Exhibit
10.2


 


	DATED	2020


 


 


 


 


Debenture


 


between


 


PACIFIC
GREEN INNOERGY TECHNOLOGIES LIMITED


 


and


 


PACIFIC
GREEN TECHNOLOGIES INC.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    


     


    

 





	1.	Definitions and interpretation 	2
	2.	Covenant to pay	5
	3.	Grant of security 	5
	4.	Liability of the Chargor	7
	5.	Representations and warranties	7
	6.	General covenants	8
	7.	Intellectual Property covenants	10
	8.	Powers of PGT	10
	9.	When security becomes enforceable	11
	10.	Enforcement of security	12
	11.	Receiver    	13
	12.	Powers of Receiver	14
	13.	Delegation	16
	14.	Application of proceeds	17
	15.	Costs and indemnity	17
	16.	Further assurance   	18
	17.	Power of attorney	19
	18.	Release	19
	19.	Further provisions   	19
	20.	Miscellaneous
    	20


 




    


     


    

 


This
deed is dated                           2020



 


Parties


 


		(1)	PACIFIC
                                         GREEN INNOERGY TECHNOLOGIES LIMITED, incorporated and registered in England and Wales
                                         with company number 11966480, whose registered office is at 2 Hinksey Court, Church Way,
                                         Oxford, England, OX2 9SX (Chargor)



 


		(2)	PACIFIC
                                         GREEN TECHNOLOGIES INC. a US registered company and having a registered address of
                                         8 The Green, Suite #10212. Dover, Delaware 19901, USA (PGT)



 


BACKGROUND


 


PGT
has made a loan of up to £350,000 available to the Chargor pursuant to the terms of a loan agreement (Loan Agreement)
dated 2020 and made between the Chargor and PGT and the Chargor has agreed to provide security to PGT for the repayment of the
Outstanding Indebtedness due or owing to PGT under or pursuant to the Loan Agreement.


 


Agreed
terms


 


		1.	Definitions
                                         and interpretation



 


The
following definitions apply in this deed:


 


Administrator:
an administrator appointed to manage the affairs, business and property of the Chargor pursuant to clause 8.5.


 


Book
Debts: all present and future book and other debts, and monetary claims due or owing to the Chargor, and the benefit of all
security, guarantees and other rights of any nature enjoyed or held by the Chargor in relation to any of them.


 


Business
Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.


 


Delegate:
any person appointed by PGT or any Receiver pursuant to clause 13 and any person appointed as attorney of PGT, Receiver or Delegate.


 


Equipment:
all present and future equipment, plant, machinery, tools, vehicles, furniture, fittings, installations and apparatus and other
tangible moveable property owned by the Chargor or in which it has an interest, including any part of it and all spare parts,
replacements, modifications and additions.


 


Event
of Default: means a default under the Loan Agreement.


 


Financial
Collateral: has the meaning given to that expression in the Financial Collateral Regulations.


 




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Financial
Collateral Regulations: the Financial Collateral Arrangements (No 2) Regulations 2003 (SI 2003/3226).


 


Insurance
Policy: each contract and policy of insurance effected or maintained by the Chargor from time to time in respect of its assets
or business (including, without limitation, any contract or policy of insurance relating to the Charged Properties or the Equipment).


 


Intellectual
Property: the Chargor’s present and future patents, rights to inventions, copyright and related rights, moral rights, trade
marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database
rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and
all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights
to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent
rights or forms of protection which subsist or will subsist now or in the future in any part of the world.


 


Investments:
all certificated shares, stock, debentures, bonds or other securities or investments (whether or not marketable) from time to
time legally or beneficially owned by or on behalf of the Chargor


 


LPA
1925: the Law of Property Act 1925.


 


Outstanding
Indebtedness: all amounts that may become due and owing to PGT under the Loan Agreement.


 


Property:
any property owned by the Chargor, whether leasehold or freehold.


 


Receiver:
a receiver, receiver and manager or administrative receiver appointed by PGT under clause 11.


 


Relevant
Agreement: any licences, PPA or any other contracts entered into by the Chargor.


 


Secured
Assets: all the assets, property and undertaking of the Chargor (if any) which are, or are expressed to be, subject to the
Security created by, or pursuant to, this deed (and references to the Secured Assets shall include references to any part of them).


 


Security
Financial Collateral Arrangement: has the meaning given to that expression in the Financial Collateral Regulations.


 


Security:
any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security
interest securing any obligation of any person, or any other agreement or arrangement having a similar effect.


 


Security
Period: the period starting on the date of this deed and ending on the date on which PGT is satisfied that all the Outstanding
Indebtedness have been unconditionally and irrevocably paid and discharged in full and no further Outstanding Indebtedness are
capable of being outstanding.


 


VAT:
value added tax or any equivalent tax chargeable in the UK or elsewhere.


 






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		1.1	Interpretation



 


In
this deed:


 


		(a)	the
                                         provisions of clause 1 of the Loan Agreement apply to this deed as if they were set out
                                         in full in this deed, except that each reference in that clause to the Loan Agreement
                                         shall be read as a reference to this deed.



