Exhibit 10.1


 





Share
Exchange AGREEMENT


THIS AGREEMENT is made effective as
of the ___ day of ________, 2012


AMONG:


PACIFIC GREEN TECHNOLOGIES INC.,
a Delaware corporation of 5205 Prospect Road, Suite 135-226, San Jose, CA 95129


(“PGT”)


AND:


THE UNDERSIGNED SHAREHOLDERS OF ENVIROTECHNOLOGIES
INC. AS LISTED ON Schedule 1 ATTACHED
HERETO


(the “Selling Shareholders”)


WHEREAS:


	A.	The Selling Shareholders are the registered and beneficial owners of certain issued and outstanding
shares in the capital of EnviroTechnologies, Inc. (“Enviro”);



	B.	PGT has agreed to issue common shares in the capital of PGT as of the Closing Date, as defined
herein, to the Selling Shareholders as consideration for the purchase by PGT of the issued and outstanding common shares of Enviro
held by the Selling Shareholders; and



	C.	Upon the terms and subject to the conditions set forth in this Agreement, the Selling Shareholders
have agreed to sell all of the issued and outstanding common shares of Enviro held by the Selling Shareholders to PGT in exchange
for common shares of PGT.



THEREFORE, in consideration of
the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties covenant and agree as follows:


	1.	DEFINITIONS



	1.1	Definitions



The following terms have the following
meanings, unless the context indicates otherwise:


		(a)	“Agreement” shall mean this Agreement, and all the exhibits, schedules and other
documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;



		(b)	“Closing” shall mean the completion of the Transaction, in accordance with Section
6 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically
required to be exchanged at a later time;



  



    

     

    
		(c)	“Closing Date” shall mean a date mutually agreed upon by the parties hereto
in writing and in accordance with Section 9.6 following the satisfaction or waiver by PGT and Enviro of the conditions precedent
set out in Sections 5.1 and 5.2 respectively;



		(d)	“Closing Documents” shall mean the papers, instruments and documents required
to be executed and delivered at the Closing pursuant to this Agreement;



		(e)	“Exchange Act” shall mean the United States Securities Exchange Act of 1934,
as amended;



		(f)	“GAAP” shall mean United States generally accepted accounting principles applied
in a manner consistent with prior periods;



		(g)	“Liabilities” shall include any direct or indirect indebtedness, guaranty, endorsement,
claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate
or inchoate, liquidated or unliquidated, secured or unsecured;



		(h)	“Enviro Shares” shall mean the certain common shares of Enviro held by the Selling
Shareholders, consisting of the issued and outstanding common shares of Enviro beneficially held, either directly or indirectly,
by the Selling Shareholders;



		(i)	“PGT Shares” shall mean the fully paid and non-assessable common shares of PGT,
to be issued to the Selling Shareholders by PGT on the Closing Date;



		(j)	“SEC” shall mean the Securities and Exchange Commission;



		(k)	“Securities Act” shall mean the United States Securities Act of 1933, as amended;



		(l)	“Taxes” shall include international, federal, state, provincial and local income
taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs,
duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the
designated party or the business of the designated party for all periods up to and including the Closing Date, together with any
related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and



		(m)	“Transaction” shall mean the purchase of the Enviro Shares by PGT from the Selling
Shareholders in consideration for the issuance of the PGT Shares.



	1.2	Schedules



The following schedules are
attached to and form part of this Agreement:


	Schedule 1	–	Selling Shareholders
	Schedule 1A	–	Execution Page of Selling Shareholders
	Schedule 2A	–	Certificate of Non-U.S. Shareholder
	Schedule 2B	–	Certificate of U.S Shareholder


	1.3	Currency



All references to currency referred
to in this Agreement are in United States Dollars (US$), unless expressly stated otherwise.

 



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	2.	THE OFFER, PURCHASE AND Sale of Shares



	2.1	Offer, Purchase and Sale of Shares



Subject to the terms and conditions
of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to PGT, and PGT hereby covenants
and agrees to purchase from the Selling Shareholders all of the Enviro Shares held by the Selling Shareholders.


	2.2	Consideration



As consideration for the sale
of the Enviro Shares by the Selling Shareholders to PGT, PGT shall allot and issue the PGT Shares to the Selling Shareholders in
the amount set out opposite each Selling Shareholder’s name in Schedule 1. The Selling Shareholders acknowledge and agree
that the PGT Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities
Act. As required by applicable securities law, the Selling Shareholders agree to abide by all applicable resale restrictions and
hold periods imposed by all applicable securities legislation. All certificates representing the PGT Shares issued on Closing will
be endorsed with one of the following legends pursuant to the Securities Act in order to reflect the fact that the PGT Shares will
be issued to the Selling Shareholders pursuant to an exemption from the registration requirements of the Securities Act:


For Selling Shareholders not resident
in the United States:


“THE SECURITIES REPRESENTED
HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (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, MAY NOT BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT.”


