Exhibit






EXHIBIT 4.37


DATED 30 NOVEMBER 2018
























(1)  SCORPIO BULKERS  INC.


(2)  PACIFIC GREEN  MARINE  TECHNOLOGIES INC.











AGREEMENT TO SUPPLY THE ENVI-MARINETM SYSTEM TO UP TO 46 VESSELS














THIS AGREEMENT IS MADE THIS DAY ON  30 NOVEMBER, 2018


BY AND BETWEEN:


SCORPIO BULKERS  INC., a corporation incorporated in the Marshall Islands and having its registered address at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands (the "Buyer"); and and
PACIFIC GREEN MARINE  TECHNOLOGIES INC., a corporation incorporated in Delaware, USA, and having its registered office at 3500 S.  Du Pont Highway, Dover, Kent County  19901, Delaware, USA (the "Seller" and together, the Buyer and the Seller are the "Parties" and each a "Party").


WHEREAS


(A)    The parent company of the Seller owns patented emission control technology called ENVI-MarineTM exhaust gas cleaning system which is capable of removing sulphur dioxide and other acid gases from exhaust gas emissions to a level that meets the current regulatory requirements of the Environmental Protection Agency and the International Maritime Organization on sulphur emissions as at the date of this Agreement and as contemplated by the stricter regulations to be enforced as of 1   January 2020.


(B)     The Buyer, on behalf of itself and its clients, wishes the Seller to supply the System for installation on board a number of vessels (hereinafter referred to as the "Vessels"  and each a "Vessel")  to be nominated pursuant to the terms and conditions of this Agreement and documented pursuant to individual Purchase Agreements (as defined below).


(C)     The  Seller  will  contract  with  PowerChina  SPEM  Company  Limited  ("PowerChina")  to  manufacture exclusively all of the parts comprising the System and arrange for delivery of each System OAP Yard,  as hereinafter defined.


(D)   This Agreement including its Schedules and Appendices and any Purchase Agreements (together, the "Agreement")  constitutes a contract for (i) the reservation of the Production Slots  (as defined below) for the benefit of the Buyer;  (ii) delivery by the  Seller of each System OAP Yard (as defined below);  and (iii) performance by the Seller of the Services (as defined below).


(E)     For each Nominated Vessel, the Seller agrees to deliver the System and to perform the Services subject to the terms and conditions of this Agreement and the relevant Purchase Agreement.


NOW IT IS HEREBY  AGREED  as follows:


1.         Definitions  and Interpretation


1.1      In this Agreement and the recitals the following words and expressions shall have meanings attributed to them below or, as appropriate, in the recitals above:


"2019 Pricing Curve" means the pricing curve at Appendix I of this Agreement. "2019 Systems" means Systems for Delivery in calendar year 2019.
"2020 Pricing Curve" means the pricing curve at Appendix II of this Agreement. "2020 Systems" means Systems for Delivery in calendar year 2020.














"Business  Day" means  a day on which the banks in Vancouver  and/or Monaco  and/or New York and/or the
People's Republic  of China and/or Rotterdam  are not closed.


"Commissioning" means the System, once installed on a Nominated  Vessel:  (i) performing  in accordance  with the  Technical  Specifications   and  (ii)  being  capable  of reducing  SOx  emissions  to a maximum  of  0.1 % in accordance   with  the  requirements   of MARPOL   and  this  Agreement,  as  evidenced   by  the  statement   of compliance  from a Vessel's classification society.


"Confidential  Information"  means  any information  which the disclosing  party  may provide  to the receiving party  ( or which may otherwise  come to the knowledge  of the receiving  party),  from time to time,  which the disclosing  party reasonably  considers  to be confidential  in nature,  whether  or not it is labelled  as such, and whether or not it has been disclosed  or comes to the receiving  party's knowledge  in the course of performance of this Agreement provided,  however,  Confidential  Information  will not include  (i) information  that is, at the time of disclosure,  development,  observance  or discovery  hereunder  (the "Time of Access"),  or subsequently becomes,  within the public knowledge  generally  through  no fault of the receiving  party; (ii) information that the  receiving  party  can  show  was  known  to  it  (on  a  non-confidential  basis)  as  of the  Time  of Access, independent of anything relating to the disclosing  party, its affiliates or the work or services;  (iii) information that  the  receiving  party  can  show  was  lawfully  obtained  (on  a non-confidential  basis)  from  a third  party (independent of anything  relating  to the disclosing  party,  its affiliates  or the work or services)  and that such third party lawfully obtained the information,  through no fault of the receiving  party, subsequent to the Time of Access  and  (iv) Confidential  Information  which  is required  by law,  regulation  or order  of a competent authority (including any regulatory  or governmental  body or securities exchange)  to be disclosed  by the party in question, provided that, where practicable,  the other party is given reasonable  advance notice of the intended disclosure.