 


		(b)	a
                                         reference to a person shall include a reference to an individual, firm, company,
                                         corporation, partnership, unincorporated body of persons, government, state or agency
                                         of a state or any association, trust, joint venture or consortium (whether or not having
                                         separate legal personality);



 


		(c)	unless
                                         the context otherwise requires, words in the singular shall include the plural and in
                                         the plural shall include the singular;



 


		(d)	unless
                                         the context otherwise requires, a reference to one gender shall include a reference to
                                         the other genders;



 


		(e)	a
                                         reference to a party shall include that party’s successors, permitted assigns and permitted
                                         transferees and this deed shall be binding on, and enure to the benefit of, the parties
                                         to this deed and their respective personal representatives, successors, permitted assigns
                                         and permitted transferees;



 


		(f)	a
                                         reference to a statute or statutory provision is a reference to it as amended, extended
                                         or re-enacted from time to time;



 


		(g)	a
                                         reference to a statute or statutory provision shall include all subordinate legislation
                                         made from time to time under that statute or statutory provision;



 


		(h)	a
                                         reference to writing or written includes and email;



 


		1.2	Clawback



 


If
PGT considers that an amount paid by the Chargor in respect of the Outstanding Indebtedness is capable of being avoided or otherwise
set aside on the liquidation or administration of the Chargor or otherwise, then that amount shall not be considered to have been
irrevocably paid for the purposes of this deed.


 


		1.3	Nature
of security over real property



 


A
reference in this deed to a charge or mortgage of or over any Property includes:


 


		(a)	all
                                         buildings and fixtures and fittings (including trade and tenant’s fixtures and fittings)
                                         and fixed plant and machinery that are situated on or form part of that Property at any
                                         time;



 


		(b)	the
                                         proceeds of the sale of any part of that Property and any other monies paid or payable
                                         in respect of or in connection with that Property;



 


		(c)	the
                                         benefit of any covenants for title given, or entered into, by any predecessor in title
                                         of the Chargor in respect of that Property, and any monies paid or payable in respect
                                         of those covenants; and



 




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		(d)	all
                                         rights under any licence, agreement for sale or agreement for lease in respect of that
                                         Property.



 


		2.	Covenant
                                         to pay



 


The
Chargor shall, on demand, pay to PGT and discharge the Outstanding Indebtedness when they become due.


 


		3.	Grant
                                         of security



 


		3.1	Legal
mortgage



 


As
a continuing security for the payment and discharge of the Outstanding Indebtedness, the Chargor with full title guarantee charges
to PGT, by way of a first legal mortgage, all estates or interests in any freehold, leasehold or commonhold property now owned
by it, including the Property.


 


		3.2	Fixed
charges



 


As
a continuing security for its obligations under the Loan Agreement and the payment and discharge of the Outstanding Indebtedness,
the Chargor with full title guarantee charges to PGT by way of a first fixed charge:


 


		(a)	all
                                         present and future estates or interests of the Chargor in, or over, any freehold, leasehold
                                         or commonhold property (other than any such property effectively mortgaged under clause
                                         3.1);



 


		(b)	the
                                         benefit of all contracts, guarantees, appointments and warranties and other documents
                                         to which the Chargor is a party or which are in its favour (including, in each case,
                                         but without limitation, the right to demand and receive all monies whatever payable to
                                         or for its benefit under or arising from any of them, all remedies provided for in any
                                         of them or available at law or in equity in relation to any of them, the right to compel
                                         performance of any of them and all other rights, interests and benefits whatever accruing
                                         to or for its benefit arising from any of them);



 


		(c)	all
                                         licences, consents and authorisations (statutory or otherwise) held or required in connection
                                         with its business or the use of any Secured Asset, and all rights in connection with
                                         them;



 


		(d)	all
                                         its present and future goodwill;



 


		(e)	all
                                         its uncalled capital;



 


		(f)	all
                                         the Equipment;



 


		(g)	all
                                         the Intellectual Property;



 


		(h)	all
                                         the Book Debts;



 


		(i)	all
                                         the Investments;



 




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		(j)	all
                                         monies from time to time standing to the credit of its accounts with any bank, financial
                                         institution or other person, together with all other rights and benefits accruing to
                                         or arising in connection with each account (including, but not limited to, entitlements
                                         to interest);



 


		(k)	all
                                         its rights in respect of each Insurance Policy, including all claims, the proceeds of
                                         all claims and all returns of premiums in connection with each Insurance Policy; and



 


		(l)	all
                                         its rights in respect of each Relevant Agreement and all other agreements, instruments
                                         and rights relating to the Secured Assets, to the extent not effectively assigned under
                                         clause 3.3.



 


		3.3	Assignment



 


As
a continuing security for the payment and discharge of the Outstanding Indebtedness, the Chargor with full title guarantee assigns
to PGT absolutely, subject to a proviso for reassignment on irrevocable discharge in full of the Secured Liabilities:


 


		(a)	all
                                         its rights in each Insurance Policy, including all claims, the proceeds of all claims
                                         and all returns of premiums in connection with each Insurance Policy; and



 


		(b)	the
                                         benefit of each Relevant Agreement and the benefit of all other agreements, instruments
                                         and rights relating to the Secured Assets.



