Exhibit
10.34


 


NONE
OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE
BEEN REGISTERED UNDER THE SHAREED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


PACIFIC
GREEN TECHNOLOGIES INC.


 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


U.S.
ACCREDITED AND NON-U.S. INVESTORS


 


INSTRUCTIONS
TO PURCHASER


 


		1)	This
                                         Subscription Agreement is for use by U.S. Accredited and Non-U.S. Investors.



 


		2)	COMPLETE
                                         the information on page 2 of this Subscription Agreement.



 


		3)	If
                                         a US Person (as defined in Section 1.2 of this Subscription Agreement), COMPLETE
                                         the Accredited Investor Questionnaire attached on page 11 of this Subscription Agreement.



 


		4)	If
                                         not a US Person, COMPLETE the Declaration of Regulation S Eligibility attached on
                                         page 13 of this Subscription Agreement.



 


		5)	All
                                         other information must be filled in where appropriate.



 




     


     


    

 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


TO:
PACIFIC GREEN TECHNOLOGIES INC. (the "Issuer")


 


Subject
and pursuant to the Terms (as defined below), the General Provisions (as defined below) and the other attached schedules and appendices,
all of which are hereby incorporated herein by reference, the Purchaser hereby irrevocably subscribes for, and on the Closing
Date (as defined below) will purchase from the Issuer, the following securities at the following price:


 


	666,667
    Shares
	U.S.$1.50
    per Share for a total purchase price of U.S.$1,000,000.50 
	The
    Purchaser owns, directly or indirectly, the following securities of the Issuer:
	 
	[Check
    if applicable]  The Purchaser is ☐ an affiliate of the Issuer or ☐ a professional advisor
    of the Issuer. 


 


The
Purchaser directs the Issuer to issue, register and deliver the certificates representing the Shares as follows:


 


	REGISTRATION
    INSTRUCTIONS	 	DELIVERY
    INSTRUCTIONS
	TWYNAM
    AGRICULTURAL GRP PTY LIMITED	 	 
	Name
    to appear on certificate	 	Name
    and account reference, if applicable
	c/o  REG
    ABN 12000 573213	 	 
	Account
    reference if applicable	 	Contact
    name
	L8
    17-19 Bridge Street 	 	 
	Address	 	Address
	Sydney,
    NSW 2000 Australia	 	 
	 	 	Telephone
    Number


 


EXECUTED
by the Purchaser on this _______ day of November, 2016. By executing
this Subscription Agreement, the Purchaser certifies that the Purchaser is a resident in the jurisdiction shown as the "Address
of Purchaser". 


 


	WITNESS:	 	EXECUTION
    BY PURCHASER:
	 	 	X
	Signature
    of Witness 	 	Signature
    of individual (if Purchaser is an individual)
	 	 	X
	Name
    of Witness	 	Authorized
    signatory (if Purchaser is not an individual)
	 	 	 
	 	 	TWYNAM
    AGRICULTURAL GRP PTY LIMITED
	Address
    of Witness	 	Name
    of Purchaser (please print)
	 	 	 
	 	 	Colin
    Sussman
	 	 	Name
    of authorized signatory (please print)
	 	 	 
	Accepted
    this ______ day of November, 2016	 	n/a
	 

        PACIFIC
        GREEN TECHNOLOGIES INC.
	 	Address
    of Purchaser (residence)
	By:	 	61
    29325 000
	 	 	Telephone
    Number 
	 	 	 
	Authorized
    Signatory	 	csussman@twynam.com
	 	 	E-mail
    address
	 	 	 
	 	 	 
	 	 	 
	 	 	

        *Social
        Security/Tax I.D. No./Corp Registration No.



 


*Required
from all Purchasers


 


By
signing this acceptance, the Issuer agrees to be bound by the Terms, the General Provisions and the other attached schedules and
appendices, all of which are incorporated herein by reference. If funds are delivered to the Issuer’s lawyers, they are
authorized to release the funds to the Issuer without further authorization from the Purchaser.


 




    	 	- 2 -	 



     


    

 


TERMS


 


	Reference
    date of this Subscription Agreement 	November
    16, 2016 (the "Agreement Date")
	 	 


The
Offering


 


	The
    Issuer	PACIFIC
    GREEN TECHNOLOGIES INC.
	 	 
	Offering	

        This
        offering consists of Shares ("Shares") at U.S. $1.50 per Share.

	 	 
	Purchased
    Shares	The
    "Purchased Shares" are the Shares that the Purchaser agrees to purchase pursuant to this Agreement.  
	 	 
	Offering
    Restrictions	This
    Offering is not subject to any minimum number of Shares being sold.
	 	 
	Issue
    Price	U.S.
    $1.50 per Share.
	 	 
	Selling
    Jurisdictions	The
    Shares may be sold only in jurisdictions where they may be lawfully sold (the "Selling Jurisdictions").
	 	 
	Securities
    Exemptions	The
                                         Offering will be made in accordance with the following exemptions from registration:





 


	 	(a)	the exemption provided
    by Rule 506(b) of Regulation D promulgated under the 1933 Act for offerings to Accredited Investors (as defined in Regulation
    D); or
	 	 	 
	 	(b)	the exemption afforded
    by Regulation S of the 1933 Act for offerings of securities in an offshore transaction to persons who are not U.S. persons;
    or
	 	 	 
	 	(c)	with the approval of
    the Issuer, such other exemptions as may be available pursuant to the securities laws of the Selling Jurisdictions.



 


	Closing
                                         Date
	On
    such date determined by the Issuer in its discretion.



 






    	 	- 3 -	 



     


    

 


	Resale
    restrictions and legends	The
                                         Purchaser acknowledges that the certificates representing the Purchased Shares will bear
                                         the following legends:

         

        For
        U.S. purchasers:

         

        "THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
        "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904
        OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER
        THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS,
        OR (D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR
        ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT
        FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER."

         

        For
        Non-U.S. purchasers:

         

        THE
        SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS
        WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,
        AS AMENDED (THE "1933 ACT").

         

        NONE
        OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
        UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
        DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
        TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
        LAWS.

         

        Purchasers
        are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable
        to them.

	 	 




    	 	- 4 -	 



     


    

 


GENERAL
PROVISIONS


 


		1.	DEFINITIONS



 


1.1          In
the Subscription Agreement (including the first (cover) page, the Terms, these General Provisions and the other schedules, questionnaires
and appendices incorporated by reference), the following words have the following meanings unless otherwise indicated:


 


		(a)	"1933
                                         Act" means the United States Securities Act of 1933, as amended;



 


		(b)	"Closing"
                                         means the completion of the sale and purchase of the Purchased Shares;



 


		(c)	"Closing
                                         Date" means the date on which the Closing occurs, which shall be on such date
                                         determined by the Issuer in its discretion;



 


		(d)	"General
                                         Provisions" means those portions of the Subscription Agreement headed "General
                                         Provisions" and contained on pages 5 to 10 herein;



 


		(e)	"Private
                                         Placement" means the offering of the Shares on the terms and conditions of this
                                         Subscription Agreement;



 


		(f)	"Purchased
                                         Shares" has the meaning assigned in the Terms;



 


		(g)	"Regulatory
                                         Authorities" means the governmental or other authorities with jurisdiction over
                                         the Issuer;



 


		(h)	"Shares"
                                         has the meaning assigned in the Terms;



 


		(i)	"SEC"
                                         means the United States Securities and Exchange Commission;



 


		(j)	“Securities”
                                         mean, collectively and individually, the Purchased Shares, the Warrants, and the common
                                         shares of the Issuer underlying the Warrants.



 


		(k)	"Subscription
                                         Agreement" means this Agreement, including all schedules and appendices incorporated
                                         by reference; and



 


		(l)	"Terms"
                                         means those portions of the Subscription Agreement headed "Terms" and contained
                                         on pages 3 to 4 herein.



 


		(m)	“Warrants”
                                         means the share purchase warrants as described in below section 4.3, and further defined
                                         in Schedules A1 and B hereto.



 


1.2          In
this Subscription Agreement, the following terms have the meanings defined in Regulation S under the 1933 Act: "Offshore",
"U.S. Person" and "United States". Without restricting the generality of such definition, “US
Person” includes:


 


(a)          a
natural person resident in the United States,


 


(b)         a
partnership or corporation organized or incorporated under the laws of the United States,


 


(c)          an
estate of which any executor or administrator is a U.S. Person,


 


(d)         a
trust of which any trustee is a U.S. Person,


 


(e)         a
non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
of a U.S. Person,


 






    	 	- 5 -	 



     


    

 


(f)          a
discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
or (if an individual) resident in the United States, and


 


(g)         a
partnership or corporation if


 


		(i)	organized
                                         or incorporated under the laws of any foreign jurisdiction, and



 


		(ii)	formed
                                         by a U.S. Person principally for the purpose of investing in securities not registered
                                         under the 1933 Act, unless it is organized or incorporated, and owned, by ‘Accredited
                                         Investors’ who are not natural persons, estates or trusts..



 


1.3          In
this Subscription Agreement, unless otherwise specified, currencies are indicated in U.S. dollars.


 


1.4          In
this Subscription Agreement, other words and phrases that are capitalized have the meanings assigned to them in the body hereof.


 


	2.	Acknowledgments, REPRESENTATIONS AND WARRANTIES
OF PURCHASER




 


	2.1	Acknowledgments concerning offering




 


The
Purchaser acknowledges that:


 


		(a)	the
                                         Securities have not been registered under the 1933 Act, or under any state securities
                                         or "blue sky" laws of any state of the United States, and are being offered
                                         only in a transaction not involving any public offering within the meaning of the 1933
                                         Act, and, unless so registered, may not be offered or sold in the United States or to
                                         U.S. Persons (as defined herein), except pursuant to an effective registration statement
                                         under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject
                                         to, the registration requirements of the 1933 Act, and in each case only in accordance
                                         with applicable state securities laws, and that, therefore, the Purchaser may not receive
                                         information that would otherwise be required to be provided to a purchaser in a registered
                                         public offering.