"DAP Yard" means that the System will be delivered at the Yard as per Incoterms  2010 rules. "Delivery"  means delivery of a System DAP Yard and accepted by the Buyer or a Purchaser  in writing. "Delivery Date" means the date of Delivery.
"Delivery  Timeline"  means  the  time  from  nomination  of a Vessel  by  the  Buyer  in  accordance   with  this
Agreement  to the Commissioning of the relevant System, as more particularly  described in Clause 3.1.


"Design Study" means, in relation  to a 2020 Vessel, a technical  assessment  carried out (at the Buyer's option) by either the Se11er or another reputable  provider to determine  the appropriate  Technica] Specifications for the particular  System and any works or modifications required  in order to install the System on board. In case the Buyer  selects the Seller to carry out a Design  Study, the Seller shall complete  the same within 30 days  of the date that the relevant  3D scanning report is completed.


"Hybrid-ready"  is defined  by complete  engineering  of the hybrid  system  and allocation  of space  for  closed mode  equipment.  While  the closed  mode  equipment  will not be installed,  making  the  system hybrid-ready allows the Open Loop system to be upgraded to a hybrid system at a later date.


"Installation" means installation  of the System on a Nominated  Vessel at the Yard.


"Intellectual  Property"  means  any  patent,  copyright,  design  right  including  rights  in  any  secret  process, technical  know-how  or other Confidential  Information  (together  with any application  for such protection).


"MARPOL" means Annex VI (Prevention of Air Pollution from Ships) to the International  Convention for the
Prevention  of Pollution  from Ships in force as at the date of this Agreement  or announced  with a set date of














introduction.


"Nominated Delivery Date" means the relevant date specified in Schedule 4 hereto or the relevant date notified to the Seller by the Buyer in the Yard Nomination  Notice when Installation  shall occur, which date (other than as specified in Schedule 4) shall not be earlier than (i) seven (7) months after the date of the relevant Purchase Agreement  for 2019 Vessels  or (ii)  eight (8)  months  after the date of the Yard Nomination Notice  (for 2020
Vessels),  unless otherwise  agreed between the Parties.


"Nominated Vessel"  means  a Vessel  nominated  by the Buyer in accordance  with the procedure  described  in
Clause 3.1.


"Open  Loop"  shall mean  the  operating  mode  where  raw  seawater is pumped  through  the  Equipment and discharged  into the sea with a minimum of processing.  This is considered  the standard operating mode for open sea operations  subject to future changes in legislation.


"Order"  means manufacture  of the System,  delivery of the System DAP Yard and provision  of the Services  in respect of up to forty six (46) Nominated  Vessels.


"PowerChina Designated   Shipyards"   are  Huarun  Dadong  Dockyard   Co.,  Ltd.,  China,  COSCO  Shanghai
Shipyard,  COSCO Nantong  Shipyard,  COSCO Zhoushan  Shipyard,  or Chengxi Jiangjan  Shipyard.


"Production Slots"  means  the allocation  by the  Seller  and PowerChina of all necessary  time  and resources, whether  at its own premises  or at the premises  of a permitted  sub-contractor,  to provide  the  Services  and perform  its obligations  to deliver the System within the Delivery Timeline,  as ordered by the Buyer from time to time, on board up to forty six (46) Nominated  Vessels under the terms of this Agreement.


"Progress Report" is a written technical/operational report to evidence progress of the main project steps in the production,  design and delivery of a particular  System. Progress Reports  shall include such pictures, drawings, documents  and other information reasonably required by the Buyer and shall be sent to the Buyer promptly on request.


"Purchase  Agreement"  means  an agreement  for each Nominated  Vessel to be entered into between  the Seller and  the  Buyer  (or  relevant  Purchaser)   relating   to  the  delivery  by  the  Seller  of the  System  DAP  Yard substantially in the form provided  at Schedule 3.