 


		3.4	Floating
charge



 


As
a continuing security for the payment and discharge of the Outstanding Indebtedness, the Chargor with full title guarantee charges
to PGT, by way of first floating charge, all its undertaking, property, assets and rights not otherwise effectively mortgaged,
charged or assigned under clause 3.1 to clause 3.3 inclusive.


 


		3.5	Qualifying
floating charge



 


Paragraph
14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created by clause 3.4.


 


		3.6	Automatic
crystallisation of floating charge



 


The
floating charge created by clause 3.4 shall automatically and immediately (without notice) convert into a fixed charge over
the assets subject to that floating charge if:


 


		(a)	the
                                         Chargor:



 


		(i)	creates,
                                         or attempts to create, without the prior written consent of PGT, Security or a trust
                                         in favour of another person over all or any part of the Secured Assets (except as expressly
                                         permitted by the terms of this deed or the Agreements); or



 


		(ii)	disposes,
                                         or attempts to dispose of, all or any part of the Secured Assets (other than Secured
                                         Assets that are only subject to the floating charge while it remains uncrystallised);



 




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		(b)	any
                                         person levies (or attempts to levy) any distress, attachment, execution or other process
                                         against all or any part of the Secured Assets; or



 


		(c)	a
                                         resolution is passed or an order is made for the winding-up, dissolution, administration
                                         or re-organisation of the Chargor.



 


		3.7	Crystallisation
of floating charge by notice



 


PGT
may, in its sole discretion, at any time and by written notice to the Chargor, convert the floating charge created under this
deed into a fixed charge as regards any part of the Secured Assets specified by PGT in that notice.


 


		3.8	Assets
acquired after any floating charge has crystallised



 


Any
asset acquired by the Chargor after any crystallisation of the floating charge created under this deed that, but for that crystallisation,
would be subject to a floating charge under this deed, shall (unless PGT confirms otherwise to the Chargor in writing) be charged
to PGT by way of first fixed charge.


 


		4.	Liability
                                         of the Chargor



 


		4.1	Liability
                                         not discharged



 


The
Chargor’s liability under this deed in respect of any of the Outstanding Indebtedness shall not be discharged, prejudiced or affected
by:


 


		(a)	any
                                         security, guarantee, indemnity, remedy or other right held by, or available to, PGT that
                                         is, or becomes, wholly or partially illegal, void or unenforceable on any ground;



 


		(b)	PGT
                                         renewing, determining, varying or increasing any facility or other transaction in any
                                         manner or concurring in, accepting or varying any compromise, arrangement or settlement,
                                         or omitting to claim or enforce payment from any other person; or



 


		(c)	any
                                         other act or omission that, but for this clause 4.1,
                                         might have discharged, or otherwise prejudiced or affected, the liability of the Chargor.



 


		4.2	Immediate
recourse



 


The
Chargor waives any right it may have to require PGT to enforce any security or other right, or claim any payment from, or otherwise
proceed against, any other person before enforcing this deed against the Chargor.


 


		5.	Representations
                                         and warranties



 


		5.1	Times
for making representations and warranties



 


The
Chargor makes the representations and warranties set out in this clause 5 to PGT
on the date of this deed.


 




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		5.2	Ownership
of Secured Assets



 


The
Chargor is the sole legal and beneficial owner of, and has good, valid and marketable title to, the Secured Assets.


 


		5.3	No
Security



 


The
Secured Assets are free from any Security other than the Security created by this deed.


 


		5.4	No
adverse claims



 


The
Chargor has not received, or acknowledged notice of, any adverse claim by any person in respect of the Secured Assets or any interest
in them.


 


		5.5	No
breach of laws



 


There
is no breach of any law or regulation that materially and adversely affects the Secured Assets.


 


		5.6	Avoidance
of security



 


No
Security expressed to be created under this deed is liable to be avoided, or otherwise set aside, on the liquidation or administration
of the Chargor or otherwise.


 


		5.7	Enforceable
security



 


This
deed constitutes and will constitute the legal, valid, binding and enforceable obligations of the Chargor, and is, and will continue
to be, effective security over all and every part of the Secured Assets in accordance with its terms.


 


		6.	General
                                         covenants



 


		6.1	Negative
pledge and disposal restrictions



 


The
Chargor shall not at any time, except with the prior written consent of PGT:


 


		(a)	create,
                                         purport to create or permit to subsist any Security on, or in relation to, any Secured
                                         Asset other than any Security created by this deed;



 


		(b)	sell,
                                         assign, transfer, part with possession of, or otherwise dispose of in any manner (or
                                         purport to do so), all or any part of, or any interest in, the Secured Assets (except,
                                         in the ordinary course of business, Secured Assets that are only subject to an uncrystallised
                                         floating charge); or



 


		(c)	create
                                         or grant (or purport to create or grant) any interest in the Secured Assets in favour
                                         of a third party.



 




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		6.2	Preservation
of Secured Assets


 


The
Chargor shall not do, or permit to be done, any act or thing that would or might depreciate, jeopardise or otherwise prejudice
the security held by PGT, or materially diminish the value of any of the Secured Assets or the effectiveness of the security created
by this deed.