 


		(b)	the
                                         Issuer will refuse to register any transfer or assignment of the Securities not made
                                         in accordance with the provisions of Regulation S, pursuant to an effective registration
                                         statement under the 1933 Act or pursuant to an available exemption from, or in a transaction
                                         not subject to, the registration requirements of the 1933 Act;



 


		(c)	the
                                         Issuer has not undertaken, and will have no obligation, to register any of the Securities
                                         under the 1933 Act or to facilitate sales pursuant to Regulation S or Rule 144 under
                                         the 1933 Act, or pursuant to the laws of any other jurisdiction;



 


		(d)	the
                                         Purchaser’s decision to execute this Subscription Agreement and purchase the Securities
                                         agreed to be purchased hereunder has not been based upon any oral or written representation
                                         as to fact or otherwise made by or on behalf of the Issuer and such decision is based
                                         entirely upon a review of information (the "Issuer Information") contained
                                         in the Issuer’s filings with the SEC. The Purchaser acknowledges that the business
                                         plan, the corporate profile and any projections or predictions contained in any such
                                         documents may not be achieved or be achievable;



 


		(e)	the
                                         Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions
                                         of and receive answers from the Issuer regarding the Offering and the Issuer Information,
                                         and to obtain additional information, to the extent possessed or obtainable without unreasonable
                                         effort or expense, necessary to verify the accuracy of the information contained in the
                                         Issuer Information;



 


		(f)	the
                                         books and records of the Issuer were available upon reasonable notice for inspection,
                                         subject to certain confidentiality restrictions, by the Purchaser during reasonable business
                                         hours at its principal place of business and that all documents, records and books pertaining
                                         to this Offering have been made available for inspection by the Purchaser, the Purchaser's
                                         attorney and/or advisor(s);



 






    	 	- 6 -	 



     


    

 


		(g)	by
                                         execution hereof the Purchaser has waived the need for the Issuer to communicate its
                                         acceptance of the purchase of the Shares pursuant to this Subscription Agreement;



 


		(h)	the
                                         issuance and sale of the Securities to the Purchaser will not be completed if it would
                                         be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the
                                         best interests of the Issuer;



 


		(i)	the
                                         Purchaser has been advised to consult its own legal, tax and other advisors with respect
                                         to the merits and risks of an investment in the Shares and with respect to applicable
                                         resale restrictions and it is solely responsible (and the Issuer is in any way responsible)
                                         for compliance with applicable resale restrictions;



 


		(j)	the
                                         Securities are not listed on any stock exchange or automated dealer quotation system
                                         and no representation has been made to the Purchaser that any of the Shares will become
                                         listed on any stock exchange or automated dealer quotation system;



 


		(k)	neither
                                         the SEC nor any other securities commission or Regulatory Authority has reviewed or passed
                                         on the merits of the Securities, and no Regulatory Authority has made any finding or
                                         determination as to the merit for investment of, nor have any such agencies or governmental
                                         authorities, regulatory bodies, stock exchanges or other entities made any recommendation
                                         or endorsement with respect to, the Shares;



 


		(l)	no
                                         documents in connection with this Offering have been reviewed by the SEC or any other
                                         Regulatory Authority;



 


		(m)	there
                                         is no government or other insurance covering any of the Securities;



 


		(n)	an
                                         investment in the Securities involves significant risks, including but not limited to
                                         those identified in the Issuer’s latest Annual Report on Form 10-K, Quarterly Report
                                         on Form 10-Q and other filings with the SEC; and



 


		(o)	this
                                         Subscription Agreement is not enforceable by the Purchaser unless it has been accepted
                                         by the Issuer, and the Purchaser acknowledges and agrees that the Issuer reserves the
                                         right to reject any Subscription for any reason.



 


	2.2	Representations by the Purchaser




 


The
Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:


 


		(a)	the
                                         Purchaser is resident at the address indicated on page 2 hereof;



 


		(b)	the
                                         Purchaser has received and carefully read this Subscription Agreement and the Issuer
                                         Information;



 


		(c)	the
                                         Purchaser has the legal capacity and competence to enter into and execute this Subscription
                                         Agreement and to take all actions required pursuant hereto and, if the Purchaser is not
                                         an individual, it is duly organized and validly subsisting under the laws of its jurisdiction
                                         of formation and all necessary approvals by its directors, shareholders, members, partners
                                         and others have been obtained to authorize execution and performance of this Subscription
                                         Agreement on behalf of the Purchaser;



 


		(d)	the
                                         Purchaser (i) has adequate net worth and means of providing for its current financial
                                         needs and possible personal contingencies, (ii) has no need for liquidity in this investment,
                                         and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite
                                         period of time, and can afford the complete loss of such investment;



 






    	 	- 7 -	 



     


    

 


		(e)	the
                                         entering into of this Subscription Agreement and the transactions contemplated hereby
                                         do not result in the violation of any of the terms and provisions of any law applicable
                                         to, or, if applicable, the governing documents of, the Purchaser, or of any agreement,
                                         written or oral, to which the Purchaser may be a party or by which the Purchaser is or
                                         may be bound;



 


		(f)	the
                                         Purchaser has duly executed and delivered this Subscription Agreement and it constitutes
                                         a valid and binding agreement of the Purchaser enforceable against the Purchaser;



 


		(g)	the
                                         Purchaser has the requisite knowledge and experience in financial and business matters
                                         as to be capable of evaluating the merits and risks of the investment in the Securities
                                         and the Issuer, and the Purchaser is providing evidence of such knowledge and experience
                                         in these matters through the information requested in the Questionnaire;



 


		(h)	the
                                         Purchaser is purchasing the Securities for its own account for investment purposes only
                                         and not for the account of any other person and not for distribution, assignment or resale
                                         to others, and no other person has a direct or indirect beneficial interest in such Securities,
                                         and the Purchaser has not subdivided his interest in the Securities with any other person;



 


		(i)	the
                                         Purchaser is not an underwriter of, or dealer in, the common shares of the Issuer, nor
                                         is the Purchaser participating, pursuant to a contractual agreement or otherwise, in
                                         the distribution of the Securities;



 


		(j)	the
                                         Purchaser agrees to sell, assign or transfer the Securities only in accordance with the
                                         requirements of applicable securities laws and any legends placed on the Securities as
                                         contemplated by the Subscription Agreement.



 


		(k)	the
                                         Purchaser has made an independent examination and investigation of an investment in the
                                         Securities and the Issuer and has depended on the advice of its legal and financial advisors
                                         and agrees that the Issuer will not be responsible in anyway whatsoever for the Purchaser's
                                         decision to invest in the Securities and the Issuer;



 


		(l)	the
                                         Purchaser is not aware of any advertisement of any of the Securities and is not acquiring
                                         the Securities as a result of any form of general solicitation or general advertising
                                         including advertisements, articles, notices or other communications published in any
                                         newspaper, magazine or similar media or broadcast over radio or television, or any seminar
                                         or meeting whose attendees have been invited by general solicitation or general advertising;



 


		(m)	no
                                         person has made to the Purchaser any written or oral representations:



 


		(i)	that
                                         any person will resell or repurchase any of the Securities;



 


		(ii)	that
                                         any person will refund the purchase price of any of the Securities;



 


		(iii)	as
                                         to the future price or value of any of the Securities; or



 


		(iv)	that
                                         any of the Securities will be listed and posted for trading on any stock exchange or
                                         automated dealer quotation system or that application has been made to list and post
                                         any of the Securities of the Issuer on any stock exchange or automated dealer quotation
                                         system;



 


		(n)	the
                                         Purchaser agrees not to engage in any hedging transactions in the Securities before the
                                         end of one year unless in compliance with the Securities Act; and



 






    	 	- 8 -	 



     


    

 


		(o)	if
                                         the address provided under either "Registration Instructions" or "Delivery
                                         Instructions" on page 2 is outside the United States, then the Purchaser is not:



 


		●	a
                                         natural person resident in the United States; or



 


		●	a
                                         partnership or corporation organized or incorporated under the laws of the United States;
                                         or



 


		●	a
                                         non-discretionary account or similar account (other than an estate or trust) held by
                                         a dealer or other fiduciary for the benefit or account of a U.S. person; or



 


		●	a
                                         discretionary account or similar account (other than an estate or trust) held by a dealer
                                         or other fiduciary organized, incorporated or resident in the United States, unless such
                                         account is held for the benefit or account of a non-U.S. person.



 


	2.3	Reliance, indemnity and notification
of changes




 


		(a)	The
                                         representations and warranties in the Subscription Agreement (including the first (cover)
                                         page, the Terms, the General Provisions and the other schedules and appendices incorporated
                                         by reference) are made by the Purchaser with the intent that they be relied upon by the
                                         Issuer in determining its suitability as a purchaser of Securities. The Purchaser undertakes
                                         to notify the Issuer immediately of any change in any representation, warranty or other
                                         information relating to the Purchaser set forth in the Subscription Agreement (including
                                         the first (cover) page, the Terms, the General Provisions and the other schedules and
                                         appendices incorporated by reference) which takes place prior to the Closing.



 


		(b)	The
                                         Purchaser will indemnify and hold harmless the Issuer and, where applicable, its respective
                                         directors, officers, employees, agents, advisors and shareholders from and against any
                                         and all loss, liability, claim, damage and expense whatsoever (including, but not limited
                                         to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating,
                                         preparing or defending against any claim, lawsuit, administrative proceeding or investigation
                                         whether commenced or threatened) arising out of or based upon any representation or warranty
                                         of the Purchaser contained herein, the Questionnaire or in any other document furnished
                                         by the Purchaser to the Issuer in connection herewith, being untrue in any material respect
                                         or any breach or failure by the Purchaser to comply with any covenant or agreement made
                                         by the Purchaser to the Issuer in connection therewith.



 


	2.4	Survival of representations and warranties




 


The
representations and warranties contained in this Section will survive the Closing.


 


	3.	ISSUER’S ACCEPTANCE




 


The
Subscription Agreement, when executed by the Purchaser, and delivered to the Issuer, will constitute a subscription for Securities
which will not be binding on the Issuer until accepted by the Issuer by executing the Subscription Agreement in the space provided
on the face page(s) of the Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the subscription by the Purchaser,
the Subscription Agreement will be entered into on the date of such execution by the Issuer.


 


	4.	CLOSING




 


4.1          On
or before the end of the business day before the Closing Date, the Purchaser will deliver to the Issuer the Subscription Agreement
and all applicable schedules and required forms, duly executed, and payment in full for the total price of the Securities to be
purchased by the Purchaser.