"Purchase Price" means:


(a)  in  relation  to 2019  Vessels,  USD$ l,640,000  subject  to gas volumes  not exceeding  90,000  kg per hour, otherwise  a price  in accordance  with Appendix  I calculated  pro-rata  therefrom  based  on the Total  Output  and Technical  Specifications  agreed  for that  System.   For example,  where  the Total Output of a Nominated Vessel falls midway between X and Y, the maximum  purchase  price for that system shall be the mid-point  of the maximum  prices indicated  for Systems with Total Outputs  of X and Y, respectively;  and


(b)  in relation  to 2020  Vessels,  USD$1,490,000  subject  to gas volumes  not exceeding  90,000  kg per hour, otherwise the reference prices in Appendix  II calculated  pro-rata therefrom  based on the Total Output and Technical  Specifications  agreed for that System. For example, where the Total Output of a Nominated  Vessel  falls midway  between  X and Y, the maximum  purchase  price  for that  system shall be the mid-point  of the maximum  prices indicated  for Systems with Total Outputs  of X and Y, respectively.


"Purchaser" means a person entering into a Purchase Agreement  with the Seller, to the extent that such person














is not the Buyer.


"Scope of Supply" means the scope of supply dated  16 October 2018 appended to this Agreement  at Schedule
5.


"Services" means the design work (including, if chosen by the Buyer,  the 3-D scanning and Design  Study (if applicable)   of  a  Vessel   nominated   by   the   Buyer),   manufacture,    delivery,   testing,   programming  and Commissioning of the System  as set out in the Technical  Specifications,  supervision of the Installation,  and Training  of the Buyer (and/or the Buyer's representatives and/or crewmembers of the Vessel(s)  nominated  by the Buyer) in the operation and day-to-day maintenance of the System including  for the avoidance of doubt the Supervision  Services and any warranty work.


"Supervision  Services"  means  the  supervision  services  which  shall  consist  of the  Seller  and PowerChina providing  a minimum  of 1   technical  supervisor to the Buyer during Installation  of each System at the Yard.


"System" means, for each Nominated  Vessel, the ENVI-MarineTM exhaust gas cleaning  system, Hybrid-ready, to be installed  on the Nominated  Vessels in accordance  with the terms of this Agreement,  including  (without limitation)   all  hardware,   software,  media,  component   and  spare  parts,  fittings  and  manuals,  all  as  more particularly  described  in the Technical  Specifications.


"Technical Specifications"  means, for each System to be installed on a Nominated  Vessel, the full specifications of that  System  and  any  specifications   regarding  Installation,   including  Commissioning procedures,   to  be appended to each Purchase Agreement  on a vessel by vessel basis.


"Total  Output" means for each Nominated  Vessel,  the cumulative  output of the main engine plus one Diesel
Generator  calculated  at 85% MCR.


"Training" means the provision  by the Seller  and/or  PowerChina  of one (1) training  session per Nominated Vessel  in the operation  an day-to-day  maintenance of the  System  to ensure  familiarity with the System  in advance  of Commissioning. The Seller and/or PowerChina  may combine  one (I) training  session for two (2) Nominated  Vessels,  subject to  receiving the prior written  approval  of the Buyer  (such  approval  not  to  be unreasonably  withheld or delayed).
"Vessel Nomination  Notice" means a notice in the form set out in Schedule  I  (Vessel Nomination  Notice). "VGP"  means the Vessel General Permit For Discharges  Incidental  To The Normal  Operation  Of Vessels,  as
drafted by the United States Environmental  Protection  Agency and in force as at the date of this Agreement.


"Wuxi"  means  PowerChina' s  factory  at Wuxi  in the southern  Jiangsu  province  of China,  as visited  by the
Buyer.


"Yard" means,  for each Nominated  Vessel, one of the PowerChina  Designated  Shipyards  for Installation in accordance  with the procedure  described in Clause  3.1  and at which the Seller and PowerChina  shall provide the Supervision  Services.


"Yard Nomination  Notice" means a notice in the form set out in Schedule 2 (Yard Nomination  Notice).


1.2      Clause headings are inserted for ease of reference  only and are not to be taken into account in the construction or interpretation  of this Agreement.


1.3      Except  where the context requires otherwise,  references  in this Agreement  to the  'Buyer'  shall be deemed  to be a reference to the Buyer or its nominated  client.


