For Selling Shareholders resident
in the United States:


“NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S.
STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS
DEFINED HEREIN) OR TO U.S. PERSONS 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. IN
ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”


 



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		2.3	Share Exchange Procedure



Each Selling Shareholder may exchange
his, her or its certificate representing the Enviro Shares by delivering such certificate to PGT duly executed and endorsed in
blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with
signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto
and with appropriate instructions to allow the transfer agent to issue certificates for the PGT Shares to the holder thereof, together
with:


		(a)	if the Selling Shareholder is not resident in the United States, a Certificate of Non-U.S. Shareholder
(the “Regulation S Certificate”), a copy of which is set out in Schedule 2A; and



		(b)	if the Selling Shareholder is resident in the United States, a Certificate of U.S. Shareholder
(the “Rule 506 Certificate”), a copy of which is set out in Schedule 2B.



(collectively,
the “Questionnaires”)


	2.4	Fractional Shares



Notwithstanding any other provision
of this Agreement, no certificate for fractional shares of the PGT Shares will be issued in the Transaction. In lieu of any such
fractional shares, if any of the Selling Shareholders would otherwise be entitled to receive a fraction of a share of the PGT Shares
upon surrender of certificates representing the Enviro Shares for exchange pursuant to this Agreement, the Selling Shareholders
will be entitled to have such fraction rounded up to the nearest whole number of PGT Shares and will receive from PGT a stock certificate
representing same.


	2.5	Closing Date



The Closing will take place, subject
to the terms and conditions of this Agreement, on the Closing Date.


 



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		2.6	Restricted Shares



The Selling Shareholders acknowledge
that the PGT Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are
required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to
an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in each case only in accordance with all applicable securities laws.
In addition to the foregoing, the Selling Shareholders agree that they will not sell, assign or transfer any of the PGT Shares
for a period of 12 months form the Closing Date, and that PGT may place appropriate legends on the PGT Share certificates to reflect
this restriction.


	2.7	Exemptions



The Selling Shareholders acknowledge
that PGT has advised such Selling Shareholders that PGT is relying upon the representations and warranties of the Selling Shareholders
set out in the Questionnaires to issue the PGT Shares under an exemption from the registration requirements of the Securities Act.


	3.	REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS



As of the Closing, the Selling
Shareholders, represent and warrant to PGT, and acknowledge that PGT is relying upon such representations and warranties, in connection
with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of PGT,
as follows:


	3.1	Title and Authority of Selling Shareholders.



Each of the Selling Shareholders
is and will be as of the Closing, the registered and beneficial owner of and will have good and marketable title to all of the
Enviro Common Stock held by it and will hold such free and clear of all liens, charges and encumbrances whatsoever; and such Enviro
Common Stock held by such Selling Shareholders have been duly and validly issued and are outstanding as fully paid and non-assesable
common shares in the capital of Enviro. Each of the Selling Shareholders has due and sufficient right and authority to enter into
this Agreement on the terms and conditions herein set forth and to transfer the registered, legal and beneficial title and ownership
of the Enviro Common Stock held by it.


Notwithstanding section 9.1 hereof,
the representations and warranties contained in this section shall survive Closing indefinitely.


		4.	REPRESENTATIONS AND WARRANTIES OF PGT



As of the Closing, PGT represents
and warrants to Enviro and the Selling Shareholders and acknowledges that Enviro and the Selling Shareholders are relying upon
such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding
any investigation made by or on behalf of Enviro or the Selling Shareholders, as follows:


	4.1	Organization and Good Standing



PGT is duly incorporated, organized,
validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority
to own, lease and to carry on its business as now being conducted. PGT is qualified to do business and is in good standing as a
foreign corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required
to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial
condition of PGT.






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	4.2	Authority



PGT has all requisite corporate
power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively,
the “PGT Documents”) to be signed by PGT and to perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of each of the PGT Documents by PGT and the consummation by PGT of the transactions
contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the
part of PGT is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has
been, and the other PGT Documents when executed and delivered by PGT as contemplated by this Agreement will be, duly executed and
delivered by PGT and this Agreement is, and the other PGT Documents when executed and delivered by PGT, as contemplated hereby
will be, valid and binding obligations of PGT enforceable in accordance with their respective terms, except:


		(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors’ rights generally;



		(b)	as limited by laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies; and



		(c)	as limited by public policy.



	4.3	Capitalization of PGT



The entire authorized capital
stock and other equity securities of PGT consists of  shares of common stock with a par value of $0.001 (the “PGT
Common Stock”). As of the date of this Agreement, there are  shares of PGT Common Stock issued and outstanding.


	4.4	Non-Contravention



Neither the execution, delivery
and performance of this Agreement, nor the consummation of the Transaction, will:


		(a)	conflict with, result in a violation of, cause a default under (with or without notice, lapse of
time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or
the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any
of the material properties or assets of PGT under any term, condition or provision of any loan or credit agreement, note, debenture,
bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to PGT or any of its material property or assets;



		(b)	violate any provision of the applicable incorporation or charter documents of PGT; or



		(c)	violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental
or regulatory authority applicable to PGT or any of its material property or assets.