 


4.2          At
Closing, the Issuer will deliver to the Purchaser the certificates representing the Purchased Shares purchased by the Purchaser
registered in the name of the Purchaser or its nominee, or as directed by the Purchaser.


 


4.3          As
additional consideration to the Purchaser for the purchase of the Purchased Shares pursuant to this Subscription Agreement, the
Issuer agrees to issue to the Purchaser, subject to and at the Closing, the Warrants described in Schedules A and B hereto (collectively,
the "Warrants," and each, a "Warrant") purchase Common Shares of the Issuer.


 






    	 	- 9 -	 



     


    

 


	5.	MISCELLANEOUS




 


5.1          The
Purchaser hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part
of the Subscription Agreement and any other schedules, forms, certificates or documents executed by the Purchaser and delivered
to the Issuer in connection with the Private Placement.


 


5.2          The Purchaser will execute, deliver, file and otherwise assist the Issuer in filing
such reports, undertakings and other documents with respect to the issuance of the Securities as may be required.


 


5.3          The
Issuer may rely on delivery by fax machine of an executed copy of this subscription, and acceptance by the Issuer of such faxed
copy will be equally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with
the terms of the Subscription Agreement.


 


5.4          Without
limitation, this subscription and the transactions contemplated by this Subscription Agreement are conditional upon and subject
to the Issuer’s having obtained such regulatory approval of this subscription and the transactions contemplated by this
Subscription Agreement as the Issuer considers necessary.


 


5.5          This
Subscription Agreement is not assignable or transferable by either party hereto without the express written consent of the other
party to this Subscription Agreement.


 


5.6          Time
is of the essence of this Subscription Agreement.


 


5.7          Except
as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided
for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect
to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or
written, by statute, by common law, by the Issuer, or by anyone else.


 


5.8          The
parties to this Subscription Agreement may amend this Subscription Agreement only in writing.


 


5.9          This
Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors
and permitted assigns.


 


5.10        A
party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription
Agreement concerning this Subscription Agreement by hand or by registered mail addressed to the address given on page 2.


 


5.11        This
Subscription Agreement is to be read with all changes in gender or number as required by the context.


 


5.12        This
Subscription Agreement will be governed by and construed in accordance with the internal laws of Delaware (without reference to
its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction
of the courts of the State of California with respect to any dispute related to this Subscription Agreement.


 


End
of General Provisions


 




    	 	- 10 -	 



     


    

 


DECLARATION
OF REGULATION S ELIGIBILITY


 


Regulation
S of the United States Securities Act of 1933, as amended (“Securities Act”) is available for the use of non-U.S.
Persons only. This Declaration must be answered fully and returned to PACIFIC GREEN TECHNOLOGIES INC. (the “Issuer”)
to ensure the Issuer is in compliance with the Securities Act in connection with the proposed acquisition of securities of the
Issuer (the “Securities”) by the Purchaser (as defined below). All information will be held in the strictest
confidence and used only to determine investor status. No information will be disclosed other than as required by law or regulation,
other demand by proper legal process or in litigation involving the Issuer or its affiliates, controlling persons, officers, directors,
partners, employees, shareholders, attorneys or agents.


 


I,
____________________________________ (the “Purchaser”), HEREBY AFFIRM AND DECLARE THAT:


 


		1.	The
                                         Purchaser is not a “US Person,” as such term is defined in Rule 902(k) of
                                         Regulation S which, without restricting the generality of such definition, includes



 


(a)           a
natural person resident in the United States,


 


(b)          a
partnership or corporation organized or incorporated under the laws of the United States,


 


(c)          an
estate of which any executor or administrator is a U.S. Person,


 


(d)          a
trust of which any trustee is a U.S. Person,


 


(e)          a
non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
of a U.S. Person,


 


(f)           a
discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
or (if an individual) resident in the United States, and


 


(g)          a
partnership or corporation if


 


		(i)	organized
                                         or incorporated under the laws of any foreign jurisdiction, and



 


		(ii)	formed
                                         by a U.S. Person principally for the purpose of investing in securities not registered
                                         under the 1933 Act, unless it is organized or incorporated, and owned, by ‘Accredited
                                         Investors’ who are not natural persons, estates or trusts..



 


		2.	The
                                         Purchaser is not purchasing the Securities for the benefit of a US Person.



 


		3.	The
                                         Purchaser is not purchasing the Securities in the name of a company incorporated in the
                                         United States of America or for the benefit of a company incorporated in the United States
                                         of America.



 


		4.	The
                                         Purchaser is not purchasing the Securities in its capacity as trustee for a U.S.-based
                                         trust.



 


		5.	The
                                         Purchaser is not purchasing the securities in its capacity as an executor or administrator
                                         of the estate of a U.S. resident.



 


		6.	The
                                         Purchaser is not a U.S. resident purchasing the Securities through a brokerage account
                                         located outside of the United States of America, nor is it using a non-U.S. brokerage
                                         account to purchase the Securities for the benefit of individuals or corporate entities
                                         resident within the United States of America.



 


		7.	The
                                         Purchaser is not purchasing the Securities as part of a transaction or series of transactions
                                         that, although in technical compliance with the provisions of Regulation S, is part of
                                         a plan or scheme to evade the registration provisions of the Securities Act and will
                                         not engage in hedging transactions involving the Securities unless such transactions
                                         are in compliance with the Securities Act.



 






    	 	- 11 -	 



     


    

 


		8.	The
                                         Purchaser is purchasing the Securities as an investment and not with a view towards resale.



 


		9.	It
                                         has been called to the Purchaser’s attention that this investment involves a high
                                         degree of risk, and no assurances are or have been made regarding the economic advantages,
                                         if any, which may inure to its benefit. The economic benefit from an investment in the
                                         Securities depends on the ability of the Issuer to successfully conduct its business
                                         activities. The accomplishment of such goals in turn depends on many factors beyond the
                                         control of the Issuer or its management. Accordingly, the suitability for any particular
                                         investor in the Securities will depend upon, among other things, such investor's investment
                                         objectives and such investor's ability to accept speculative risks, including the risk
                                         of a total loss of investment in the Securities. The Purchaser’s advisor(s), if
                                         any, and the Purchaser have carefully reviewed and understand the risk of, and other
                                         considerations relating to, an investment in the securities.



 


		10.	The
                                         Purchaser is able to bear the economic risks of this investment, is able to hold the
                                         Securities for an indefinite period of time, and has sufficient net worth to sustain
                                         a loss of the entire investment in the Issuer in the event such loss should occur.



 


		11.	The
                                         Issuer has answered all inquiries that the Purchaser has made of it concerning the Issuer
                                         or any other matters relating to the business and proposed operation of the Issuer and
                                         the offer and sale of the Securities.



 


		12.	The
                                         Purchaser will offer, sell or otherwise transfer the Securities only (A) pursuant to
                                         a registration statement that has been declared effective under the Securities Act, (B)
                                         pursuant to offers and sales that occur outside the United States within the meaning
                                         of Regulation S in a transaction meeting the requirements of Rule 904 (or other applicable
                                         Rule) under the Securities Act, or (C) pursuant to another available exemption from the
                                         registration requirements of the Securities Act, subject to the Issuer’s right
                                         prior to any offer, sale or transfer pursuant to clauses (B) or (C) to require the delivery
                                         of an opinion of counsel, certificates or other information reasonably satisfactory to
                                         the Issuer for the purpose of determining the availability of an exemption.



 


		13.	To
                                         the Purchaser’s knowledge, without having made any independent investigation, neither
                                         the Issuer nor any person acting for the Issuer, has conducted any “directed selling
                                         efforts” in the United States as the term “directed selling efforts”
                                         is defined in Rule 902 of Regulation S, which, in general, means any activity undertaken
                                         for the purpose of, or that could reasonably be expected to have the effect of, conditioning
                                         the marketing in the United States for any of the securities being offered. Such activity
                                         includes, without limitation, the mailing of printed material to investors residing in
                                         the United States, the holding of promotional seminars in the United States, and the
                                         placement of advertisements with radio or television stations broadcasting in the United
                                         States or in publications with a general circulation in the United States, which discuss
                                         the offering of the securities. To the Purchaser’s knowledge, without having made
                                         any independent investigation, the securities were not offered to it through, and the
                                         Purchaser is not aware of, any form of general solicitation or general advertising, including
                                         without limitation, (i) any advertisement, article, notice or other communication published
                                         in any newspaper, magazine or similar media or broadcast over television or radio, and
                                         (ii) any seminar or meeting whose attendees have been invited by any general solicitation
                                         or general advertising.



 


		14.	The
                                         Purchaser is permitted to purchase the Securities under the laws of its home jurisdiction.



 


		15.	The
                                         Purchaser has been independently advised as to the applicable holding period imposed
                                         in respect of the Securities by securities legislation in the jurisdiction in which it
                                         resides and confirms that no representation has been made respecting the applicable holding
                                         periods for the Securities in such jurisdiction and is aware of the risks and other characteristics
                                         of the Securities and of the fact that holders of such Securities may not be able to
                                         resell such Securities except in accordance with applicable securities legislation and
                                         regulatory policy.



 


		16.	The
                                         Purchaser understands that if it knowingly and willingly makes false statements as to
                                         eligibility to purchase or resell securities under Regulation S, it may become subject
                                         to civil and criminal proceedings being taken by the United States Securities and Exchange
                                         Commission.



 






    	 	- 12 -	 



     


    

 


		17.	The
                                         Purchaser has no present intention of becoming, a resident of the United States (defined
                                         as being any natural person physically present within the United States for at least
                                         183 days in a 12-month consecutive period or any entity who maintained an office in the
                                         United States at any time during a 12-month consecutive period). The Purchaser understands
                                         that the Issuer may rely upon the representations and warranty of this paragraph as a
                                         basis for an exemption from registration of the securities under the Securities Act,
                                         and the provisions of relevant state securities laws.



 


DATED:
__________________, 2014


 





	Witnessed by:	)	 
	 	)	 
	 	)	 
	 	)	Signature
	 	)	
	 	)	 
	Address	)	 
	 	)	(Please print name)
	 	)	 




 


End
of Subscription Agreement


 




    	 	- 13 -	 



     


    

 


SCHEDULE
A 


 


TO
SHARE SUBSCRIPTION AGREEMENT


 


WARRANT
CERTIFICATE (12 MONTHS)


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


WARRANTS
TO PURCHASE COMMON SHARES OF


PACIFIC
GREEN TECHNOLOGIES INC.