1.4      Should  there  be  any  conflict  or  inconsistency  (including  .terminology)  between  this  Agreement   and  the
Schedules  and/or Appendices,  the provisions  of this Agreement  shall prevail.


2.        Commitment


2.1     The Buyer commits  as follows:


(i)                 in order to secure  that all 2019  Systems  are manufactured at Wuxi  and the prices  stated by the Seller  in the 2019 Pricing  Curve,  the Buyer  shall place  Orders  for a minimum  of eighteen  (18) Systems  (the  "2019 Minimum Requirement") to be  supplied to Nominated  Vessels  with  the relevant Delivery Date occurring  during the calendar  year 2019 (the "2019 Vessels" as detailed in Schedule  4A (The  2019 Vessels)  as modified  or amended  from time to time) and in accordance with the terms of this Agreement  and/or the relevant  Purchase Agreement;


(ii)                in order to secure  that all 2020  Systems  are manufactured at Wuxi  and the prices  stated  by the Seller in the 2020 Pricing Curve, the Buyer shall place Orders fora minimum  of ten (10) Systems (the  "2020  Initial  Minimum Requirement")  to  be  supplied  to  Nominated   Vessels  with  the relevant  Delivery  Date  occurring  during  the  calendar  year  2020  (the  "2020 Initial Vessels"  as detailed in Schedule 4B (The 2020 Initial Vessels)  as modified  or amended from time to time) and in accordance  with the terms of this Agreement  and/or the relevant Purchase Agreement.


The Buyer shall have an option to order up to an additional eighteen  ( 18) Systems as follows:


(A)             the Buyer shall have the option (the "2020 Subsequent Option") to order a minimum  of eleven ( 11) Systems (the "2020 Subsequent Minimum Requirement") to be elected by the Buyer on or prior to 31 May 2019 (the "First 2020 Option Date") and to be supplied to Nominated Vessels with the relevant Delivery Date occurring during the calendar year
2020  (the   "2020  Subsequent  Vessels")   and  in  accordance   with  the  terms  of  this
Agreement  and/or the relevant Purchase Agreement;  and


(B)             the Buyer shall have the option (the "2020 Final  Option") to order a minimum of seven
(7)  Systems  (the  "2020  Final  Minimum Requirement"  and together  with  the  2019
Minimum    Requirement,   the   2020   Initial   Minimum   Requirement    and   the   2020
Subsequent  Minimum  Requirement,  the  "Minimum  Requirements")  to be elected  by the Buyer  on or prior to 31 August  2019 (the "Second  2020 Option Date") and to be supplied to Nominated  Vessels  with the  relevant Delivery  Date  occurring during the calendar year 2020 (the "2020 Final  Vessels"  and together with the 2020 Initial Vessels, the  elected  2020  Final  Vessels  and the  elected  2020  Subsequent  Vessels,  the  "2020
Vessels")   and  in  accordance   with  the  terms  of  this  Agreement   and/or  the  relevant
Purchase  Agreement.


The Buyer shall ( or shall procure that a Purchaser  shall) enter into Purchase  Agreements  with the Seller for each Nominated  Vessel in accordance  with this Agreement  and provided  always that the relevant Purchase Agreements:


a)   in respect  of the 2019  Vessels  and the 2020 Initial Vessels,  shall be entered  into on the date of this
Agreement;  and


b)   in respect  of the 2020 Subsequent  Vessels  and the 2020 Final Vessels  (if elected by the Buyer),  shall be entered into no later than five (5) Business Days after the relevant option has been exercised.













2.2     The Buyer agrees that within five (5) Business  Days of:


(i)                 the First 2020 Option Date  (or such other date as agreed  between  the parties),  if the Buyer  has elected  to exercise the 2020 Subsequent  Option but has not entered into  Purchase  Agreements to meet the 2020 Subsequent Minimum Requirement the 2020 Pricing Curve for the 2020 Subsequent Vessels  shall increase by seven point five per cent. (7.5%) and the Systems shall be manufactured at any factory  specified by the Seller provided  that the Seller shall use reasonable  endeavours  to ensure that the manufacture of the System shall take place at Wuxi; and/or


(ii)               the Second 2020 Option Date (or such other date as agreed between  the parties),  if the Buyer has elected  to exercise  the 2020 Final  Option but has not entered  into Purchase  Agreements to meet the 2020 Final Minimum  Requirement the 2020 Pricing  Curve  for the 2020 Final Vessels  shall increase by seven point five per cent. (7.5%) and the Systems  shall be manufactured at any factory specified  by the Seller provided  that the Seller shall use reasonable  endeavours  to ensure that the manufacture  of the System shall take place at Wuxi.