 



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	4.5	Validity of PGT Common Stock Issuable upon the Transaction



The PGT Shares to be issued to
the Selling Shareholders upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been
duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued,
fully paid and non-assessable.


	4.6	Compliance



		(a)	To the best knowledge of PGT, PGT is in compliance with, is not in default or violation in any
material respect under, and has not been charged with or received any notice at any time of any material violation of any statute,
law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of PGT;



		(b)	To the best knowledge of PGT, PGT is not subject to any judgment, order or decree entered in any
lawsuit or proceeding applicable to its business and operations that would constitute a PGT Material Adverse Effect;



		(c)	PGT has duly filed all reports and returns required to be filed by it with governmental authorities
and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this
Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation
of any of them, and no investigation relating to any of them, is pending or to the best knowledge of PGT, threatened, and none
of them will be affected in a material adverse manner by the consummation of the Transaction; and



		(d)	PGT has operated in material compliance with all laws, rules, statutes, ordinances, orders and
regulations applicable to its business. PGT has not received any notice of any violation thereof, nor is PGT aware of any valid
basis therefore.



	4.7	Filings, Consents and Approvals



No filing or registration with,
no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person
or entity is necessary for the consummation by PGT of the Transaction contemplated by this Agreement to continue to conduct its
business after the Closing Date in a manner which is consistent with that in which it is presently conducted.


	4.8	SEC Filings



PGT has furnished or made available
to Enviro and the Selling Shareholders a true and complete copy of each report, schedule, registration statement and proxy statement
filed by PGT with the SEC (collectively, and as such documents have since the time of their filing been amended, the “PGT
SEC Documents”). As of their respective dates, the PGT SEC Documents complied in all material respects with the requirements
of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable
to such PGT SEC Documents. The PGT SEC Documents constitute all of the documents and reports that PGT was required to file with
the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder by the SEC.


 



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	4.9	Listing and Maintenance Requirements



PGT is not currently quoted on
the OTC Bulletin Board and has not, in the 12 months preceding the date hereof, received any notice from the OTC Bulletin Board
or the FINRA or any trading market to the effect that PGT would not be eligible to list or be quoted on any such trading market.


	5.	CLOSING CONDITIONS



	5.1	Conditions Precedent to Closing by PGT



The obligation of PGT to consummate
the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon
by the parties hereto in writing and in accordance with Section 9.6. The Closing of the Transaction contemplated by this Agreement
will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of PGT and may be
waived by PGT in its sole discretion.


		(a)	Representations and Warranties



The representations and warranties
of the Selling Shareholders set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date,
as though made on and as of the Closing Date.


		(b)	Performance



All of the covenants and obligations
that the Selling Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must
have been performed and complied with in all material respects.


		(c)	No Action



No suit, action, or proceeding will
be pending or threatened which would:


		(i)	prevent the consummation of any of the transactions contemplated by this Agreement; or



		(ii)	cause the Transaction to be rescinded following consummation.



		(d)	Outstanding Shares



Enviro will have no more than
 shares of Enviro Common Stock issued and outstanding on the Closing Date.


		(e)	Due Diligence Generally



PGT and its solicitors will be
reasonably satisfied with their due diligence investigation of Enviro that is reasonable and customary in a transaction of a similar
nature to that contemplated by the Transaction, including:

 



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		(i)	materials, documents and information in the possession and control of Enviro and the Selling Shareholders
which are reasonably germane to the Transaction;



		(ii)	a physical inspection of the assets of Enviro by PGT or its representatives; and



		(iii)	title to the material assets of Enviro.



		(f)	Compliance with Securities Laws



PGT will have received evidence
satisfactory to PGT that the PGT Shares issuable in the Transaction will be issuable without registration pursuant to the Securities
Act in reliance on an exemption from the registration requirements of the Securities Act provided by Regulation S and/or Regulation
D.


In order to establish the availability
of the safe harbor from the registration requirements of the Securities Act for the issuance of PGT Shares to each Selling Shareholder,
Enviro will deliver to PGT on Closing, a Regulation S Certificate or Rule 506 Certificate, as applicable, and a Questionnaire duly
executed by each Selling Shareholder.


	5.2	Conditions Precedent to Closing by the Selling Shareholders



The obligation of the Selling
Shareholders to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by
a date mutually agreed upon by the parties hereto in writing and in accordance with Section 9.6. The Closing of the Transaction
will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Selling Shareholders
and may be waived by the Selling Shareholders in their discretion.


		(a)	Representations and Warranties



The representations and warranties
of PGT set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on
and as of the Closing Date and PGT will have delivered to Enviro a certificate dated the Closing Date, to the effect that the representations
and warranties made by PGT in this Agreement are true and correct.


		(b)	Performance



All of the covenants and obligations
that PGT are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed
and complied with in all material respects. PGT must have delivered each of the documents required to be delivered by it pursuant
to this Agreement.