 


		6.3	Enforcement
of rights



 


The
Chargor shall use its best endeavours to:


 


		(a)	procure
                                         the prompt observance and performance by the relevant counterparty to any agreement or
                                         arrangement with the Chargor and forming part of the Secured Assets of the covenants
                                         and other obligations imposed on such counterparty (including each insurer in respect
                                         of an Insurance Policy); and



 


		(b)	enforce
                                         any rights and institute, continue or defend any proceedings relating to any of the Secured
                                         Assets that PGT may require from time to time.



 


		6.4	Notice
of misrepresentation and breaches



 


The
Chargor shall, promptly on becoming aware of any of the same, notify PGT in writing of:


 


		(a)	any
                                         representation or warranty set out in this deed that is incorrect or misleading in any
                                         material respect when made or deemed to be repeated; and



 


		(b)	any
                                         breach of any covenant set out in this deed.



 


		6.5	Notices
to be given by the Chargor



 


The
Chargor shall on the execution of this deed and as so requested by PGT from time to time:


 


		(a)	give
                                         notice to each counterparty to a Relevant Agreement in the form agreed between the parties,
                                         and procure that each counterparty provides to PGT promptly an acknowledgement of the
                                         notice in the form agreed between the parties; and



 


		(b)	give
                                         notice to each insurer under an Insurance Policy in the form agreed between the parties
                                         and procure that each insurer provides to PGT promptly an acknowledgement of the notice
                                         in the form agreed between the parties.



 


		6.6	Information



 


The
Chargor shall:


 


		(a)	give
                                         PGT such information concerning the location, condition, use and operation of the Secured
                                         Assets as PGT may require;



 


		(b)	permit
                                         any persons designated by PGT and any Receiver to enter on its premises and inspect and
                                         examine any Secured Asset, and the records relating to that Secured Asset, at all reasonable
                                         times and on reasonable prior notice; and



 


		(c)	promptly
                                         notify PGT in writing of any action, claim, notice or demand made by or against it in
                                         connection with all or any part of a Secured Asset or of any fact, matter or circumstance
                                         which may, with the passage of time, give rise to such an action, claim, notice
or demand, together with, in each case, the Chargor’s proposals for settling, liquidating, compounding or contesting any such
action, claim, notice or demand and shall, subject to PGT’s prior approval, implement those proposals at its own expense.



 




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		6.7	Payment
of outgoings



 


The
Chargor shall promptly pay all taxes, fees, licence duties, registration charges, insurance premiums and other outgoings in respect
of the Secured Assets and, on demand, produce evidence of payment to PGT.


 


		7.	Intellectual
                                         Property covenants



 


		7.1	Preservation
of rights



 


The
Chargor shall take all necessary action to safeguard and maintain present and future rights in, or relating to, the Intellectual
Property including (without limitation) by observing all covenants and stipulations relating to those rights, and by paying all
applicable renewal fees, licence fees and other outgoings.


 


		7.2	Registration
of Intellectual Property



 


The
Chargor shall use all reasonable efforts to register applications for the registration of any Intellectual Property, and shall
keep PGT informed of all matters relating to each such registration.


 


		7.3	Maintenance
of Intellectual Property



 


The
Chargor shall not permit any Intellectual Property to be abandoned, cancelled or to lapse.


 


		8.	Powers
                                         of PGT



 


		8.1	Power
to remedy



 


		(a)	PGT
                                         shall be entitled (but shall not be obliged) to remedy, at any time, a breach by the
                                         Chargor of any of its obligations contained in this deed.



 


		(b)	The
                                         Chargor irrevocably authorises PGT and its agents to do all things that are necessary
                                         or desirable for that purpose.



 


		(c)	Any
                                         monies expended by PGT in remedying a breach by the Chargor of its obligations contained
                                         in this deed shall be reimbursed by the Chargor to PGT on a full indemnity basis and
                                         shall carry interest in accordance with clause 15.1.



 


		8.2	Exercise
of rights



 


		(a)	The
                                         rights of PGT under clause 8.1 are without
                                         prejudice to any other rights of PGT under this deed.



 


		(b)	The
                                         exercise of any rights of PGT under this deed shall not make PGT liable to account as
                                         a mortgagee in possession.



 




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		8.3	PGT
has Receiver’s powers



 


To
the extent permitted by law, any right, power or discretion conferred by this deed (either expressly or impliedly) or by law on
a Receiver may, after the security constituted by this deed has become enforceable, be exercised by PGT in relation to any of
the Secured Assets whether or not it has taken possession of any Secured Assets and without first appointing a Receiver or notwithstanding
the appointment of a Receiver.


 


		8.4	Indulgence



 


PGT
may, at its discretion, grant time or other indulgence, or make any other arrangement, variation or release with any person not
being a party to this deed (whether or not any such person is jointly liable with the Chargor) in respect of any of the Outstanding
Indebtedness, or of any other security for them without prejudice either to this deed or to the liability of the Chargor for the
Outstanding Indebtedness.


 


		8.5	Appointment
of an Administrator



 


		(a)	PGT
                                         may, without notice to the Chargor, appoint any one or more persons to be an Administrator
                                         of the Chargor pursuant to Paragraph 14 of Schedule B1 of the Insolvency Act 1986 if
                                         the security constituted by this deed becomes enforceable.