2.3     For each Nominated  Vessel, the Seller shall:


(i)    design, engineer, manufacture,  deliver DAP Yard on the Delivery  Date, supervise the Installation  of, and commission   the  System  in  accordance   with  the  terms  of this  Agreement   (including  the  Technical Specifications), the Scope of Supply and the relevant  Purchase Agreement;  and


(ii)   perform the Services in accordance  with this Agreement,  the Scope of Supply and the relevant  Purchase Agreement  (including the Technical  Specifications), in accordance  with all applicable timescales  pursuant to the terms of this Agreement  and the relevant Purchase Agreement.


2.4     The Seller  shall  at all times remain  fully liable  to the Buyer  for the Seller's  due and complete  performance under this Agreement  and the Seller will remain fully liable for any delays or defects caused by PowerChina.


3.        Vessel Nomination and System Delivery Timeline


3.1      Each time the Buyer wishes to  order a System, the Parties shall adopt the following Delivery  Timeline: (i)       In relation to the 2019 Vessels:
a.    The Parties agree that the Vessels,  the Delivery  Dates, the Yard and the Purchase  Prices determined in accordance  with this Agreement  shall be deemed to be the VesseJ Nomination  Notice and the Yard Nomination  Notice for each 2019 Vessel.


b.   The Buyer  shall submit  a Vessel  Nomination Notice  and a Yard Nomination Notice  for any other
2019 Vessels the Buyer chooses  to nominate  not later than seven (7) months prior to the applicable Nominated  Delivery Date unless otherwise agreed between the Parties. The Buyer may substitute any Nominated  Vessel  with another Vessel (and the applicable  Purchase  Price be modified  accordingly, if applicable)  provided  the Buyer notifies the Seller in writing  at least seven (7) months prior to the applicable  Nominated  Delivery Date.


c.    The Seller shall prepare the Technical  Specifications  for the particular  System to be installed  on the Nominated  Vessel and submit the same to the Buyer for review within ten (10) Business  Days of the date  of this  Agreement   or  the  date  the  Buyer  submits  a Vessel  Nomination   Notice   and  Yard Nomination Notice, as applicable.


d.   Within five (5) Business Days, the Buyer shall then either notify the Seller if it accepts the Technical













Specifications  or provide comments and requests for changes for the Seller to incorporate  into revised Technical   Specifications.   The  Seller  shall  submit  revised  Technical   Specifications   to  the  Buyer within a further five (5) Business Days for the Buyer's approval.


(ii)      In relation to the 2020 Initial Vessels:


a.    The Parties agree that the Vessels, the Delivery  Dates, the Yard and the Purchase  Prices determined in accordance  with this Agreement  shall be deemed to be the Vessel Nomination  Notice and the Yard Nomination  Notice for each 2020 Initial Vessel.                                                       ·


b.   The Buyer  shall  submit  a Vessel  Nomination Notice  and a Yard Nomination  Notice  for any other
2020  Initial  Vessel  the  Buyer  chooses  to  nominate  not  later  than  eight  (8)  months  prior  to  the applicable  Nominated  Delivery  Date unless  otherwise  agreed between  the Parties.  The Buyer  may substitute any Nominated Vessel with another Vessel (and the applicable Purchase Price be modified accordingly,  if applicable)  provided  the Buyer notifies the Seller in writing at least eight (8) months prior to the applicable  Nominated  Delivery Date.


c.    The Seller shall prepare  the Technical  Specifications  for the particular  System to be installed  on the Nominated  Vessel and submit the same to the Buyer for review within ten (10) Business Days of the date  of this  Agreement   or  the  date  the  Buyer  submits  a  Vessel  Nomination   Notice  and  Yard Nomination  Notice,  as applicable.


d.   Within five (5) Business Days, the Buyer shall then either notify the Seller if it accepts the Technical Specifications  or provide comments and requests for changes for the Seller to incorporate  into revised Technical  Specifications.   The  Seller  shall  submit  revised  Technical   Specifications   to  the  Buyer within a further five (5) Business Days for the Buyer's approval.