		(c)	Transaction Documents



This Agreement, and all other documents
necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Enviro, will
have been executed and delivered by PGT.


 



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		(d)	No Action



No suit, action, or proceeding will
be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation,
injunction or charge would result in and/or:


(i)                
prevent the consummation of any of the transactions contemplated by this Agreement; or


(ii)              
cause the Transaction to be rescinded following consummation.


		(e)	
Outstanding Shares




On the Closing Date, excluding any
shares issuable pursuant to this Agreement, PGT will have no more than 5,027,002 common shares issued and outstanding in the capital
of PGT.


		(f)	Public Market



On
the Closing Date, the shares of PGT Common Stock will be quoted on the OTCQB operated by OTCMarkets.


		(g)	Due Diligence Generally



A Selling Shareholder will be reasonably
satisfied with their respective due diligence investigation of PGT that is reasonable and customary in a transaction of a similar
nature to that contemplated by the Transaction.


	6.	CLOSING



	6.1	Closing



The Closing shall take place on
the Closing Date at the offices of the lawyers for PGT or at such other location as agreed to by the parties. Notwithstanding the
location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective
legal counsels provided such undertakings are satisfactory to each party’s respective legal counsel.


	6.2	Closing Deliveries of Enviro and the Selling Shareholders



At Closing, the Selling Shareholders
will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to PGT:


		(a)	if any of the Selling Shareholders appoint any person, by power of attorney or equivalent, to execute
this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling
Shareholder, a valid and binding power of attorney or equivalent from such Selling Shareholder;



		(b)	share certificates representing the Enviro Shares as required by Section 2.3 of this Agreement;



		(c)	certificates and other documents required by Sections 2.3 and 5.1 of this Agreement;



		(d)	any other necessary documents, each duly executed by Enviro, as required to give effect to the
Transaction;



 






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	6.3	Closing Deliveries of PGT



At Closing, PGT will deliver or
cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Enviro:


		(a)	copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors
of PGT evidencing approval of this Agreement and the Transaction;



		(b)	all confirmations and other documents required by Section 5.2 of this Agreement;



	6.4	Additional Post Closing Delivery of PGT



As soon as practicable following
Closing, PGT will deliver or cause to be delivered the share certificates representing the PGT Shares.


	7.	TERMINATION



	7.1	Termination



This Agreement may be terminated
at any time prior to the Closing Date contemplated hereby by:


		(a)	mutual agreement of PGT and a Selling Shareholder;



		(b)	PGT, if there has been a material breach by a Selling Shareholder or any of the Selling Shareholders
of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of a Selling Shareholder
or the Selling Shareholders that is not cured, to the reasonable satisfaction of PGT, within ten business days after notice of
such breach is given by PGT (except that no cure period will be provided for a breach by a Selling Shareholder or the Selling Shareholders
that by its nature cannot be cured);



		(c)	A Selling Shareholder, if there has been a material breach by PGT of any material representation,
warranty, covenant or agreement set forth in this Agreement on the part of PGT that is not cured by the breaching party, to the
reasonable satisfaction of a Selling Shareholder, within ten business days after notice of such breach is given by a Selling Shareholder
(except that no cure period will be provided for a breach by PGT that by its nature cannot be cured);



or


		(d)	PGT or a Selling Shareholder if any permanent injunction or other order of a governmental entity
of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable.



	7.2	Effect of Termination



In the event of the termination
of this Agreement as provided in Section 7.1, this Agreement will be of no further force or effect, provided, however, that no
termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful
refusal or failure to perform any obligations.

 



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	8.	INDEMNIFICATION, REMEDIES, SURVIVAL



	8.1	Certain Definitions



For the purposes of this Article
8 the terms “Loss” and “Losses” mean any and all demands, claims, actions or causes of action,
assessments, losses, damages, Liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable
attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages
suffered by PGT or Enviro including damages for lost profits or lost business opportunities.


	8.2	Agreement of the Selling Shareholders to Indemnify



The Selling Shareholders will
indemnify, defend, and hold harmless, to the full extent of the law, PGT and its shareholders from, against, and in respect of
any and all Losses asserted against, relating to, imposed upon, or incurred by PGT and its shareholders by reason of, resulting
from, based upon or arising out of:


		(a)	any breach by the Selling Shareholders of Section 2.2 of this Agreement; or



		(b)	any misstatement, misrepresentation or breach of the representations and warranties made by the
Selling Shareholders contained in or made pursuant to the Regulation S Certificate, Rule 506 Certificate or the Questionnaire executed
by each Selling Shareholder as part of the share exchange procedure detailed in Section 2.3 of this Agreement.



