledge of the Pledged
                                            Shares hereunder, do not and will not conflict with, result in any violation of, or constitute
                                            any default under any provision of any contractual obligation of Pledgor or any law or government
                                            regulation or court decree or order and will not result in or require the creation or imposition
                                            of any Lien on any of Pledgor’s properties pursuant to the terms or provisions of any
                                            contractual obligation. This Agreement is the legal, valid and binding obligation of Pledgor
                                            enforceable in accordance with its terms subject to the effect of:b



 


		(i)	any
                                            applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally;
                                            andi



 


		(ii)	general
                                            principles of equity (regardless of whether considered in a proceeding in equity or at law).ii



 


		(c)	Pledgor
                                            is the legal and beneficial owner of, and has good and marketable title to (and has full
                                            right and authority to pledge and assign) all Pledged Shares, free and clear of all Liens
                                            or other charges or encumbrances, except any Lien or security interest granted pursuant hereto
                                            in favor of Vision or acknowledged and approved in writing by Vision.



 


		(d)	The
                                            delivery of the Pledged Shares to Vision, together with stock powers endorsed in blank in
                                            respect of the Pledged Shares, shall be effective to create a valid, perfected, first priority
                                            security interest (or such other priority as Vision may deem acceptable) in such Pledged
                                            Shares and all proceeds thereof, securing the Indemnity Obligations, and no filing or other
                                            action shall be necessary to perfect or protect such security interest.



 






    	4



    	 



    

 


		(e)	No
                                            authorization, approval, or other action by, and no notice to or filing with, any governmental
                                            authority is required either



 


		(x)	for
                                            the pledge by Pledgor of any Pledged Shares pursuant to this Agreement or for the execution,
                                            delivery, or performance of this Agreement by Pledgor, or



 


		(y)	for
                                            the exercise by Vision of the voting or other rights provided for in this Agreement, or (except,
                                            with respect to any of the Pledged Shares, as may be required in connection with a disposition
                                            of such Pledged Shares by laws affecting the offering and sale of securities generally) the
                                            remedies in respect of the Pledged Shares pursuant to this Agreement.



 


ARTICLE
IV - COVENANTS


 


SECTION
4.1. Protect Pledged Shares; Further Assurances, etc. Pledgor shall not sell, assign, transfer, pledge or encumber in any other
manner the Pledged Shares (except in favor of Vision hereunder). Pledgor shall warrant and shall use Pledgor’s commercially reasonable
efforts to defend the right and title herein granted unto Vision in and to the Pledged Shares (and all right, title and interest represented
by the Pledged Shares) against the claims and demands of all Persons whomsoever. Pledgor agrees that at any time, and from time to time,
at the sole cost and expense of Pledgor, Pledgor shall promptly execute and deliver all further instruments (including, without limitation,
UCC-1 Financing Statements), and take all further action that may be necessary or desirable, or that Vision may reasonably request, in
order to perfect and protect any security interest granted or purported to be granted hereby or to enable Vision to exercise and enforce
Vision’s rights and remedies hereunder with respect to any Pledged Shares.


 


SECTION
4.2. Stock Powers, etc. Pledgor agrees that, upon the occurrence of an Indemnification Event, all of the Pledged Shares pledged
to Vision pursuant to this Agreement shall be accompanied by duly executed undated blank stock powers, or other equivalent instruments
of transfer acceptable to Vision. Pledgor shall, from time to time upon the request of Vision, promptly deliver to Vision such stock
powers, instruments and similar documents, satisfactory in form and substance to Vision, in Vision’s sole and absolute discretion,
with respect and to the extent applicable to the Pledged Shares as Vision may reasonably request and shall, from time to time upon the
request of Vision after the occurrence of any Indemnification Event, promptly (i) transfer the Pledged Shares into the name of Vision
or any nominee designated by Vision and (ii) provide to Vision any and all documents, instruments and/or consents necessary to transfer
the Pledged Shares to Vision or any nominee designated by Vision.


 


SECTION
4.3. Continuous Pledge. Pledgor shall, at all times, keep pledged to Vision pursuant hereto all of the Pledged Shares owned by
it and all other shares of stock constituting such Pledged Shares, all Distributions with respect thereto, and all other Pledged Shares
and other securities, instruments, proceeds and rights from time to time received by or distributable to the Pledgor in respect of any
Pledged Shares owned by it.


 






    	5



    	 



    

 


SECTION
4.4. Voting Rights. During the term of this Agreement or until Vision obtains possession
of any Pledged Shares pursuant to Article V hereto, Pledgor shall have the right to vote its Pledged Shares on all corporate questions
as shareholders of Vision. While the Pledged Shares remain in the Escrow Agent’s possession pursuant to this Agreement and the
Escrow Agreement, the Pledgor will retain and be able to exercise all other incidents of ownership of the Pledged Shares that are not
inconsistent with the terms and conditions hereof.