(iii)     In relation to the 2020 Subsequent  Vessels and the 2020 Final Vessels:


a.    The Buyer  shall nominate  a Vessel  by sending  the Seller a Vessel  Nomination  Notice,  which  shall specify details of the Nominated  Vessel, the Nominated  Deli very Date and whether or not the Buyer wishes  to  appoint  the  Seller  to  perform  the  30  scanning  of the  Nominated   Vessel  and/or  the subsequent Design Study. The Buyer may substitute any Nominated Vessel with another Vessel  (and the applicable Purchase Price be modified  accordingly,  if applicable)  provided the Buyer notifies the Seller in writing at least eight (8) months prior to the applicable Nominated  Delivery Date.




b.   If the Buyer has appointed  the Seller to conduct the 30  scanning,  the Seller shall use all reasonable efforts to attend  on board  the Nominated  Vessel  as soon  as practically  possible.  The Buyer  shall advise the Seller of the trading  schedule of the Nominated  Vessel and provide reasonable  assistance in getting the Seller's designated  employees  and/or agents on board.  The Seller shall be responsible for all visa and travel arrangements  necessary  for the 30 scanning job.


c.    If the Buyer has appointed the Seller to conduct the Design Study for the Nominated Vessel the Seller shall submit the same to the Buyer  for their review  and acceptance  within five (5) Business  Days from completion  of the 30 scanning work or receipt of the 3D scanning work,  as applicable.


d.   Upon completion  of the Design Study by, or submission  of the Design Study to, the Seller, the Seller shall prepare the Technical  Specifications  for the particular  System to be installed on the Nominated Vessel, along with a Purchase Price quotation  and submit the same to the Buyer for review within ten (10) Business Days.














e.    Within five (5) Business Days, the Buyer shall then either notify the Seller if it accepts the Technical Specifications  or provide comments and requests for changes for the Seller to incorporate  into revised Technical  Specifications.   The  Seller  shall  submit  revised  Technical   Specifications   to  the  Buyer within a further five (5) Business Days for approval by the Buyer.


(iv)     Upon receipt  of the Deposit  (as defined  below)  from the Buyer, the Seller shall cause PowerChina to manufacture   the  System  in  accordance   with  the  agreed  Technical   Specifications   in  time  for  the Nominated Delivery Date (subject always to any permissible  delay pursuant to Clause 12) and the Parties agree that the lead time for manufacture  of the System by PowerChina shall be a minimum  of seven (7) months  (in relation  to the 2019 Vessels)  and eight (8) months  (in relation  to the 2020 Vessels)  unless otherwise  agreed in writing between the Parties.


(v)      For the avoidance of doubt, the Seller agrees that a Nominated  Vessel may include vessels which are not owned or managed by the Buyer, provided that the Seller (i) agrees to the proposed Purchaser  (in its sole discretion)  and (ii) is provided  a payment  guarantee  acceptable  to the Seller.  The  Seller  accepts  and agrees that a payment  guarantee  by Scorpio Bulkers  Inc. substantially otherwise  in the form set out in Schedule  1   to the form Purchase Agreement  shall be acceptable  to the Seller for any Nominated Vessel owned or managed by Scorpio Bulkers Inc.


3.2     The  Buyer  shall  permit the  Seller,  its  sub-contractors,  employees  and  agents  to bring  testing  consultants, government   and  agency  representatives  and  advisors   (together,  "Visitors")  for  tours  of up  to  four  (4) Nominated   Vessels  where  reasonable   access  will  be  provided  for inspection   (and limited  and  reasonable testing)  to all aspects of a Nominated  Vessel connected  to a System. Any such permission  shall be subject to the Buyer,  Yard (if applicable)  and relevant  insurers  providing  requisite  approvals  and the Visitors entering into insurance undertakings  in a form acceptable  to the Buyer,  Yard  (if applicable)  and relevant  insurers  and the Buyer and Yard (if applicable)  receiving  satisfactory evidence  that the Visitors are covered by the Seller's insurances.