		8.3	Agreement of PGT to Indemnify



PGT will indemnify, defend, and
hold harmless, to the full extent of the law, the Selling Shareholders from, against, for, and in respect of any and all Losses
asserted against, relating to, imposed upon, or incurred by the Selling Shareholders by reason of, resulting from, based upon or
arising out of:


		(a)	the breach by PGT of any representation or warranty of PGT contained in or made pursuant to this
Agreement, any PGT Document or any certificate or other instrument delivered pursuant to this Agreement; or



		(b)	the breach or partial breach by PGT of any covenant or agreement of PGT made in or pursuant to
this Agreement, any PGT Document or any certificate or other instrument delivered pursuant to this Agreement.



	9.	MISCELLANEOUS PROVISIONS



	9.1	Effectiveness of Representations; Survival



Each party is entitled to rely
on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement
will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated
in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing
Date and continue in full force and effect until one (1) year after the Closing Date.

 



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	9.2	Further Assurances



Each of the parties hereto will
co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such
other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and
confirm the intended purposes of this Agreement.


	9.3	Amendment



This Agreement may not be amended
except by an instrument in writing signed by each of the parties.


		9.4	Expenses



PGT will bear all costs incurred
in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby, including
all fees and expenses of agents, representatives and accountants; provided that PGT and Enviro will bear its respective legal costs
incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby.


	9.5	Entire Agreement



This Agreement, the schedules
attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed
or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.


	9.6	Notices



All notices and other communications
required or permitted under this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with
electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt
requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as will be specified
by like notice):


If to any of the Selling Shareholders:


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Attention:    ♦	 
	 	Telephone:   ♦	 






    12 


     

    




If to PGT:


c/o Macdonald Tuskey, Corporate
and Securities Lawyers

Barristers & Solicitors

Suite 400 – 570 Granville Street

Vancouver, British Columbia

Canada V6C 3P1



Attention:Bill Macdonald

Telephone:(604) 648-1670

Facsimile:(604) 681-4760


All such notices and other communications
will be deemed to have been received:


		(a)	in the case of personal delivery, on the date of such delivery;



		(b)	in the case of a fax, when the party sending such fax has received electronic confirmation of its
delivery;



		(c)	in the case of delivery by internationally-recognized express courier, on the business day following
dispatch; and



		(d)	in the case of mailing, on the fifth business day following mailing.



	9.7	Independent Legal Advice. 



Each Selling Shareholder acknowledges
that:


		(a)	this Agreement was prepared by counsel for PGT;



		(b)	counsel received instructions from PGT and does not represent the Selling Shareholder;



		(c)	the Selling Shareholder has been requested to obtain his own independent legal advice on this Agreement
prior to signing this Agreement;



		(d)	the Selling Shareholder has been given adequate time to obtain independent legal advice;



		(e)	by signing this Agreement, the Selling Shareholder confirms that he fully understands this Agreement;
and



		(f)	by signing this Agreement without first obtaining independent legal advice, the Selling Shareholder
waives his right to obtain independent legal advice.



	9.8	Headings



The headings contained in this
Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.


	9.9	Benefits



This Agreement is and will only
be construed as for the benefit of or enforceable by those persons party to this Agreement.

 



    13 


     

    




	9.10	Assignment



This Agreement may not be assigned
(except by operation of law) by any party without the consent of the other parties.


	9.11	Governing Law



This Agreement will be governed
by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein.


	9.12	Construction



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


	9.13	Gender



All references to any party will
be read with such changes in number and gender as the context or reference requires.


		9.14	Business Days



If the last or appointed day for
the taking of any action required or the expiration of any rights granted herein shall be a Saturday, Sunday or a legal holiday
in the State of Delaware, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday,
Sunday or such a legal holiday.


	9.15	Counterparts



This Agreement may be executed
in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.


	9.16	Fax Execution



This Agreement may be executed
by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.


	9.17	Schedules and Exhibits



The schedules and exhibits are
attached to this Agreement and incorporated herein.


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


PACIFIC GREEN TECHNOLOGIES INC.

 



	Per:		 	 	 
	 	Authorized Signatory	 	 	 
	 	Name:
    		 	 
	 	Title:	 	 	 	 









    14 


     

    

Schedule
1 


TO THE SHARE EXCHANGE AGREEMENT

AMONG PACIFIC GREEN TECHNOLOGIES INC. AND THE SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


THE SELLING SHAREHOLDERS


 


	
        Ref

        No.
	Shareholder’s Name	Address	
        Number of 

        Enviro Shares 

        Held before 

        Closing
	
        Total Number of 

        PGT Shares 

        to be issued by 

        PGT on Closing

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






    Schedule
                                                                                        1 - 1


     

    






SCHEDULE 1A


TO THE SHARE EXCHANGE AGREEMENT


AMONG PACIFIC GREEN TECHNOLOGIES AND THE SELLING
SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


ACKNOWLEDGED AND AGREED TO THIS day
of , 2012, BY:


________________________________________________


(Name of Subscriber – Please type or
print)


Per:


 


________________________________________________


(Signature of Authorized Signatory)


________________________________________________


(Name of Authorized Signatory)


________________________________________________


(Office of Authorized Signatory)


________________________________________________


(Address of Subscriber)


________________________________________________


(City, State or Province, Postal Code of Subscriber)