(a
Delaware corporation)


 


	WARRANT
                                         CERTIFICATE

        NO.

         

        ISSUE
        DATE:
	Certificate
    for 666,667 warrants, each entitling the Holder, subject to adjustment, to acquire one Common Share in the capital of PACIFIC
    GREEN TECHNOLOGIES INC.


 


THIS
IS TO CERTIFY THAT for value received the holder, TWYNAM AGRICULTURAL GRP PTY LIMITED, (the "Holder")
of Level 8, 17-19 Bridge St, Sydney, New South Wales, 2000 Australia, is entitled to acquire in the manner herein provided
one fully paid and non-assessable Common Share of PACIFIC GREEN TECHNOLOGIES INC. (the "Company") for
each of the warrants (the "Warrants") represented by this certificate or by a replacement certificate (in either
case, this "Warrant Certificate"). Unless otherwise stated, all references to sums of money in this Warrant Certificate
are expressed in United States Dollars (US$).


 


The
Warrants are exercisable at any time prior to 5:00 p.m. (Pacific Time) on the day immediately preceding the one (1) year anniversary
of the Issuer Date (the "Expiry Time").


 


The
subscription price for each Common Share to be acquired upon exercise of each Warrant shall be $1.50 (the "Exercise Price"),
subject to the provisions and upon the terms and conditions referred to in this Warrant Certificate.


 


	1.	Interpretation




 


		1.1	Where
                                         used in this Warrant Certificate, the following words and phrases have the following
                                         meanings:



 


		(a)	"Common
                                         Shares" means common shares in the capital of the Company.



 






    	 	- 14 -	 



     


    

 


		(b)	"Common
                                         Share Reorganization" means (i) a subdivision, redivision or change in the number
                                         of Common Shares at any time outstanding into a greater number of Common Shares, (ii)
                                         a reduction, combination or consolidation in the Common Shares at any time outstanding
                                         into a lesser number of Common Shares or (iii) any issuance of Common Shares or securities
                                         exchangeable for or convertible into Common Shares to all or substantially all of the
                                         holders of the Common Shares as a stock dividend or other distribution (other than as
                                         a distribution of Common Shares upon exercise of the Warrants, warrants or options previously
                                         issued by the Company or pursuant to the exercise of directors, officers or employee
                                         stock options granted under the Company's present or future stock option plans).



 


		(c)	"Company
                                         Reorganization" means any reclassification of the Common Shares at any time
                                         outstanding or change of the Common Shares into other shares or other securities (other
                                         than a Common Share Reorganization), including, without limitation, in connection with:



 


		(i)	a
                                         consolidation, amalgamation, arrangement or merger of the Company with or into any other
                                         company; or



 


		(ii)	any
                                         transfer of the undertaking or assets of the Company as an entirety or substantially
                                         as an entirety to another person or any exchange of Common Shares into securities of
                                         another company.



 


		(d)	"Securities
                                         Laws" means the federal and state securities laws of the United States of America,
                                         and the rules and regulations promulgated thereunder, and the orders and policy statements
                                         of the United States Securities Commission, or such other securities regulatory authorities
                                         having jurisdiction over the Company, as applicable to the Company from time to time.



 


		(e)	"Principal
                                         Trading Market" means the electronic stock quotation system operated by OTC
                                         Markets Group, or such other market on which the Common Shares are principally traded
                                         at the relevant time.



 


		1.2.	In
                                         the event that (a) the Expiry Time occurs on a day that is a Saturday, Sunday or civic
                                         or statutory holiday in San Jose, California or (b) any day on or before which any action
                                         is required to be taken hereunder is a Saturday, Sunday or civic or statutory holiday
                                         in San Jose, California, then the Expiry Time shall occur on or the action shall be required
                                         to be taken on or before the next succeeding day that is not a Saturday, Sunday or civic
                                         or statutory holiday in San Jose, California.



 


	2.	Exercise of Warrants




 


		2.1	The
                                         Warrants represented by this Warrant Certificate may be exercised by the Holder at any
                                         time prior to the Expiry Time, in whole or in part, by delivering to the registered office
                                         of the Company, at 5205 Prospect Road, San Jose, California, USA 95129, during its normal
                                         business hours:



 


		(a)	a
                                         duly completed and executed Notice of Exercise in the form attached to this Warrant Certificate;



 


		(b)	a
                                         wire transfer, certified cheque or bank draft payable in United States Dollars to or
                                         to the order of the Company in payment of the Exercise Price for the number of Warrants
                                         being exercised; and



 


		(c)	this
                                         Warrant Certificate.



 


		2.2	Subject
                                         to the terms of this Warrant Certificate, upon exercise of Warrants, the person or persons
                                         in whose name or names the Common Shares issuable upon exercise of the Warrants are to
                                         be issued shall be deemed immediately for all purposes to be the holder or holders of
                                         record of such Common Shares and the Company will cause a certificate or certificates
                                         representing the Common Shares and, if applicable, any unexercised Warrants, to be delivered
                                         or mailed to the person or persons at the address or addresses specified in the applicable
                                         Notice of Exercise within seven days of receipt of the documents referred to in Section
                                         2.1 above.



 


		2.3	No
                                         fractional shares shall be issued and if the exercise of the Warrants represented hereby
                                         would result in the Holder being entitled to receive a fraction of a share, the Company
                                         shall instead issue upon the exercise the next lower whole number of Common Shares; provided,
                                         that such entitlement of the Holder to a fractional share may subsequently be exercised
                                         in combination with other rights which, in the aggregate, entitle the Holder to purchase
                                         a whole number of Common Shares. The Holder may from time to time subscribe for and purchase
                                         any lesser number of Common Shares than the number of Common Shares expressed in this
                                         Warrant Certificate. In the event that the Holder subscribes for and purchases any such
                                         lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled
                                         to receive a replacement certificate representing the unexercised balance of the Warrants.



 






    	 	- 15 -	 



     


    

 


		2.4	The
                                         Company covenants and agrees that:



 


		(a)	all
                                         Common Shares issued upon the exercise of the rights represented by this Warrant Certificate
                                         will, upon payment of the Exercise Price therefor, be duly authorized and validly issued
                                         as fully paid and non-assessable Common Shares, free and clear of all liens, charges
                                         and encumbrances;



 


		(b)	from
                                         and after the date of this Warrant Certificate and otherwise during the period within
                                         which the rights represented by this Warrant Certificate may be exercised, the Company
                                         will at all times (to the extent necessary under applicable corporate law) have authorized
                                         and reserved for issuance a sufficient number of Common Shares to provide for the exercise
                                         of the Warrants represented by this Warrant Certificate; and



 


		(c)	until
                                         the earlier of the Expiry Time or such time as the Warrants cease to be outstanding,
                                         it will use its commercially reasonable efforts to maintain (i) the listing of the Common
                                         Shares on the Principal Trading Market, if applicable, and (ii) its status as a "reporting
                                         company" (or the equivalent thereof) not in default under the Securities Laws and
                                         file with and pay to the securities regulatory authorities in each of the jurisdiction
                                         wherein it is a "reporting company" or as may otherwise be required in a timely
                                         manner all reports and other documents required to be filed and all fees required to
                                         be paid by the Company under the Securities Laws.



 


		2.5	If
                                         the Warrants represented by this Warrant Certificate have not been exercised prior to
                                         the Expiry Time, all rights under the Warrants represented hereby shall wholly cease
                                         and terminate and the Warrants shall be void and of no effect.



 


		2.6	The
                                         certificate or certificates representing the Common Shares to be issued upon such exercise
                                         will, as required by the Securities Laws, bear legends substantially as follows:



 


"THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S
UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER,
IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER
THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO
THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER."


 


or


 


THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 






    	 	- 16 -	 



     


    

 


	3.	Issue in Substitution for Lost Warrants




 


		3.1	In
                                         case this Warrant Certificate shall become mutilated or be lost, destroyed or stolen,
                                         the Company, subject to applicable law and to Section 3.2, shall issue and deliver a
                                         new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed
                                         or stolen upon surrender of and in place of and upon cancellation of the mutilated Warrant
                                         Certificate or in lieu of and in substitution for the lost, destroyed or stolen Warrant
                                         Certificate.



 


		3.2	The
                                         applicant for the issue of a new Warrant Certificate pursuant to this Section 3 shall
                                         bear the cost of the issue thereof and in case of loss, destruction or theft shall, as
                                         a condition precedent to the issue thereof, furnish to the Company such evidence of ownership
                                         and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or
                                         stolen as shall be satisfactory to the Company in its discretion acting reasonably and
                                         the applicant may also be required to furnish an indemnity in form satisfactory to the
                                         Company in its discretion acting reasonably, and shall pay the reasonable charges of
                                         the Company in connection therewith.



 


	4.	Adjustment of Subscription Rights




 


		4.1	If
                                         and whenever at any time after the date hereof and prior to the Expiry Time there shall
                                         be a Company Reorganization, the Holder shall thereafter upon the exercise of the Warrants
                                         be entitled to receive, and shall accept, in lieu of the number of Common Shares to which
                                         the Holder was entitled to upon such exercise, the kind and amount of shares, other securities
                                         or property which the Holder would have been entitled to receive as a result of such
                                         Company Reorganization if the Holder had been the registered holder of the number of
                                         Common Shares on the record date or effective date thereof, as the case may be, to which
                                         the Holder was entitled to upon exercise of the Warrants. If necessary, appropriate adjustments
                                         shall be made in the application of the provisions set out herein with respect to the
                                         rights and interests of the Holder after the consummation of the Company Reorganization
                                         to the end that the provisions set out herein shall thereafter correspondingly be made
                                         applicable as nearly as may reasonably be possible in relation to any shares or other
                                         securities or property thereafter deliverable upon the exercise of the Warrants represented
                                         hereby.