4.        Remuneration


4.1       For each System to be supplied on:


(i)          a 2019 Vessel, the Purchase  Price shall be determined  in accordance  with the terms of this Agreement, provided  that if the Buyer  nominated  a vessel  other than one listed in Schedule  4A on the date hereof, upon submission of the Technical  Specifications  for such vessel, the Seller shall submit a Purchase  Price quotation  to the Buyer for review  and acceptance,  provided  that the Purchase  Price quotation  shall not exceed the relevant  amount calculated  in accordance  with the 2019 Pricing Curve;


(ii)         a  2020  Initial  Vessel,  the  Purchase  Price  shall be  determined   in  accordance  with  the  terms  of this Agreement,  provided  that if the Buyer  nominated  a vessel  other than one listed  in Schedule  4B on the date hereof, upon submission of the Technical  Specifications  for such vessel,  the Seller  shall submit  a Purchase  Price  quotation  to the  Buyer  for  review  and  acceptance,  provided  that  the  Purchase  Price quotation  shall not exceed the relevant amount calculated in accordance  with the 2020 Pricing Curve; and


(iii)        a 2020 Subsequent  Vessel or a 2020 Final Vessel, upon submission  of the Technical  Specifications, the Seller shall submit a Purchase Price quotation to the Buyer for review and acceptance  in accordance  with this  Agreement,  provided   that  the  Purchase   Price  quotation   shall  not  exceed  the  relevant   amount calculated  in accordance  with the 2020 Pricing Curve.


4.2     Without  limiting the foregoing,  the Parties specifically  agree that the Purchase Price includes: (i)       All design, engineering  and manufacturing work relating to the System.















(ii)      All costs for the purchase  and supply of all System materials. and parts. (iii)     Delivery  of the System DAP Yard.
(iv)   All support activities for, and liaison with, the Buyer (including, without limitation, the Buyer's representatives). Such activities  and liaison to include,  without limitation,  producing  Progress  Reports (in electronic format as needed by the Buyer), the Training and providing  other information  and activities related to the Services, including in relation to warranties.


4.3      Subject  to the terms  of each  Purchase  Agreement,  for each  System  the  Purchase  Price  will be payable  as follows:


(i)       after the Buyer nominates  a Vessel for System Installation,  the Buyer shall pay twenty percent (20%) of the Purchase  Price (the "Deposit") within five (5) Business  Days after the date falling:


a.    in relation  to each 2019 Vessel,  seven (7) months prior to the Nominated Delivery  Date unless the Nominated  Delivery  Date is earlier  (as determined  by Schedule  4) in which case upon signing  the relevant Purchase  Agreement;  and
b.   in relation  to each 2020 Vessel, eight (8) months prior to the Nominated  Delivery Date;


(ii)      the remaining  Purchase Price shall be payable in accordance  with the relevant  Purchase Agreement.


4.4      Should the Buyer fail:


(i)         execute  sufficient Purchase  Agreements  to meet the 2020  Subsequent  Minimum  Requirement after declaring   the  2020   Subsequent   Option,   the  Seller   shall  be  entitled   to  a  cancellation   fee  (the "Cancellation Fee")  equal to twenty per cent. (20%)  of the Purchase  Price of each System below the
2020 Subsequent  Minimum  Requirement;  and


(ii)         execute sufficient Purchase Agreements  to meet the 2020 Final Minimum Requirement after declaring the 2020 Final Option, the Seller shall be entitled to a Cancellation  Fee equal to twenty per cent. (20%) of the Purchase  Price of each System below the 2020 Final Minimum  Requirement.


4.5      Should the Seller fail to enter into any Purchase Agreement  that forms part of the 2020 Subsequent  Minimum Requirement or the 2020 Final Minimum  Requirement, the Buyer shall be entitled to the Cancellation  Fee (as set out in Clause 4.4 above) for each Purchase Agreement  not entered into solely due to fault of the Se11er.


4.6      Each Party shall be responsible  for their own fees and expenses  (including  legal fees) incurred  in connection with this Agreement and each Purchase Agreement.


5.        Compliance and  taxes


5.1     The Seller and the Buyer shall comply with all applicable laws, ordinances, rules, regulations  and orders of any public   authority  bearing   on  the  performance  of the  Services   under  this  Agreement,  including   (without limitation)  all applicable  laws relating to the prevention  of bribery,  corruption  and modem  slavery. The Seller confirms  that  it has  adopted  anti-bribery,  anti-corruption and anti-slavery  policies  which  shall be  in effect throughout  the period this Agreement  is in effect and shall upon reasonable  written request provide a copy of such policies to the Buyer. The Seller shall secure and pay for all permits  and governmental fees, licenses  and inspections  necessary  for the proper execution  and completion  of the Services under this Agreement.