________________________________________________

(Country of Subscriber)


________________________________________________

(Telephone number of Subscriber)


________________________________________________






    Schedule
                                                                                        1A - 1


     

    












Schedule
2A


TO THE SHARE EXCHANGE AGREEMENT

AMONG PACIFIC GREEN TECHNOLOGIES INC., AND THE SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


CERTIFICATE OF NON-U.S. SHAREHOLDER


In connection with the issuance of common
stock (the “PGT Shares”) of PACIFIC GREEN TECHNOLOGIES INC., a Delaware corporation (“PGT”), to the undersigned,
pursuant to that certain Share Exchange Agreement dated , 2012 (the “Agreement”), among PGT, and the shareholders of
Enviro as set out in the Agreement (each, a “Selling Shareholder”), the undersigned Selling Shareholder hereby agrees,
acknowledges, represents and warrants that:


1.the undersigned
is not a “U.S. Person” as such term is defined by Rule 902 of Regulation S under the United States Securities Act of
1933, as amended (“U.S. Securities Act”) (the definition of which includes, but is not limited to, an individual resident
in the U.S. and an estate or trust of which any executor or administrator or trust, respectively is a U.S. Person and any partnership
or corporation organized or incorporated under the laws of the U.S.);


2.none of the
PGT Shares have been or will be registered under the U.S. Securities Act, or under any state securities or “blue sky”
laws of any state of the United States, and may not be offered or sold in the United States or, directly or indirectly, to U.S.
Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable
state and foreign securities laws;


3.the Selling
Shareholder understands and agrees that offers and sales of any of the PGT Shares prior to the expiration of a period of one year
after the date of original issuance of the PGT Shares (the one year period hereinafter referred to as the “Distribution Compliance
Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the
registration provisions of the U.S. Securities Act or an exemption therefrom, and that all offers and sales after the Distribution
Compliance Period shall be made only in compliance with the registration provisions of the U.S. Securities Act or an exemption
therefrom and in each case only in accordance with applicable state and foreign securities laws;


4.the Selling
Shareholder understands and agrees not to engage in any hedging transactions involving any of the PGT Shares unless such transactions
are in compliance with the provisions of the U.S. Securities Act and in each case only in accordance with applicable state and
provincial securities laws;


5.the Selling
Shareholder is acquiring the PGT Shares for investment only and not with a view to resale or distribution and, in particular, it
has no intention to distribute either directly or indirectly any of the PGT Shares in the United States or to U.S. Persons;


6.the Selling
Shareholder has not acquired the PGT Shares as a result of, and will not itself engage in, any directed selling efforts (as defined
in Regulation S under the U.S. Securities Act) in the United States in respect of the PGT Shares which would include any activities
undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United
States for the resale of any of the PGT Shares; provided, however, that the Selling Shareholder may sell or otherwise dispose
of the PGT Shares pursuant to registration thereof under the U.S. Securities Act and any applicable state and provincial securities
laws or under an exemption from such registration requirements;

 



    Schedule
                                                                                        2A - 1


     

    




7.the statutory
and regulatory basis for the exemption claimed for the sale of the PGT Shares, although in technical compliance with Regulation
S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the U.S. Securities
Act or any applicable state and provincial securities laws;


8.PGT has not
undertaken, and will have no obligation, to register any of the PGT Shares under the U.S. Securities Act;


9.PGT is entitled
to rely on the acknowledgements, agreements, representations and warranties and the statements and answers of the Selling Shareholder
contained in the Agreement and this Certificate, and the Selling Shareholder will hold harmless PGT from any loss or damage either
one may suffer as a result of any such acknowledgements, agreements, representations and/or warranties made by the Selling Shareholder
not being true and correct;


10.the undersigned
has been advised to consult their own respective legal, tax and other advisors with respect to the merits and risks of an investment
in the PGT Shares and, with respect to applicable resale restrictions, is solely responsible (and PGT is not in any way responsible)
for compliance with applicable resale restrictions;


11.the undersigned
and the undersigned’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from PGT in connection
with the acquisition of the PGT Shares under the Agreement, and to obtain additional information, to the extent possessed or obtainable
by PGT without unreasonable effort or expense;


12.the books
and records of PGT were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the
undersigned during reasonable business hours at its principal place of business and that all documents, records and books in connection
with the acquisition of the PGT Shares under the Agreement have been made available for inspection by the undersigned, the undersigned’s
attorney and/or advisor(s);


13.the undersigned:


		(a)	is knowledgeable of, or has been independently advised as to, the applicable securities laws of
the securities regulators having application in the jurisdiction in which the undersigned is resident (the “International
Jurisdiction”) which would apply to the acquisition of the PGT Shares;



		(b)	the undersigned is acquiring the PGT Shares pursuant to exemptions from prospectus or equivalent
requirements under applicable securities laws or, if such is not applicable, the undersigned is permitted to acquire the PGT Shares
under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on
any exemptions;