 


		(b)	Any
                                         appointment under this clause 8.5 shall:



 


		(i)	be
                                         in writing signed by a duly authorised signatory of PGT; and



 


		(ii)	take
                                         effect, in accordance with paragraph 19 of Schedule B1 of the Insolvency Act 1986.



 


		(c)	PGT
                                         may apply to the court for an order removing an Administrator from office and may by
                                         notice in writing in accordance with this clause 8.5
                                         appoint a replacement for any Administrator who has died, resigned, been removed
                                         or who has vacated office upon ceasing to be qualified.



 


		8.6	Further
advances



 


PGT
covenants with the Chargor that it shall perform its obligations to make advances under the Agreements (including any obligation
to make available further advances).


 


		9.	When
                                         security becomes enforceable



 


		9.1	Security
becomes enforceable on Event of Default



 


The
security constituted by this deed shall become immediately enforceable if an Event of Default occurs.


 




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		9.2	Discretion


 


After
the security constituted by this deed has become enforceable, PGT may, in its absolute discretion, enforce all or any part of
that security at the times, in the manner and on the terms it thinks fit, and take possession of and hold or dispose of all or
any part of the Secured Assets.


 


		10.	Enforcement
                                         of security



 


		10.1	Enforcement
powers



 


		(a)	For
                                         the purposes of all powers implied by statute, the Outstanding Indebtedness is deemed
                                         to have become due and payable on the date of this deed.



 


		(b)	The
                                         power of sale and other powers conferred by section 101 of the LPA 1925 (as varied or
                                         extended by this deed) shall be immediately exercisable at any time after the security
                                         constituted by this deed has become enforceable under clause 9.1.



 


		(c)	Section
                                         103 of the LPA 1925 does not apply to the security constituted by this deed.



 


		10.2	Access
on enforcement



 


		(a)	At
                                         any time after PGT has demanded payment of the Outstanding Indebtedness or if the Chargor
                                         defaults in the performance of its obligations under this deed or the Agreements, the
                                         Chargor will allow PGT or its Receiver, without further notice or demand, immediately
                                         to exercise all its rights, powers and remedies in particular (and without limitation)
                                         to take possession of any Secured Asset and for that purpose to enter on any premises
                                         where a Secured Asset is situated (or where PGT or a Receiver reasonably believes a Secured
                                         Asset to be situated) without incurring any liability to the Chargor for, or by any reason
                                         of, that entry.



 


		(b)	At
                                         all times, the Chargor must use its best endeavours to allow PGT or its Receiver access
                                         to any premises for the purpose of clause 10.2(a)
                                         (including obtaining any necessary consents or permits of other persons) and ensure
                                         that its employees and officers do the same.



 


		10.3	Protection
of third parties



 


No
purchaser, mortgagee or other person dealing with PGT, any Receiver or any Delegate shall be concerned to enquire:


 


		(a)	whether
                                         any of the Outstanding Indebtedness have become due or payable, or remain unpaid or undischarged;



 


		(b)	whether
                                         any power PGT, a Receiver or Delegate is purporting to exercise has become exercisable
                                         or is being properly exercised; or



 


		(c)	how
                                         any money paid to PGT, any Receiver or any Delegate is to be applied.



 


		10.4	Privileges



 


Each
Receiver and PGT is entitled to all the rights, powers, privileges and immunities conferred by the LPA 1925 on mortgagees and
receivers.


 




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		10.5	Conclusive
discharge to purchasers



 


The
receipt of PGT, or any Receiver or Delegate shall be a conclusive discharge to a purchaser and, in making any sale or other disposal
of any of the Secured Assets or in making any acquisition in the exercise of their respective powers, PGT, and every Receiver
and Delegate may do so for any consideration, in any manner and on any terms that it thinks fit.


 


		11.	Receiver



 


		11.1	Appointment



 


At
any time after the security constituted by this deed has become enforceable, or at the request of the Chargor, PGT may, without
further notice, appoint by way of deed, or otherwise in writing, any one or more persons to be a Receiver of all or any part of
the Secured Assets.


 


		11.2	Removal



 


PGT
may, without further notice (subject to section 45 of the Insolvency Act 1986 in the case of an administrative receiver), from
time to time, by way of deed, or otherwise in writing, remove any Receiver appointed by it and may, whenever it thinks fit, appoint
a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.


 


		11.3	Remuneration



 


PGT
may fix the remuneration of any Receiver appointed by it without the restrictions contained in section 109 of the LPA 1925, and
the remuneration of the Receiver shall be a debt secured by this deed, to the extent not otherwise discharged.


 


		11.4	Power
of appointment additional to statutory powers



 


The
power to appoint a Receiver conferred by this deed shall be in addition to all statutory and other powers of PGT under the Insolvency
Act 1986, the LPA 1925 or otherwise, and shall be exercisable without the restrictions contained in sections 103 and 109 of the
LPA 1925 or otherwise.


 


		11.5	Power
of appointment exercisable despite prior appointments



 


The
power to appoint a Receiver (whether conferred by this deed or by statute) shall be, and remain, exercisable by PGT despite any
prior appointment in respect of all or any part of the Secured Assets.