 


ARTICLE
V - REMEDIES


 


SECTION
5.1. Actions upon an Indemnification Event. Upon the occurrence of any Indemnification Event, Vision shall make a written distribution
request to the Escrow Agent in the form prescribed by the Escrow Agreement specifying the amount that is to be distributed to Vision
from the Indemnity Escrow Fund pursuant to the Escrow Agreement. Any amount owed pursuant to an Indemnity Obligation will be payable
out of the Pledged Shares then held by the Escrow Agent at a per share value equal to $4.00 (the “Per Share Price”).
If there is a disagreement as to the disbursement and delivery of the Indemnity Escrow
Fund between Vision and the Pledgor, the disagreement shall be resolved pursuant to the provisions of the Escrow Agreement and, upon
completion of any arbitration proceeding, the arbitrator or other appropriate party shall certify the results of the arbitration to the
Escrow Agent, including the decision, and the Escrow Agent shall be entitled to rely and act accordingly with respect to payments to
Vision hereunder, if any, on the basis of the decision of the arbitrator as so certified.


 


In
addition to Vision’s rights and remedies provided hereunder, whenever an Indemnification Event shall have occurred and be continuing,
Vision shall have all rights and remedies of a secured party upon default under the UCC or other applicable law. Any notification required
by law of any intended disposition by Vision of any of the Pledged Shares shall be deemed commercially reasonable and properly given
if given at least five (5) days before such disposition. Without limitation of the above, Vision may, whenever an Indemnification Event
shall have occurred, without prior notice to Pledgor, which is hereby knowingly, voluntarily, intentionally, unconditionally and irrevocably
waived by Pledgor, take all or any of the following actions:


 


		(a)	transfer
                                            all or any part of the Pledged Shares into the name of Vision or Vision’s nominee,
                                            with or without disclosing that such Pledged Shares are subject to the Lien and security
                                            interest hereunder;



 


		(b)	notify
                                            the parties obligated on any of the Pledged Shares to make payment to Vision of any amount
                                            due or to become due thereunder;



 


		(c)	enforce
                                            collection of any of the Pledged Shares by suit or otherwise, and surrender, release or exchange
                                            all or any part thereof, or compromise or extend or renew for any period (whether or not
                                            longer than the original period) any obligations of any nature of any party with respect
                                            thereto;



 






    	6



    	 



    

 


		(d)	endorse
                                            any checks, drafts, or other writings in Pledgor’s name to allow collection of the
                                            Pledged Shares;



 


		(e)	take
                                            control of any proceeds of the Pledged Shares; and



 


		(f)	execute
                                            (in the name, place and stead of Pledgor) endorsements, assignments, stock powers and other
                                            instruments of conveyance or transfer with respect to all or any of the Pledged Shares.



 


SECTION
5.2. Attorney-in-Fact. Pledgor hereby knowingly, voluntarily, intentionally, unconditionally and irrevocably appoints Vision as
Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Vision, or otherwise,
from time to time in Vision’s sole and absolute discretion, to take any action and to execute any instrument which Vision may deem
necessary or advisable to accomplish the purposes of this Agreement, including, upon the occurrence of an Indemnification Event, all
actions described in Section 5.1 hereof.


 


SECTION
5.3. Application of Proceeds. If Vision takes control of the Pledged Shares upon an Indemnification Event, the amounts due therefor,
including any accrued interest, fees or expenses occurred (including, without limitation, reasonable attorneys’ fees and disbursements,
arising from or incurred in connection with enforcement of this Agreement, the Purchase Agreement or the Escrow Agreement) shall be applied
towards payment of the Indemnity Obligations by returning Pledged Shares to Vision (the “Returned Shares”)
in exchange for consideration equal to the Per Share Price. Any Returned Shares shall be canceled by Vision and returned to treasury.


 


SECTION
5.4. Indemnity and Expenses. Pledgor hereby indemnifies, exonerates and holds Vision and Vision’s, affiliates and subsidiaries
(collectively, “Vision Entities”) and Vision and Vision’s Entities’ officers, directors, employees, attorneys,
agents and representatives (Vision, Vision Entities and each such other person or party are hereinafter each referred to individually
as a “Vision Party”) from and against any and all actions, suits, losses, liabilities, damages, costs and expenses
growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses,
or liabilities resulting from Vision’s gross negligence or willful misconduct. Upon demand, Pledgor shall pay, or shall cause to
be paid, to the applicable Vision Party, the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and disbursements of such Vision Party’s counsel and of any experts, which such Vision Party may incur in connection with:


 


		(a)	the
                                            preparation, negotiation, execution and administration of this Agreement;



 


		(b)	the
                                            custody, preservation, use, or operation of, or the sale of, collection from, or other realization
                                            upon, any of the Pledged Shares;



 


		(c)	the
                                            exercise or enforcement of any of the rights of Vision under this Agreement and any action
                                            taken by Vision under Section 6.3 hereof; or



 


		(d)	the
                                            failure by Pledgor to perform or observe any of the terms, provisions, covenants and conditions
                                            contained in this Agreement.