		(c)	the applicable securities laws of the authorities in the International Jurisdiction do not require
PGT to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the
International Jurisdiction in connection with the issue and sale or resale of the PGT Shares; and



 






    Schedule
                                                                                        2A - 2


     

    

 


		(d)	the acquisition of the PGT Shares by the undersigned does not trigger:



		(i)	any obligation to prepare and file a prospectus or similar document, or any other report with respect
to such purchase in the International Jurisdiction; or



		(ii)	any continuous disclosure reporting obligation of PGT in the International Jurisdiction; and



the undersigned will, if requested
by PGT, deliver to PGT a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters
referred to in Sections 13(c) and 13(d) above to the satisfaction of PGT, acting reasonably;


14.the undersigned
(i) is able to fend for itself in connection with the acquisition of the PGT Shares; (ii) has such knowledge and experience in
business matters as to be capable of evaluating the merits and risks of its prospective investment in the PGT Shares; and (iii)
has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;


15.the undersigned
is not aware of any advertisement of any of the PGT Shares and is not acquiring the PGT Shares 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;


16.no person
has made to the undersigned any written or oral representations:


		(a)	that any person will resell or repurchase any of the PGT Shares;



		(b)	that any person will refund the purchase price of any of the PGT Shares;



		(c)	as to the future price or value of any of the PGT Shares; or



		(d)	that any of the PGT Shares 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 PGT Shares on any stock exchange or automated
dealer quotation system, except that currently certain market makers make market in the common shares of PGT on the OTCQB;



17.the undersigned
is outside the United States when receiving and executing this Agreement and is acquiring the PGT Shares as principal for their
own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in
whole or in part, and no other person has a direct or indirect beneficial interest in the PGT Shares;


18.neither the
SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the PGT Shares;


19.the PGT Shares
are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States;


20.the undersigned
acknowledges and agrees that PGT shall refuse to register any transfer of PGT Shares not made in accordance with the provisions
of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration
under the U.S. Securities Act;

 



    Schedule
                                                                                        2A - 3


     

    




21.the undersigned
understands and agrees that the PGT Shares will bear the following legend:


“THE SECURITIES REPRESENTED
HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (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, MAY NOT BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT.”


22.the
address of the undersigned included herein is the sole address of the undersigned as of the date of this certificate.


IN WITNESS WHEREOF, I have executed
this Certificate of Non-U.S. Shareholder.



 
 ________________________________________________              Date:___________________________,
2012
 Signature


________________________________________________

Print Name

________________________________________________

Title (if applicable)



________________________________________________

Address


________________________________________________












    Schedule
                                                                                        2A - 4


     

    

SCHEDULE 2B


TO THE SHARE EXCHANGE AGREEMENT

AMONG PACIFIC GREEN TECHNOLOGIES INC., AND THE SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT



CERTIFICATE OF
U.S. SHAREHOLDER


In connection with the issuance of common
stock (the “PGT Shares”) of PACIFIC GREEN TECHNOLOGIES INC., a Delaware corporation (“PGT”), to the undersigned,
pursuant to that certain Share Exchange Agreement dated , 2012 (the “Agreement”), among PGT, and the shareholders of
Enviro as set out in the Agreement (each, a “Selling Shareholder”), the undersigned Selling Shareholder hereby agrees,
acknowledges, represents and warrants that:


1.the undersigned
satisfies one or more of the categories of "Accredited Investors", as defined by Regulation D promulgated under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”), as indicated below: (Please initial
in the space provide those categories, if any, of an "Accredited Investor" which the undersigned satisfies.)

 


	 _____	  Category
1	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts
or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess
of US $5,000,000.
	 	 	 
	_____	  Category
2	A natural person whose individual net worth, or joint net worth with that person's spouse, on the date of purchase exceeds
US $1,000,000, excluding the value of such person’s primary residence.
	 	 	 
	_____	  Category
3	A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint
income with that person's spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching
the same income level in the current year.
	 	 	 
	_____	  Category
4	A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution
as defined in Section 3(a)(5)(A) of the Securities Act acting in its individual or fiduciary capacity; a broker dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13)
of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business
development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a
plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency
or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within
the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by
a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance
company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed
plan, whose investment decisions are made solely by persons that are accredited investors.



 



    Schedule
                                                                                        2B - 1


     

    




	 	 	 
	_____	  Category
5	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940
(United States).
	 	 	 
	_____	  Category
6	A director or executive officer of the Company.
	 	 	 
	_____	  Category
7	A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase
is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act.
	 	 	 
	_____	  Category
8	An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.



Note that for any of the Selling
Shareholders claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with
a balance sheet, prior years' federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber's
status as an Accredited Investor.