 


		4.2	If
                                         and whenever at any time after the date hereof and prior to the Expiry Time:



 


		(a)	a
                                         Common Share Reorganization takes place and the Holder holds Warrants that have not been
                                         exercised on or prior to the effective date or record date of such Common Share Reorganization,
                                         as the case may be, upon the exercise of such right thereafter then the Holder shall
                                         be entitled to receive and shall accept in lieu of the number of Common Shares which
                                         would otherwise then have been subscribed for by the Holder, at the Exercise Price as
                                         adjusted in accordance with Section 4.2(b), the aggregate number of Common Shares or
                                         other securities convertible into or exchangeable for Common Shares, or both, that the
                                         Holder would have been entitled to receive as a result of such Common Share Reorganization,
                                         on such record date or effective date, as the case may be, had the Holder been the registered
                                         holder of the number of Common Shares so subscribed for; and



 


		(b)	the
                                         Exercise Price in effect on the effective date (subject to the last sentence of this
                                         Section 4.2(b)) of such Common Share Reorganization shall be adjusted by multiplying
                                         the Exercise Price then in effect by a fraction, the numerator of which shall be the
                                         number of Common Shares outstanding immediately prior to such event and the denominator
                                         of which shall be the number of Common Shares outstanding immediately following such
                                         event. For the purposes of the adjustment contemplated hereby, the expression "number
                                         of Common Shares outstanding" at any time shall include all Common Shares issuable
                                         upon exercise of all outstanding rights to acquire Common Shares, the exercise of which
                                         is not subject to any condition or limitation which has not been satisfied at that time.
                                         Any such issue of Common Shares by way of a stock dividend will be deemed to have been
                                         made on the record date for the stock dividend for the purpose of calculating the number
                                         of outstanding Common Shares under this Section 4.2(b).



 






    	 	- 17 -	 



     


    

 


		4.3	If
                                         and whenever at any time after the date hereof and prior to the Expiry Time the Company
                                         shall fix a record date for the issuance or distribution to all or substantially all
                                         of the holders of Common Shares of: (i) securities of the Company, including without
                                         limitation shares, rights, options or warrants to acquire shares of any class or securities
                                         exchangeable for or convertible into or exchangeable into any such shares; (ii) evidences
                                         of indebtedness (including indebtedness of the Company); or (ii) property or other assets
                                         of the Company, and if such issuance or distribution does not constitute a Common Share
                                         Reorganization or a Rights Offering (any of such non-excluded events being herein called
                                         a "Special Distribution"), then the Exercise Price shall be adjusted
                                         effective immediately after the record date for the Special Distribution by multiplying
                                         the Exercise Price in effect on such record date by a fraction:



 


		(a)	the
                                         numerator of which shall be:



 


		(i)	the
                                         product of the number of Common Shares outstanding on such record date and the Current
                                         Market Price of a Common Share on such record date, less



 


		(ii)	the
                                         aggregate fair market value, as determined by the board of directors of the Company,
                                         of the securities, evidences of indebtedness or property or other assets issued or distributed
                                         in the Special Distribution, and



 


		(b)	the
                                         denominator of which shall be the product of the number of Common Shares outstanding
                                         on such record date and the Current Market Price of a Common Share on such record date.



 


		4.4	If
                                         and whenever at any time after the date hereof and prior to the Expiry Time the Company
                                         shall issue to all or substantially all of the holders of Common Shares rights, options
                                         or warrants under which such holders are entitled, during a period expiring not more
                                         than 45 days after the record date for such issue (the "Rights Period"),
                                         to subscribe for or purchase Common Shares, or securities exchangeable for or convertible
                                         into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion
                                         price per share at the date of issue of such securities to the holder in the case of
                                         securities exchangeable for or convertible into Common Shares) of less than 85% of the
                                         Current Market Price of a Common Share on such record date (any of such events being
                                         called a "Rights Offering"), and if the Company does not provide the
                                         opportunity to participate in the Rights Offering on the same terms and conditions applicable
                                         to holders of Common Shares in respect of the Common Shares to be issued to the Holder
                                         on the exercise of the Warrants, then the Exercise Price shall be adjusted effective
                                         immediately as of the record date for the Rights Offering by multiplying the Exercise
                                         Price in effect immediately prior to such record date by a fraction:



 


(a)          the
numerator of which shall be the aggregate of:


 


		(i)	the
                                         number of Common Shares outstanding as of the record date for the Rights Offering, and



 


		(ii)	a
                                         number determined by dividing



 


		A.	the
                                         amount equal to the aggregate consideration payable on the exercise of all of the rights,
                                         warrants and options under the Rights Offering plus the aggregate consideration, if any,
                                         payable on the exchange or conversion of the securities exchangeable for or convertible
                                         into Common Shares issued upon exercise of such rights, warrants or options (assuming
                                         the exercise of all rights, warrants and options under the Rights Offering and assuming
                                         the exchange or conversion of all securities exchangeable for or convertible into Common
                                         Shares issued upon exercise of such rights, warrants and options);



 


by


 


		B.	the
                                         Current Market Price of a Common Share as of the record date for the Rights Offering,
                                         and



 






    	 	- 18 -	 



     


    

 


		(b)	the
                                         denominator of which shall be the number of Common Shares which would be outstanding
                                         after giving effect to the Rights Offering (assuming the exercise of all of the rights,
                                         warrants or options under the Rights Offering and assuming the exchange or conversion
                                         into Common Shares of all securities exchangeable for or convertible into Common Shares
                                         issued upon exercise of such rights, warrants or options, if any).



 


If
by the terms of the rights, options or warrants referred to in this Section 4.4 there is more than one purchase, conversion or
exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription
or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, shall be calculated for purposes
of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. To the
extent that any adjustment in Exercise Price occurs pursuant to this Section 4.4 as a result of the fixing by the Company of a
record date for a Rights Offering, the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange,
conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually
issued and remaining issuable after such expiration, and shall be further readjusted in such manner upon expiration of any further
such right.


 


		4.5	Notwithstanding
                                         anything to the contrary set forth in this Warrant Certificate, if, in the opinion of
                                         the board of directors of the Company, acting reasonably, at any time prior to the Expiry
                                         Time the Company takes any other action affecting its capital:



 


		(a)	to
                                         which the foregoing provisions of Sections 4.1, 4.2, 4.3 or 4.4 are not strictly applicable
                                         or, if strictly applicable, would not fairly adjust the rights of the Holder against
                                         dilution in accordance with the intent and purposes thereof; or



 


		(b)	which
                                         would otherwise materially affect the rights of the Holder hereunder,



 


then
the board of directors of the Company shall, subject to any requisite regulatory approval, adjust such rights as aforesaid in
such a manner as the board of directors of the Company, acting reasonably, determines is equitable in the circumstances.


 


		4.6	The
                                         adjustments provided for herein:



 


		(a)	are
                                         cumulative and shall apply to successive events resulting in any adjustment under Sections
                                         4.1, 4.2, 4.3, 4.4 or 4.5;



 


		(b)	are
                                         intended to preserve the economic value of the Warrants, not to enhance or diminish their
                                         value;



 


		(c)	shall,
                                         in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth
                                         of one cent but shall not be required unless such adjustment would result in a change
                                         of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments
                                         which, except for the provisions of this Section 4.6(c) would otherwise have been required
                                         to be made, shall be carried forward and taken into account in any subsequent adjustment;
                                         and



 






    	 	- 19 -	 



     


    

 


		(d)	shall,
                                         in respect of the Common Shares to be issued to the Holder on the exercise of the Warrants,
                                         not be required unless it would result in a change of at least one one-hundredth of a
                                         Common Share; provided, however, that any adjustments which, except for the provisions
                                         of this Section 4.6(d) would otherwise have been required to be made, shall be carried
                                         forward and taken into account in any subsequent adjustment.



 


		4.7	In
                                         any case of an event for which an adjustment shall be effective immediately after a record
                                         date for an event referred to herein, the Company may defer, until the completion of
                                         such an event, issuing to the Holder of any Warrant exercised after such record date
                                         and before the completion of such event the additional Common Shares issuable upon such
                                         exercise by reason of the adjustment required by such event, provided, however, that
                                         the Company shall deliver or cause to be delivered to the Holder an appropriate instrument
                                         evidencing such Holder's right, upon the completion of the event requiring the adjustment,
                                         to receive the additional Common Shares and the right to receive any dividends or other
                                         distributions which, but for the provisions of this Section 4.7, such person or persons
                                         would have been entitled to receive in respect of such additional Common Shares from
                                         and after the date that the Warrant was exercised in respect thereof.



 


		4.8	At
                                         least 10 days prior to the effective date or record date, as the case may be, of any
                                         event which requires or may require adjustment in any of the subscription rights pursuant
                                         to this Warrant Certificate, including the Exercise Price or the number of Common Shares
                                         which are purchasable upon the exercise thereof, or such longer period of notice as the
                                         Company is otherwise by law required to provide holders of Common Shares in respect of
                                         any such event, the Company shall notify the Holder of the particulars of such event
                                         and, if determinable, the required adjustment and the computation of such adjustment.
                                         In the event that the adjustment for which such notice has been given is not then determinable,
                                         the Company shall promptly after such adjustment is determinable notify the Holder of
                                         the adjustment and the computation of such adjustment. On the happening of each and every
                                         such event, the applicable provisions of this Warrant Certificate, including the Exercise
                                         Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take
                                         all necessary action so as to comply with such provisions as so amended.



 


		4.9	If
                                         the Company shall set a record date to determine the holders of the shares for the purpose
                                         of entitling them to receive any dividend or distribution or any subscription or purchase
                                         rights and shall, thereafter and before the distribution to such shareholders of any
                                         such dividend, distribution or subscription or purchase rights, legally abandon its plan
                                         to pay or deliver such dividend, distribution or subscription or purchase rights, then
                                         no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise
                                         of any Warrant shall be required by reason of the setting of such record date.



 


		4.10	In
                                         the absence of a resolution of the board of directors of the Company fixing a record
                                         date for any dividend or distribution or any Rights Offering or Special Distribution,
                                         the Company shall be deemed to have fixed as the record date therefor the date on which
                                         such dividend or distribution is effected.



 


		4.11	Any
                                         Common Shares owned by or held for the account of the Company or any subsidiary of the
                                         Company shall be deemed not to be outstanding for the purpose of any computation under
                                         Sections 4.1, 4.2, 4.3 or 4.4.