 




    	7



    	 



    

 


ARTICLE
VI - MISCELLANEOUS


 


SECTION
6.1. Amendments, etc. No amendment or waiver of any term, provision, covenant or condition of this Agreement nor consent to any
departure by Pledgor herefrom shall in any event be effective unless the same shall be consented to in a writing signed by Vision, and
then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.


 


SECTION
6.2. Obligations Not Affected. The obligations of Pledgor under this Agreement shall remain in full force and effect without regard
to, and shall not be impaired or affected by:


 


		(a)	any
                                            amendment or modification or addition or supplement to the Loan Documents, or any instrument
                                            delivered in connection therewith or any assignment or transfer thereof;



 


		(b)	any
                                            exercise, non-exercise or waiver by Vision of any right, remedy, power or privilege under
                                            or in respect of, or any release of any Pledged Shares provided pursuant to, this Agreement;



 


		(c)	any
                                            waiver, consent, extension, indulgence or other action or inaction in respect of this Agreement;
                                            or



 


		(d)	any
                                            bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation
                                            or the like, death or incompetency of Pledgor.



 


SECTION
6.3. Protection of Pledged Shares. Vision may from time to time, at Vision’s sole option, perform any act which Pledgor
agrees hereunder to perform and which Pledgor shall fail to perform after being requested in writing to so perform (it being understood
that no such request need be given after the occurrence of an Indemnification Event) and Vision may from time to time take any other
action which Vision reasonably deems necessary for the maintenance, preservation or protection of any of the Pledged Shares or of Vision’s
security interest therein.


 


SECTION
6.4. Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent
by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses for such communications shall be:


 




    	8



    	 



    

 


If
to Vision:


 


Vision
Hydrogen Corporation


95
Christopher Columbus Drive, 16th Floor


Jersey
City, NJ 07302


Email:
andy.hidalgo@visionh2.com


Attention:
Andrew Hidalgo, CEO


 


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


 


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas, 31st Floor


New
York, NY 10036


Attn:
Marc J. Ross, Esq.


Email:
mross@srf.law


 


If
to the Pledgor:


 


Volt
Energy B.V.


President
Kennedystraat 1


6269
CA MargratenThe Netherlands


Email:
andre.jurres@voltenergy.eu


Attention:
Andre Jurres


 


or
at such other address, email address and/or facsimile number and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine or email account containing the time, date, and recipient facsimile number or email address, as
applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.


 


SECTION
6.5. Governing Law; Jurisdiction. (a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK).


 


(b)
EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY (I) SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT (AND PLEDGOR AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE WITH RESPECT TO CLAIMS BROUGHT BY PLEDGOR AGAINST
VISION), (II) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR
FEDERAL COURT AND (III) WAIVES, TO THE FULLEST EXTENT SUCH PARTY MAY EFFECTIVELY DO SO, THE DEFENSE OF ANY INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING.


 






    	9



    	 



    

 


(c)
Pledgor voluntarily, knowingly, intentionally, unconditionally and irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of the copies thereof by certified mail, return receipt
requested, postage prepaid, to Pledgor at Pledgor’s address set forth above, such service to become effective upon the earlier
of (i) the date three (3) calendar days after such mailing or (ii) any earlier date permitted by applicable law. Nothing contained
in this Section 6.5 shall affect the right of Vision to bring proceedings against Pledgor in the courts of any other
jurisdiction or to serve process in any other manner permitted by applicable law.


 


SECTION
6.6. Waiver of Jury Trial, Etc. VISION AND PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF VISION OR PLEDGOR.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR VISION TO ENTER INTO THE LOAN DOCUMENTS AND THIS AGREEMENT.


 


SECTION
6.7. Counterparts and Facsimile Signature. This Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable
document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


SECTION
6.8. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the parties agree that the court making the determination of
invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace
any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.


 


SECTION
6.9. Construction.


 


(a)
The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no
rule of strict construction shall be applied against any party.


 


(b)
Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise.


 


[signature
page follows]





 




    	10



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


 


	 	VOLT
    ENERGY B.V.
	 	 	                 
	 	By:
    	/s/
    Andre Jurres
	 	Name:
    	Andre
    Jurres
	 	Title:
    	Managing
    Director
	 	 	 
	 	VISION
    HYDROGEN CORPORATION 
	 	 	 
	 	By:
    	/s/
    Andrew Hidalgo
	 	Name:
    	Andrew
    Hidalgo
	 	Title:
    	Chief
    Executive Officer


 




    	11