If the Selling
Shareholder is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name,
address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings
and personal automobiles) for each equity owner of the said entity:


__________________________________________________________________________________


2.     none of the
PGT Shares have been or will be registered under the U.S. Securities Act, or under any state securities or “blue sky”
laws of any state of the United States, and may not be offered or sold in the United States or, directly or indirectly, to U.S.
Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable
state and foreign securities laws;


3.     the Selling
Shareholder understands and agrees that offers and sales of any of the PGT Shares shall be made only in compliance with the registration
provisions of the U.S. Securities Act or an exemption therefrom and in each case only in accordance with applicable state and foreign
securities laws;


4.     the Selling
Shareholder understands and agrees not to engage in any hedging transactions involving any of the PGT Shares unless such transactions
are in compliance with the provisions of the U.S. Securities Act and in each case only in accordance with applicable state and
provincial securities laws;


5.     the Selling
Shareholder is acquiring the PGT Shares for investment only and not with a view to resale or distribution and, in particular, it
has no intention to distribute either directly or indirectly any of the PGT Shares in the United States or to U.S. Persons;


6.     PGT has not
undertaken, and will have no obligation, to register any of the PGT Shares under the U.S. Securities Act;


7.     PGT
is entitled to rely on the acknowledgements, agreements, representations and warranties and the statements and answers of the
Selling Shareholder contained in the Agreement and this Certificate, and the Selling Shareholder will hold harmless PGT from any
loss or damage either one may suffer as a result of any such acknowledgements, agreements, representations and/or warranties made
by the Selling Shareholder not being true and correct;

 



    Schedule
                                                                                        2B - 2


     

    




8.     the undersigned
has been advised to consult their own respective legal, tax and other advisors with respect to the merits and risks of an investment
in the PGT Shares and, with respect to applicable resale restrictions, is solely responsible (and PGT is not in any way responsible)
for compliance with applicable resale restrictions;


9.     the undersigned
and the undersigned’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from PGT in connection
with the acquisition of the PGT Shares under the Agreement, and to obtain additional information, to the extent possessed or obtainable
by PGT without unreasonable effort or expense;


10.     the books
and records of PGT were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the
undersigned during reasonable business hours at its principal place of business and that all documents, records and books in connection
with the acquisition of the PGT Shares under the Agreement have been made available for inspection by the undersigned, the undersigned’s
attorney and/or advisor(s);


11.     the undersigned:


		(a)	is knowledgeable of, or has been independently advised as to, the applicable securities laws of
the securities regulators having application in the jurisdiction in which the undersigned is resident (the “International
Jurisdiction”) which would apply to the acquisition of the PGT Shares;



		(b)	the undersigned is acquiring the PGT Shares pursuant to exemptions from prospectus or equivalent
requirements under applicable securities laws or, if such is not applicable, the undersigned is permitted to acquire the PGT Shares
under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on
any exemptions;



		(c)	the applicable securities laws of the authorities in the International Jurisdiction do not require
PGT to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the
International Jurisdiction in connection with the issue and sale or resale of the PGT Shares; and



		(d)	the acquisition of the PGT Shares by the undersigned does not trigger:



		(i)	any obligation to prepare and file a prospectus or similar document, or any other report with respect
to such purchase in the International Jurisdiction; or



		(ii)	any continuous disclosure reporting obligation of PGT in the International Jurisdiction; and



the undersigned will, if requested
by PGT, deliver to PGT a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters
referred to in Sections 11(c) and 11(d) above to the satisfaction of PGT, acting reasonably;


12.     the
undersigned (i) is able to fend for itself in connection with the acquisition of the PGT Shares; (ii) has such knowledge and experience
in business matters as to be capable of evaluating the merits and risks of its prospective investment in the PGT Shares; and (iii)
has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;







    Schedule
                                                                                        2B - 3


     

    

 13.     the
undersigned is not aware of any advertisement of any of the PGT Shares and is not acquiring the PGT Shares 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;


14.     no person
has made to the undersigned any written or oral representations:


		(a)	that any person will resell or repurchase any of the PGT Shares;



		(b)	that any person will refund the purchase price of any of the PGT Shares;



		(c)	as to the future price or value of any of the PGT Shares; or



		(d)	that any of the PGT Shares 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 PGT Shares on any stock exchange or automated
dealer quotation system, except that currently certain market makers make market in the common shares of PGT on the OTCQB;



15.    the undersigned
is acquiring the PGT Shares as principal for their own account, for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest
in the PGT Shares;


16.    neither the
SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the PGT Shares;


17.    the undersigned
acknowledges and agrees that PGT shall refuse to register any transfer of PGT Shares not made in accordance with the provisions
of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration
under the U.S. Securities Act;


18.    the undersigned
understands and agrees that the PGT Shares will bear the following legend:


“NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S.
STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS
DEFINED HEREIN) OR TO U.S. PERSONS 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. IN
ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”


19.    the
address of the undersigned included herein is the sole address of the undersigned as of the date of this certificate.


IN WITNESS WHEREOF, I have executed
this Certificate of U.S. Shareholder.






________________________________________________      Date:_____________________________, 2012

Signature


________________________________________________

Print Name



________________________________________________

Title (if applicable)



________________________________________________

Address


________________________________________________

SSN/Tax ID


 




Schedule 2B - 4