 


		11.6	Agent
of the Chargor



 


Any
Receiver appointed by PGT under this deed shall be the agent of the Chargor and the Chargor shall be solely responsible for the
contracts, engagements, acts, omissions, defaults, losses and remuneration of that Receiver and for liabilities incurred by that
Receiver. The agency of each Receiver shall continue until the Chargor goes into liquidation and after that the Receiver shall
act as principal and shall not become the agent of PGT.


 




    13


     


    

 


		12.	Powers
                                         of Receiver



 


		12.1	General



 


		(a)	Any
                                         Receiver appointed by PGT under this deed shall, in addition to the powers conferred
                                         on it by statute, have the rights, powers and discretions set out in clause 12.2 to clause
                                         12.19.



 


		(b)	A
                                         Receiver has all the rights, powers and discretions conferred on a receiver (or a receiver
                                         and manager) under the LPA 1925, and shall have those rights, powers and discretions
                                         conferred on an administrative receiver under the Insolvency Act 1986 whether it is an
                                         administrative receiver or not.



 


		(c)	If
                                         there is more than one Receiver holding office at the same time, each Receiver may (unless
                                         the document appointing it states otherwise) exercise all of the powers conferred on
                                         a Receiver under this deed individually and to the exclusion of any other Receiver.



 


		(d)	Any
                                         exercise by a Receiver of any of the powers given by clause 12
                                         may be on behalf of the Chargor, the directors of the Chargor (in the case of
                                         the power contained in clause 12.16) or itself.



 


		12.2	Employ
personnel and advisers



 


		(a)	A
                                         Receiver may provide services and employ or engage any managers, officers, servants,
                                         contractors, workmen, agents, other personnel and professional advisers on any terms,
                                         and subject to any conditions, that it thinks fit.



 


		(b)	A
                                         Receiver may discharge any such person or any such person appointed by the Chargor.



 


		12.3	Make
and revoke VAT options to tax



 


A
Receiver may make, exercise or revoke any VAT option to tax as it thinks fit.


 


		12.4	Remuneration



 


A
Receiver may charge and receive any sum by way of remuneration (in addition to all costs, charges and expenses incurred by it)
that PGT may prescribe or agree with it.


 


		12.5	Possession



 


A
Receiver may take immediate possession of, get in and realise any Secured Asset.


 


		12.6	Manage
or reconstruct the Chargor’s business



 


A
Receiver may carry on, manage, develop, reconstruct, amalgamate or diversify or concur in carrying on, managing, developing, reconstructing,
amalgamating or diversifying the business of the Chargor.


 




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		12.7	Dispose
of Secured Assets


 


A
Receiver may sell, exchange, convert into money and realise all or any of the Secured Assets in respect of which it is appointed
in any manner (including, without limitation, by public auction or private sale) and generally on any terms and conditions as
it thinks fit. Any sale may be for any consideration that the Receiver thinks fit and a Receiver may promote, or concur in promoting,
a company to purchase the Secured Assets to be sold.


 


		12.8	Sell
Book Debts



 


A
Receiver may sell and assign all or any of the Book Debts in respect of which it is appointed in any manner, and generally on
any terms and conditions, that it thinks fit.


 


		12.9	Valid
receipts



 


A
Receiver may give a valid receipt for all monies and execute all assurances and things that may be proper or desirable for realising
any of the Secured Assets.


 


		12.10	Make
settlements



 


A
Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with
or by any person who claims to be a creditor of the Chargor or relating in any way to any Secured Asset.


 


		12.11	Legal
action



 


A
Receiver may bring, prosecute, enforce, defend and abandon all actions, suits and proceedings in relation to any of the Secured
Assets as it thinks fit.


 


		12.12	Improve
the Equipment



 


A
Receiver may make substitutions of, or improvements to, the Equipment as it may think expedient.


 


		12.13	Insure



 


A
Receiver may, if it thinks fit, but without prejudice to the indemnity in clause 15,
effect with any insurer any policy of insurance either in lieu or satisfaction of, or in addition to, the insurance required to
be maintained by the Chargor under this deed.


 


		12.14	Subsidiaries



 


A
Receiver may form a subsidiary of the Chargor and transfer to that subsidiary any Secured Asset


 


		12.15	Borrow



 


A
Receiver may, for whatever purpose it thinks fit, raise and borrow money either unsecured or on the security of all or any of
the Secured Assets in respect of which it is appointed on any terms that it thinks fit (including, if PGT consents, terms under
which that security ranks in priority to this deed).


 




    15


     


    

 


		12.16	Redeem
prior Security



 


A
Receiver may redeem any prior Security and settle and pass the accounts to which the Security relates. Any accounts so settled
and passed shall be, in the absence of any manifest error, conclusive and binding on the Chargor, and the monies so paid shall
be deemed to be an expense properly incurred by the Receiver.


 


		12.17	Delegation



 


A
Receiver may delegate its powers in accordance with this deed.


 


		12.18	Absolute
beneficial owner



 


A
Receiver may, in relation to any of the Secured Assets, exercise all powers, authorisations and rights it would be capable of
exercising as, and do all those acts and things, an absolute beneficial owner could exercise or do, in the ownership and management
of the Secured Assets or any part of the Secured Assets.