 


		4.12	Any
                                         question arising with respect to the adjustments provided herein shall be conclusively
                                         determined by the auditors of the Company (or if they are unable or unwilling to act,
                                         by such other firm of independent chartered accountants as may be selected by the board
                                         of directors of the Company), who shall have access to all necessary records of the Company,
                                         and the determination by the auditors or of such accountants, as applicable, shall be
                                         binding upon the Company and the Holder. Notwithstanding the foregoing, if the Common
                                         Shares are listed on any stock exchange, such determination shall be subject to the prior
                                         written approval of such stock exchange.



 


	5.	Miscellaneous




 


		5.1	The
                                         holding of the Warrants evidenced by this Warrant Certificate shall not constitute the
                                         Holder thereof a holder of Common Shares of the Company or entitle the Holder to any
                                         rights as a holder of Common Shares, including without limitation, voting rights.



 






    	 	- 20 -	 



     


    

 


		5.2	The
                                         Holder may, upon surrender of this Warrant Certificate at the registered office of the
                                         Company located at 5205 Prospect Road, San Jose, California, USA 95129, exchange this
                                         Warrant Certificate for other Warrant Certificates evidencing Warrants entitling the
                                         holder to receive in the aggregate the same number of Common Shares as may be acquired
                                         pursuant to the Warrants evidenced by this Warrant Certificate.



 


		5.3	Any
                                         notice or other communication (a "Communication") to be made or given
                                         in connection with this Warrant Certificate shall be made or given in writing and may
                                         be made or given by personal delivery, by registered mail addressed to the recipient
                                         at its address provided on the first page of this Warrant Certificate or such other address
                                         or individual as may be designated by it by notice given in accordance with this Section
                                         5.3. Any Communication made or given by personal delivery shall be conclusively deemed
                                         to have been given on the day of actual delivery thereof and, if made or given by registered
                                         mail, on the fourth day, other than a Saturday, Sunday or civic or statutory holiday
                                         in San Jose, California, following the deposit thereof in the mail. If the party giving
                                         any Communication knows or ought reasonably to know of any difficulties with the postal
                                         system which might affect the delivery of the mail, any such Communication shall not
                                         be mailed but shall be made or given by personal delivery.



 


		5.4	Time
                                         is of the essence hereof.



 


		5.5	This
                                         Warrant Certificate shall be exclusively governed will be governed by and construed in
                                         accordance with the internal laws of Delaware (without reference to its rules governing
                                         the choice or conflict of laws), and the parties hereto irrevocably attorn and submit
                                         to the exclusive jurisdiction of the courts of the State of California with respect to
                                         any dispute related to this Subscription Agreement.



 


		5.6	If
                                         a court or other tribunal of competent jurisdiction determines that any one or more of
                                         the provisions contained in this Warrant Certificate is invalid, illegal or unenforceable
                                         in any respect in any jurisdiction, the validity, legality and enforceability of such
                                         provision or provisions shall not in any way be affected or impaired thereby in any other
                                         jurisdiction and the validity, legality and enforceability of the remaining provisions
                                         contained in this Warrant Certificate shall not in any way be affected or impaired thereby,
                                         unless in either case as a result of such determination this Warrant Certificate would
                                         fail in its essential purpose.



 


		5.7	This
                                         Warrant Certificate enures to the benefit of the Holder and its successors and permitted
                                         assigns and is binding upon the Company and its successors.



 


PACIFIC
GREEN TECHNOLOGIES INC., intending to be contractually bound, has caused this Warrant Certificate to be signed by its duly authorized
officer as of ___________________, 2016.


 


PACIFIC
GREEN TECHNOLOGIES INC.


 


By:





 






Neil
Carmichael


Its:
President and Director


 




    	 	- 21 -	 



     


    

 


NOTICE
OF EXERCISE


 


		TO:	PACIFIC
                                         GREEN TECHNOLOGIES INC. (the "Company")



 


Capitalized
terms not defined herein have the meaning set out in Warrant Certificate No_____________ of the Company dated ___________________
(the "Warrant Certificate").


 


The
undersigned holder of the Warrants represented by the enclosed Warrant Certificate hereby exercises the right provided for in
the Warrants to purchase ________________ Common Shares in the capital of the Company issuable on the exercise of the Warrants
and encloses the amount of $____________ per Common Share (or the adjusted Exercise Price at which the undersigned is entitled
to purchase such shares as provided in this Warrant Certificate) by way of certified cheque or recognized bank draft made payable
to or to the order of the Company.


 


The
undersigned hereby irrevocably directs that such Common Shares be issued and delivered as follows:


 


	

        Name(s)
        in Full
	 	Address(es)*
	 	Number(s)
                                         of

        Common
        Shares

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Please
print in full the name in which certificates are to be issued.


 


DATED
this day of , 20__.


 





	 	 	 
	Witness	 	Signature of Holder
	 	 	 
	 	 	 
	 	 	Name of Holder
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Address of Holder




 


	☐	Please
    check box if these certificates are to be delivered to the office where this Warrant Certificate is surrendered, failing which
    the certificates will be mailed to the address shown on the register.




 




    	 	- 22 -	 



     


    

 


SCHEDULE
B 


 


TO
SHARE SUBSCRIPTION AGREEMENT


 


WARRANT
CERTIFICATE (24 MONTHS)


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


WARRANTS
TO PURCHASE COMMON SHARES OF


PACIFIC
GREEN TECHNOLOGIES INC.


(a
Delaware corporation)


 


	WARRANT
                                         CERTIFICATE

        NO.

         

        ISSUE
        DATE:
	Certificate
    for 666,667 warrants, each entitling the Holder, subject to adjustment, to acquire one Common Share in the capital of PACIFIC
    GREEN TECHNOLOGIES INC.


 


THIS
IS TO CERTIFY THAT for value received the holder, TWYNAM AGRICULTURAL GRP PTY LIMITED, (the "Holder")
of Level 8, 17-19 Bridge St, Sydney, New South Wales, 2000 Australia, is entitled to acquire in the manner herein provided
one fully paid and non-assessable Common Share of PACIFIC GREEN TECHNOLOGIES INC. (the "Company") for
each of the warrants (the "Warrants") represented by this certificate or by a replacement certificate (in either
case, this "Warrant Certificate"). Unless otherwise stated, all references to sums of money in this Warrant Certificate
are expressed in United States Dollars (US$).


 


The
Warrants are exercisable at any time prior to 5:00 p.m. (Pacific Time) on the day immediately preceding the two (2) year anniversary
of the Issuer Date (the "Expiry Time").


 


The
subscription price for each Common Share to be acquired upon exercise of each Warrant shall be $1.50 (the "Exercise Price"),
subject to the provisions and upon the terms and conditions referred to in this Warrant Certificate.


 


	1.	Interpretation




 


		1.1	Where
                                         used in this Warrant Certificate, the following words and phrases have the following
                                         meanings:



 


		(a)	"Common
                                         Shares" means common shares in the capital of the Company.



 


		(b)	"Common
                                         Share Reorganization" means (i) a subdivision, redivision or change in the number
                                         of Common Shares at any time outstanding into a greater number of Common Shares, (ii)
                                         a reduction, combination or consolidation in the Common Shares at any time outstanding
                                         into a lesser number of Common Shares or (iii) any issuance of Common Shares or securities
                                         exchangeable for or convertible into Common Shares to all or substantially all of the
                                         holders of the Common Shares as a stock dividend or other distribution (other than as
                                         a distribution of Common Shares upon exercise of the Warrants, warrants or options previously
                                         issued by the Company or pursuant to the exercise of directors, officers or employee
                                         stock options granted under the Company's present or future stock option plans).



 






    	 	- 23 -	 



     


    

 


		(c)	"Company
                                         Reorganization" means any reclassification of the Common Shares at any time
                                         outstanding or change of the Common Shares into other shares or other securities (other
                                         than a Common Share Reorganization), including, without limitation, in connection with:



 


		(iii)	a
                                         consolidation, amalgamation, arrangement or merger of the Company with or into any other
                                         company; or



 


		(iv)	any
                                         transfer of the undertaking or assets of the Company as an entirety or substantially
                                         as an entirety to another person or any exchange of Common Shares into securities of
                                         another company.



 


		(d)	"Securities
                                         Laws" means the federal and state securities laws of the United States of America,
                                         and the rules and regulations promulgated thereunder, and the orders and policy statements
                                         of the United States Securities Commission, or such other securities regulatory authorities
                                         having jurisdiction over the Company, as applicable to the Company from time to time.



 


		(e)	"Principal
                                         Trading Market" means the electronic stock quotation system operated by OTC
                                         Markets Group, or such other market on which the Common Shares are principally traded
                                         at the relevant time.



 


		1.2.	In
                                         the event that (a) the Expiry Time occurs on a day that is a Saturday, Sunday or civic
                                         or statutory holiday in San Jose, California or (b) any day on or before which any action
                                         is required to be taken hereunder is a Saturday, Sunday or civic or statutory holiday
                                         in San Jose, California, then the Expiry Time shall occur on or the action shall be required
                                         to be taken on or before the next succeeding day that is not a Saturday, Sunday or civic
                                         or statutory holiday in San Jose, California.



 


	2.	Exercise of Warrants




 


		2.1	The
                                         Warrants represented by this Warrant Certificate may be exercised by the Holder at any
                                         time prior to the Expiry Time, in whole or in part, by delivering to the registered office
                                         of the Company, at 5205 Prospect Road, San Jose, California, USA 95129, during its normal
                                         business hours:



 


		(d)	a
                                         duly completed and executed Notice of Exercise in the form attached to this Warrant Certificate;



 


		(e)	a
                                         wire transfer, certified cheque or bank draft payable in United States Dollars to or
                                         to the order of the Company in payment of the Exercise Price for the number of Warrants
                                         being exercised; and



 


		(f)	this
                                         Warrant Certificate.



 


		2.2	Subject
                                         to the terms of this Warrant Certificate, upon exercise of Warrants, the person or persons
                                         in whose name or names the Common Shares issuable upon exercise of the Warrants are to
                                         be issued shall be deemed immediately for all purposes to be the holder or holders of
                                         record of such Common Shares and the Company will cause a certificate or certificates
                                         representing the Common Shares and, if applicable, any unexercised Warrants, to be delivered
                                         or mailed to the person or persons at the address or addresses specified in the applicable
                                         Notice of Exercise within seven days of receipt of the documents referred to in Section
                                         2.1 above.