 


		12.19	Incidental
powers



 


A
Receiver may do any other acts and things that it:


 


		(a)	may
                                         consider desirable or necessary for realising any of the Secured Assets;



 


		(b)	may
                                         consider incidental or conducive to any of the rights or powers conferred on a Receiver
                                         under or by virtue of this deed or law; or



 


		(c)	lawfully
                                         may or can do as agent for the Chargor.



 


		13.	Delegation



 


		13.1	Delegation



 


PGT
or any Receiver may delegate (either generally or specifically) by power of attorney or in any other manner to any person any
right, power, authority or discretion conferred on it by this deed (including the power of attorney granted under clause 17.1).


 


		13.2	Terms



 


PGT
and each Receiver may make a delegation on the terms and conditions (including the power to sub-delegate) that it thinks fit.


 


		13.3	Liability



 


Neither
PGT nor any Receiver shall be in any way liable or responsible to the Chargor for any loss or liability arising from any act,
default, omission or misconduct on the part of any Delegate.


 






    16


     


    


 


		14.	Application
                                         of proceeds



 





		14.1	Order
of application of proceeds


 


All
monies received or recovered by PGT, a Receiver or a Delegate under this deed or in connection with the realisation or enforcement
of all or part of the security constituted by this deed (other than sums received under any Insurance Policy), shall (subject
to the claims of any person having prior rights and by way of variation of the LPA 1925) be applied in the following order of
priority (but without prejudice to PGT’s right to recover any shortfall from the Chargor):


 


		(a)	in
                                         or towards payment of all costs, liabilities, charges and expenses incurred by or on
                                         behalf of PGT (and any Receiver, Delegate, attorney or agent appointed by it) under or
                                         in connection with this deed, and of all remuneration due to any Receiver under or in
                                         connection with this deed;



 


		(b)	in
                                         or towards payment of the Outstanding Indebtedness in any order and manner that PGT determines;
                                         and



 


		(c)	in
                                         payment of the surplus (if any) to the Chargor or other person entitled to it.



 


		14.2	Appropriation



 


Neither
PGT, any Receiver nor any Delegate shall be bound (whether by virtue of section 109(8) of the LPA 1925, which is varied accordingly,
or otherwise) to pay or appropriate any receipt or payment first towards interest rather than principal or otherwise in any particular
order between any of the Outstanding Indebtedness.


 


		14.3	Suspense
account



 


All
monies received by PGT, a Receiver or a Delegate under this deed (other than sums received under any Insurance Policy that are
not going to be applied in or towards discharge of the Outstanding Indebtedness):


 


		(a)	may,
                                         at the discretion of PGT, Receiver or Delegate, be credited to a suspense account;



 


		(b)	shall
                                         bear interest, if any, at the rate agreed in writing between PGT and the Chargor; and



 


		(c)	may
                                         be held in that account for so long as PGT, Receiver or Delegate thinks fit.



 


		15.	Costs
                                         and indemnity



 


		15.1	Costs



 


The
Chargor shall, within five Business Days of demand, pay to, or reimburse, PGT and any Receiver, on a full indemnity basis, all
costs, charges, expenses, taxes and liabilities of any kind (including, without limitation, legal, printing and out-of-pocket
expenses) incurred by PGT, any Receiver or any Delegate in connection with:


 


		(a)	this
                                         deed or the Secured Assets;



 


		(b)	taking,
                                         holding, protecting, perfecting, preserving or enforcing (or attempting to do so) any
                                         of PGT’s, a Receiver’s or a Delegate’s rights under this deed; or



 




    17


     


    

 


		(c)	taking
                                         proceedings for, or recovering, any of the Outstanding Indebtedness,



 


together
with interest, which shall accrue and be payable (without the need for any demand for payment being made) from the date on which
the relevant cost, charge, expense, tax or liability arose until full discharge of that cost, charge, expense, tax or liability
(whether before or after judgment, liquidation, winding-up or administration of the Chargor) at the rate and in the manner specified
in the Agreements.


 


		15.2	Indemnity



 


		(a)	The
                                         Chargor shall indemnify PGT, each Receiver and each Delegate, and their respective employees
                                         and agents against all liabilities, costs, expenses, damages and losses (including but
                                         not limited to any direct, indirect or consequential losses, loss of profit, loss of
                                         reputation and all interest, penalties and legal costs (calculated on a full indemnity
                                         basis) and all other professional costs and expenses) suffered or incurred by any of
                                         them arising out of or in connection with:



 


		(i)	the
                                         exercise or purported exercise of any of the rights, powers, authorities or discretions
                                         vested in them under this deed or by law in respect of the Secured Assets;



 


		(ii)	taking,
                                         holding, protecting, perfecting, preserving or enforcing (or attempting to do so) the
                                         security constituted by this deed; or



 


		(iii)	any
                                         default or delay by the Chargor in performing any of its obligations under this deed.



 


		(b)	Any
                                         past or present employee or agent may enforce the terms of this clause 15.2
                                         subject to and in accordance with the provisions of the Contracts (Rights of Third
                                         Parties) Act 1999.



 


		16.	Further
                                         assurance



 


		16.1	Further
assurance



 


The
Chargor shall promptly, at its own expense, take whatever action PGT or any Receiver may reasonably require for:


 


		(a)	creating,
                                         perfecting or protecting the security created or intended to be created by this deed;



 


		(b)	facilitating
                                         the realisation of any Secured Asset; or



 


		(c)	facilitating
                                         the exercise of any right, power, authority or discretion exercisable by PGT or any Receiver
                                         in respect of any Secured Asset,



 


including,
without limitation the execution of any mortgage, transfer, conveyance, assignment or assurance of all or any of the assets
forming part of (or intended to form part of) the Secured Assets (whether to PGT or to its nominee) and the giving of any
notice, order or direction and the making of any filing or registration which, in any such case, PGT may consider
necessary or desirable.


 




    18


     


    

 


		17.	Power
                                         of attorney



 


		17.1	Appointment
of attorneys



 


By
way of security, the Chargor irrevocably appoints PGT, every Receiver and every Delegate separately to be the attorney of the
Chargor and, in its name, on its behalf and as its act and deed, to execute any documents and do any acts and things that:


 


		(a)	the
                                         Chargor is required to execute and do under this deed; or



 


		(b)	any
                                         attorney deems proper or desirable in exercising any of the rights, powers, authorities
                                         and discretions conferred by this deed or by law on PGT, any Receiver or any Delegate.



 


		17.2	Ratification
of acts of attorneys



 


The
Chargor ratifies and confirms, and agrees to ratify and confirm, anything that any of its attorneys may do in the proper and lawful
exercise, or purported exercise, of all or any of the rights, powers, authorities and discretions referred to in clause 17.1.


 


		18.	Release



 


Subject
to clause 19.3, at the end of the Security Period, PGT shall, at the request and
cost of the Chargor, take whatever action is necessary to:


 


		(a)	release
                                         the Secured Assets from the security constituted by this deed; and



 


		(b)	reassign
                                         the Secured Assets to the Chargor.



 


		19.	Further
                                         provisions



 


		19.1	Independent
security



 


The
security constituted by this deed shall be in addition to, and independent of, any other security or guarantee that PGT may hold
for any of the Outstanding Indebtedness at any time. No prior security held by PGT over the whole or any part of the Secured Assets
shall merge in the security created by this deed.


 


		19.2	Continuing
security



 


The
security constituted by this deed shall remain in full force and effect as a continuing security for the Outstanding Indebtedness,
despite any settlement of account, or intermediate payment, or other matter or thing, unless and until PGT discharges this deed
in writing.


 




    19


     


    

 





		19.3	Discharge
conditional


 


Any
release, discharge or settlement between the Chargor and PGT shall be deemed conditional on no payment or security received by
PGT in respect of the Outstanding Indebtedness being avoided, reduced or ordered to be refunded under any law relating to insolvency,
bankruptcy, winding-up, administration, receivership or otherwise. Despite any such release, discharge or settlement:


 


		(a)	PGT
                                         or its nominee may retain this deed and the security created by or under it, including
                                         all certificates and documents relating to the whole or any part of the Secured Assets,
                                         for any period that PGT deems necessary to provide PGT with security against any such
                                         avoidance, reduction or order for refund; and



 


		(b)	PGT
                                         may recover the value or amount of such security or payment from the Chargor subsequently
                                         as if the release, discharge or settlement had not occurred.



 


		19.4	Consolidation



 


The
restriction on the right of consolidation contained in section 93 of the LPA 1925 shall not apply to this deed.


 


		19.5	Small
company moratorium



 


Notwithstanding
anything to the contrary in this deed, neither the obtaining of a moratorium by the Chargor under schedule A1 to the Insolvency
Act 1986 nor the doing of anything by the Chargor with a view to obtaining such a moratorium (including any preliminary decision
or investigation) shall be, or be construed as:


 


		(a)	an
                                         event under this deed which causes any floating charge created by this deed to crystallise;



 


		(b)	an
                                         event under this deed which causes any restriction which would not otherwise apply to
                                         be imposed on the disposal of any property by the Chargor; or



 


		(c)	a
                                         ground under this deed for the appointment of a Receiver.



 


		20.	Miscellaneous



 


Clauses
13 to 21 of the Facility Agreement shall apply to this agreement as if they were expressly incorporated in this Agreement with
any necessary modifications


 


This
document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.


 




    20


     


    

 


AS
WITNESS the parties hereto have entered into this deed the day and year first before written.





 


	SIGNED
    and DELIVERED as a DEED	)	

                                                                                

	 	 
	by      	)
	 	 
	duly authorised
    for and on behalf of	)
	 	 
	PACIFIC
    GREEN INNOERGY TECHNOLOGIES LIMITED	)
	 	 
	in the presence
    of:	)


 


 


 


	SIGNED
    and DELIVERED as a DEED	)	
	 	 	 
	by Scott
    Poulter	)
	 	 
	duly authorised
    for and on behalf of	)
	 	 
	PACIFIC
    GREEN TECHNOLOGIES INC.	)
	 	 
	in the presence
    of:	)
	 	 
	Francesca
    Norman	 
	59 Mansell
    St	 
	London	 
	E1 8AN	 


 


 


21