 


		2.3	No
                                         fractional shares shall be issued and if the exercise of the Warrants represented hereby
                                         would result in the Holder being entitled to receive a fraction of a share, the Company
                                         shall instead issue upon the exercise the next lower whole number of Common Shares; provided,
                                         that such entitlement of the Holder to a fractional share may subsequently be exercised
                                         in combination with other rights which, in the aggregate, entitle the Holder to purchase
                                         a whole number of Common Shares. The Holder may from time to time subscribe for and purchase
                                         any lesser number of Common Shares than the number of Common Shares expressed in this
                                         Warrant Certificate. In the event that the Holder subscribes for and purchases any such
                                         lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled
                                         to receive a replacement certificate representing the unexercised balance of the Warrants.



 






    	 	- 24 -	 



     


    

 


		2.4	The
                                         Company covenants and agrees that:



 


		(a)	all
                                         Common Shares issued upon the exercise of the rights represented by this Warrant Certificate
                                         will, upon payment of the Exercise Price therefor, be duly authorized and validly issued
                                         as fully paid and non-assessable Common Shares, free and clear of all liens, charges
                                         and encumbrances;



 


		(d)	from
                                         and after the date of this Warrant Certificate and otherwise during the period within
                                         which the rights represented by this Warrant Certificate may be exercised, the Company
                                         will at all times (to the extent necessary under applicable corporate law) have authorized
                                         and reserved for issuance a sufficient number of Common Shares to provide for the exercise
                                         of the Warrants represented by this Warrant Certificate; and



 


		(e)	until
                                         the earlier of the Expiry Time or such time as the Warrants cease to be outstanding,
                                         it will use its commercially reasonable efforts to maintain (i) the listing of the Common
                                         Shares on the Principal Trading Market, if applicable, and (ii) its status as a "reporting
                                         company" (or the equivalent thereof) not in default under the Securities Laws and
                                         file with and pay to the securities regulatory authorities in each of the jurisdiction
                                         wherein it is a "reporting company" or as may otherwise be required in a timely
                                         manner all reports and other documents required to be filed and all fees required to
                                         be paid by the Company under the Securities Laws.



 


		2.5	If
                                         the Warrants represented by this Warrant Certificate have not been exercised prior to
                                         the Expiry Time, all rights under the Warrants represented hereby shall wholly cease
                                         and terminate and the Warrants shall be void and of no effect.



 


		2.6	The
                                         certificate or certificates representing the Common Shares to be issued upon such exercise
                                         will, as required by the Securities Laws, bear legends substantially as follows:



 


For
U.S. purchasers:


 


"THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S
UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER,
IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER
THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO
THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER."


 


For
Non-U.S. purchasers:


 


THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 






    	 	- 25 -	 



     


    

 


	3.	Issue in Substitution for Lost Warrants




 


		3.1	In
                                         case this Warrant Certificate shall become mutilated or be lost, destroyed or stolen,
                                         the Company, subject to applicable law and to Section 3.2, shall issue and deliver a
                                         new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed
                                         or stolen upon surrender of and in place of and upon cancellation of the mutilated Warrant
                                         Certificate or in lieu of and in substitution for the lost, destroyed or stolen Warrant
                                         Certificate.



 


		3.2	The
                                         applicant for the issue of a new Warrant Certificate pursuant to this Section 3 shall
                                         bear the cost of the issue thereof and in case of loss, destruction or theft shall, as
                                         a condition precedent to the issue thereof, furnish to the Company such evidence of ownership
                                         and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or
                                         stolen as shall be satisfactory to the Company in its discretion acting reasonably and
                                         the applicant may also be required to furnish an indemnity in form satisfactory to the
                                         Company in its discretion acting reasonably, and shall pay the reasonable charges of
                                         the Company in connection therewith.



 


	4.	Adjustment of Subscription Rights




 


		4.1	If
                                         and whenever at any time after the date hereof and prior to the Expiry Time there shall
                                         be a Company Reorganization, the Holder shall thereafter upon the exercise of the Warrants
                                         be entitled to receive, and shall accept, in lieu of the number of Common Shares to which
                                         the Holder was entitled to upon such exercise, the kind and amount of shares, other securities
                                         or property which the Holder would have been entitled to receive as a result of such
                                         Company Reorganization if the Holder had been the registered holder of the number of
                                         Common Shares on the record date or effective date thereof, as the case may be, to which
                                         the Holder was entitled to upon exercise of the Warrants. If necessary, appropriate adjustments
                                         shall be made in the application of the provisions set out herein with respect to the
                                         rights and interests of the Holder after the consummation of the Company Reorganization
                                         to the end that the provisions set out herein shall thereafter correspondingly be made
                                         applicable as nearly as may reasonably be possible in relation to any shares or other
                                         securities or property thereafter deliverable upon the exercise of the Warrants represented
                                         hereby.



 


		4.2	If
                                         and whenever at any time after the date hereof and prior to the Expiry Time:



 


		(a)	a
                                         Common Share Reorganization takes place and the Holder holds Warrants that have not been
                                         exercised on or prior to the effective date or record date of such Common Share Reorganization,
                                         as the case may be, upon the exercise of such right thereafter then the Holder shall
                                         be entitled to receive and shall accept in lieu of the number of Common Shares which
                                         would otherwise then have been subscribed for by the Holder, at the Exercise Price as
                                         adjusted in accordance with Section 4.2(b), the aggregate number of Common Shares or
                                         other securities convertible into or exchangeable for Common Shares, or both, that the
                                         Holder would have been entitled to receive as a result of such Common Share Reorganization,
                                         on such record date or effective date, as the case may be, had the Holder been the registered
                                         holder of the number of Common Shares so subscribed for; and



 


		(b)	the
                                         Exercise Price in effect on the effective date (subject to the last sentence of this
                                         Section 4.2(b)) of such Common Share Reorganization shall be adjusted by multiplying
                                         the Exercise Price then in effect by a fraction, the numerator of which shall be the
                                         number of Common Shares outstanding immediately prior to such event and the denominator
                                         of which shall be the number of Common Shares outstanding immediately following such
                                         event. For the purposes of the adjustment contemplated hereby, the expression "number
                                         of Common Shares outstanding" at any time shall include all Common Shares issuable
                                         upon exercise of all outstanding rights to acquire Common Shares, the exercise of which
                                         is not subject to any condition or limitation which has not been satisfied at that time.
                                         Any such issue of Common Shares by way of a stock dividend will be deemed to have been
                                         made on the record date for the stock dividend for the purpose of calculating the number
                                         of outstanding Common Shares under this Section 4.2(b).



 






    	 	- 26 -	 



     


    

 


		4.3	If
                                         and whenever at any time after the date hereof and prior to the Expiry Time the Company
                                         shall fix a record date for the issuance or distribution to all or substantially all
                                         of the holders of Common Shares of: (i) securities of the Company, including without
                                         limitation shares, rights, options or warrants to acquire shares of any class or securities
                                         exchangeable for or convertible into or exchangeable into any such shares; (ii) evidences
                                         of indebtedness (including indebtedness of the Company); or (ii) property or other assets
                                         of the Company, and if such issuance or distribution does not constitute a Common Share
                                         Reorganization or a Rights Offering (any of such non-excluded events being herein called
                                         a "Special Distribution"), then the Exercise Price shall be adjusted
                                         effective immediately after the record date for the Special Distribution by multiplying
                                         the Exercise Price in effect on such record date by a fraction:



 


		(c)	the
                                         numerator of which shall be:



 


		(i)	the
                                         product of the number of Common Shares outstanding on such record date and the Current
                                         Market Price of a Common Share on such record date, less



 


		(ii)	the
                                         aggregate fair market value, as determined by the board of directors of the Company,
                                         of the securities, evidences of indebtedness or property or other assets issued or distributed
                                         in the Special Distribution, and



 


		(d)	the
                                         denominator of which shall be the product of the number of Common Shares outstanding
                                         on such record date and the Current Market Price of a Common Share on such record date.



 


		4.4	If
                                         and whenever at any time after the date hereof and prior to the Expiry Time the Company
                                         shall issue to all or substantially all of the holders of Common Shares rights, options
                                         or warrants under which such holders are entitled, during a period expiring not more
                                         than 45 days after the record date for such issue (the "Rights Period"),
                                         to subscribe for or purchase Common Shares, or securities exchangeable for or convertible
                                         into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion
                                         price per share at the date of issue of such securities to the holder in the case of
                                         securities exchangeable for or convertible into Common Shares) of less than 85% of the
                                         Current Market Price of a Common Share on such record date (any of such events being
                                         called a "Rights Offering"), and if the Company does not provide the
                                         opportunity to participate in the Rights Offering on the same terms and conditions applicable
                                         to holders of Common Shares in respect of the Common Shares to be issued to the Holder
                                         on the exercise of the Warrants, then the Exercise Price shall be adjusted effective
                                         immediately as of the record date for the Rights Offering by multiplying the Exercise
                                         Price in effect immediately prior to such record date by a fraction:



 


(a)          the
numerator of which shall be the aggregate of:


 


		(i)	the
                                         number of Common Shares outstanding as of the record date for the Rights Offering, and



 


		(ii)	a
                                         number determined by dividing



 


		A.	the
                                         amount equal to the aggregate consideration payable on the exercise of all of the rights,
                                         warrants and options under the Rights Offering plus the aggregate consideration, if any,
                                         payable on the exchange or conversion of the securities exchangeable for or convertible
                                         into Common Shares issued upon exercise of such rights, warrants or options (assuming
                                         the exercise of all rights, warrants and options under the Rights Offering and assuming
                                         the exchange or conversion of all securities exchangeable for or convertible into Common
                                         Shares issued upon exercise of such rights, warrants and options);



 


by


 


		B.	the
                                         Current Market Price of a Common Share as of the record date for the Rights Offering,
                                         and



 






    	 	- 27 -	 



     


    

 


		(b)	the
                                         denominator of which shall be the number of Common Shares which would be outstanding
                                         after giving effect to the Rights Offering (assuming the exercise of all of the rights,
                                         warrants or options under the Rights Offering and assuming the exchange or conversion
                                         into Common Shares of all securities exchangeable for or convertible into Common Shares
                                         issued upon exercise of such rights, warrants or options, if any).



 


If
by the terms of the rights, options or warrants referred to in this Section 4.4 there is more than one purchase, conversion or
exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription
or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, shall be calculated for purposes
of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. To the
extent that any adjustment in Exercise Price occurs pursuant to this Section 4.4 as a result of the fixing by the Company of a
record date for a Rights Offering, the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange,
conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually
issued and remaining issuable after such expiration, and shall be further readjusted in such manner upon expiration of any further
such right.


 


		4.5	Notwithstanding
                                         anything to the contrary set forth in this Warrant Certificate, if, in the opinion of
                                         the board of directors of the Company, acting reasonably, at any time prior to the Expiry
                                         Time the Company takes any other action affecting its capital:



 


		(a)	to
                                         which the foregoing provisions of Sections 4.1, 4.2, 4.3 or 4.4 are not strictly applicable
                                         or, if strictly applicable, would not fairly adjust the rights of the Holder against
                                         dilution in accordance with the intent and purposes thereof; or



 


		(b)	which
                                         would otherwise materially affect the rights of the Holder hereunder,



 


then
the board of directors of the Company shall, subject to any requisite regulatory approval, adjust such rights as aforesaid in
such a manner as the board of directors of the Company, acting reasonably, determines is equitable in the circumstances.


 


		4.6	The
                                         adjustments provided for herein:



 


		(a)	are
                                         cumulative and shall apply to successive events resulting in any adjustment under Sections
                                         4.1, 4.2, 4.3, 4.4 or 4.5;



 


		(b)	are
                                         intended to preserve the economic value of the Warrants, not to enhance or diminish their
                                         value;



 


		(c)	shall,
                                         in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth
                                         of one cent but shall not be required unless such adjustment would result in a change
                                         of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments
                                         which, except for the provisions of this Section 4.6(c) would otherwise have been required
                                         to be made, shall be carried forward and taken into account in any subsequent adjustment;
                                         and



 






    	 	- 28 -	 



     


    

 


		(d)	shall,
                                         in respect of the Common Shares to be issued to the Holder on the exercise of the Warrants,
                                         not be required unless it would result in a change of at least one one-hundredth of a
                                         Common Share; provided, however, that any adjustments which, except for the provisions
                                         of this Section 4.6(d) would otherwise have been required to be made, shall be carried
                                         forward and taken into account in any subsequent adjustment.



 


		4.7	In
                                         any case of an event for which an adjustment shall be effective immediately after a record
                                         date for an event referred to herein, the Company may defer, until the completion of
                                         such an event, issuing to the Holder of any Warrant exercised after such record date
                                         and before the completion of such event the additional Common Shares issuable upon such
                                         exercise by reason of the adjustment required by such event, provided, however, that
                                         the Company shall deliver or cause to be delivered to the Holder an appropriate instrument
                                         evidencing such Holder's right, upon the completion of the event requiring the adjustment,
                                         to receive the additional Common Shares and the right to receive any dividends or other
                                         distributions which, but for the provisions of this Section 4.7, such person or persons
                                         would have been entitled to receive in respect of such additional Common Shares from
                                         and after the date that the Warrant was exercised in respect thereof.



 


		4.8	At
                                         least 10 days prior to the effective date or record date, as the case may be, of any
                                         event which requires or may require adjustment in any of the subscription rights pursuant
                                         to this Warrant Certificate, including the Exercise Price or the number of Common Shares
                                         which are purchasable upon the exercise thereof, or such longer period of notice as the
                                         Company is otherwise by law required to provide holders of Common Shares in respect of
                                         any such event, the Company shall notify the Holder of the particulars of such event
                                         and, if determinable, the required adjustment and the computation of such adjustment.
                                         In the event that the adjustment for which such notice has been given is not then determinable,
                                         the Company shall promptly after such adjustment is determinable notify the Holder of
                                         the adjustment and the computation of such adjustment. On the happening of each and every
                                         such event, the applicable provisions of this Warrant Certificate, including the Exercise
                                         Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take
                                         all necessary action so as to comply with such provisions as so amended.



 


		4.9	If
                                         the Company shall set a record date to determine the holders of the shares for the purpose
                                         of entitling them to receive any dividend or distribution or any subscription or purchase
                                         rights and shall, thereafter and before the distribution to such shareholders of any
                                         such dividend, distribution or subscription or purchase rights, legally abandon its plan
                                         to pay or deliver such dividend, distribution or subscription or purchase rights, then
                                         no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise
                                         of any Warrant shall be required by reason of the setting of such record date.



 


		4.10	In
                                         the absence of a resolution of the board of directors of the Company fixing a record
                                         date for any dividend or distribution or any Rights Offering or Special Distribution,
                                         the Company shall be deemed to have fixed as the record date therefor the date on which
                                         such dividend or distribution is effected.



 


		4.11	Any
                                         Common Shares owned by or held for the account of the Company or any subsidiary of the
                                         Company shall be deemed not to be outstanding for the purpose of any computation under
                                         Sections 4.1, 4.2, 4.3 or 4.4.



 


		4.12	Any
                                         question arising with respect to the adjustments provided herein shall be conclusively
                                         determined by the auditors of the Company (or if they are unable or unwilling to act,
                                         by such other firm of independent chartered accountants as may be selected by the board
                                         of directors of the Company), who shall have access to all necessary records of the Company,
                                         and the determination by the auditors or of such accountants, as applicable, shall be
                                         binding upon the Company and the Holder. Notwithstanding the foregoing, if the Common
                                         Shares are listed on any stock exchange, such determination shall be subject to the prior
                                         written approval of such stock exchange.



 


	5.	Miscellaneous




 


		5.1	The
                                         holding of the Warrants evidenced by this Warrant Certificate shall not constitute the
                                         Holder thereof a holder of Common Shares of the Company or entitle the Holder to any
                                         rights as a holder of Common Shares, including without limitation, voting rights.



 






    	 	- 29 -	 



     


    

 


		5.2	The
                                         Holder may, upon surrender of this Warrant Certificate at the registered office of the
                                         Company located at 5205 Prospect Road, San Jose, California, USA 95129, exchange this
                                         Warrant Certificate for other Warrant Certificates evidencing Warrants entitling the
                                         holder to receive in the aggregate the same number of Common Shares as may be acquired
                                         pursuant to the Warrants evidenced by this Warrant Certificate.



 


		5.3	Any
                                         notice or other communication (a "Communication") to be made or given
                                         in connection with this Warrant Certificate shall be made or given in writing and may
                                         be made or given by personal delivery, by registered mail addressed to the recipient
                                         at its address provided on the first page of this Warrant Certificate or such other address
                                         or individual as may be designated by it by notice given in accordance with this Section
                                         5.3. Any Communication made or given by personal delivery shall be conclusively deemed
                                         to have been given on the day of actual delivery thereof and, if made or given by registered
                                         mail, on the fourth day, other than a Saturday, Sunday or civic or statutory holiday
                                         in San Jose, California, following the deposit thereof in the mail. If the party giving
                                         any Communication knows or ought reasonably to know of any difficulties with the postal
                                         system which might affect the delivery of the mail, any such Communication shall not
                                         be mailed but shall be made or given by personal delivery.



 


		5.4	Time
                                         is of the essence hereof.



 


		5.5	This
                                         Warrant Certificate shall be exclusively governed will be governed by and construed in
                                         accordance with the internal laws of Delaware (without reference to its rules governing
                                         the choice or conflict of laws), and the parties hereto irrevocably attorn and submit
                                         to the exclusive jurisdiction of the courts of the State of California with respect to
                                         any dispute related to this Subscription Agreement.



 


		5.6	If
                                         a court or other tribunal of competent jurisdiction determines that any one or more of
                                         the provisions contained in this Warrant Certificate is invalid, illegal or unenforceable
                                         in any respect in any jurisdiction, the validity, legality and enforceability of such
                                         provision or provisions shall not in any way be affected or impaired thereby in any other
                                         jurisdiction and the validity, legality and enforceability of the remaining provisions
                                         contained in this Warrant Certificate shall not in any way be affected or impaired thereby,
                                         unless in either case as a result of such determination this Warrant Certificate would
                                         fail in its essential purpose.



 


		5.7	This
                                         Warrant Certificate enures to the benefit of the Holder and its successors and permitted
                                         assigns and is binding upon the Company and its successors.



 


PACIFIC
GREEN TECHNOLOGIES INC., intending to be contractually bound, has caused this Warrant Certificate to be signed by its duly authorized
officer as of ___________________, 2016.


 


PACIFIC
GREEN TECHNOLOGIES INC.


 


By:


 





 



Neil
Carmichael


Its:
President and Director


 




    	 	- 30 -	 



     


    

 


Subscription
Agreement (with related appendices, schedules and forms)


 


NOTICE
OF EXERCISE


 


		TO:	PACIFIC
                                         GREEN TECHNOLOGIES INC. (the "Company")



 


Capitalized
terms not defined herein have the meaning set out in Warrant Certificate No_____________ of the Company dated ___________________
(the "Warrant Certificate").


 


The
undersigned holder of the Warrants represented by the enclosed Warrant Certificate hereby exercises the right provided for in
the Warrants to purchase ________________ Common Shares in the capital of the Company issuable on the exercise of the Warrants
and encloses the amount of $____________ per Common Share (or the adjusted Exercise Price at which the undersigned is entitled
to purchase such shares as provided in this Warrant Certificate) by way of certified cheque or recognized bank draft made payable
to or to the order of the Company.


 


The
undersigned hereby irrevocably directs that such Common Shares be issued and delivered as follows:


 





	

        Name(s)
        in Full
	 	Address(es)*
	 	Number(s)
                                         of

        Common
        Shares

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Please
print in full the name in which certificates are to be issued.


 


DATED
this day of , 20__.


 


	 	 	 
	Witness	 	Signature of Holder
	 	 	 
	 	 	 
	 	 	Name of Holder
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Address of Holder




 


	☐	Please
    check box if these certificates are to be delivered to the office where this Warrant Certificate is surrendered, failing which
    the certificates will be mailed to the address shown on the register.




 


 


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