5.2     The Seller shall comply with local tax laws, social security acts, unemployment compensation  acts and service













compensation acts, insofar as applicable to the performance of the Services under this Agreement.


5.3     The Seller shall take all proper and reasonable safety precautions with respect to the Services to be performed under this Agreement, including only the use of qualified and trained personnel, and shall comply with all standard safety measures and with all applicable laws, ordinances, rules, regulations and orders of any public authority for the safety of persons or property.


5.4     The  Seller shall  bear  and pay  all  taxes,  duties,  stamps,  dues  and fees  imposed  in  connection  with the manufacture and supply of the System DAP Yard.


5.5     The Buyer shall bear and pay all taxes, duties, stamps and fees incurred in China after Delivery and at all times outside of China in  connection with execution and/or performance of this Agreement,  except for taxes and duties imposed upon those items to be procured by the Seller for the manufacture and supply of the System or the provision of any Services. The Seller shall bear and pay all taxes levied, if any, on the Seller's personnel or on the provision of any Services.


5.6     If either Party is  required to and pays any taxes, duties,  stamps,  dues and fees for which the other Party is responsible under this Clause, the other Party shall reimburse the paying Party within ten (10) Business Days of receipt of notice to that effect, together with evidence of the amount paid.


6.        Representations and Warranties


6.1      The Seller represents and warrants to the Buyer, as at the date of this Agreement and on a continuing basis throughout the term of this Agreement, that:


a.     The Seller is a legal entity,  duly organized, validly existing and in good standing under the laws of the jurisdiction  of its incorporation  or organization and has  adequate power  to enter into and perform  this Agreement.


b.   The entering into, execution and performance of this Agreement by the Seller does not and will not conflict with, violate, result in a breach of, or (where applicable) result in default under the provisions of any law, regulation, agreement, document, indenture, order, writ, injunction, decree, determination or award of any court,  or any governmental department,  board, commission, tribunal,  agency,  or instrument  to which the Seller is subject.


c.   The Seller is not insolvent nor has it made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors  or any class thereof nor had any petition  for a receiving order presented in respect of it. The Seller has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution.  No receiver has been appointed in respect of the Seller,  or any of its property or assets and no execution or distress has been levied upon any of the property or assets of the Seller. No act or proceeding has been taken or authorized by or against the Seller with respect to any amalgamation, merger,  consolidation,  arrangement  or reorganization  of,  or relating  to,  the  Seller  nor  have  any  such proceedings been authorized by any other person or entity.


d.    This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.


e.   All applicable consents licences approvals authorisations or declarations of the governmental authorities or agencies required to make this Agreement legal, valid and enforceable have been obtained  and are in full force and effect.


f.  It has appropriately trained employees who will perform the Services under this Agreement.
















g.  It has all the appropriate  and necessary rights from Pacific Green Technologies  Inc and its affiliates to design, manufacture and supply the System to the Buyer per the terms of this Agreement.


h.  Subject always to the capacity  of the relevant production  facility (it being agreed between the Parties that this is 9 Systems per calendar  month in the Wuxi factory),  it has adequate  Production  Slots for fulfilment  of the Firm Orders within the Delivery  Timeline,  and shall hold adequate  Production  Slots available  for the Buyer for (i)  the 2019 Vessels  and the 2020 Initial Vessels,  (ii)  the 2020 Subsequent  Vessels,  provided  the 2019
Minimum  Requirement and the 2020 Initial Minimum  Requirement is met and (iii) the 2020 Final Vessels,
provided  the 2020 Subsequent  Minimum  Requirement is met and, if the relevant Minimum  Requirement is not met,  the Seller shall use reasonable  endeavours  to manufacture  the relevant Systems  at the Wuxi factory and, if the Seller is unable to manufacture  the relevant  Systems at the Wuxi factory, the Seller shall contract with PowerChina  to manufacture  the relevant Systems at another PowerChina  factory, which factory shall be subject to the prior written approval of the Buyer (such approval not to be unreasonably  withheld or delayed).


1.    Whenever   the  Buyer  places  an  order  for  a  System  (and  nominates   a  Vessel  in  accordance   with  this Agreement),  the Seller, upon  receipt  of the Deposit,  shall ensure  manufacture  of the  System  immediately commences  for timely fulfilment  of such order.


j.   The System shall be designed, manufactured,  constructed,  tested, surveyed, certified and/or otherwise  verified to be capable  of reducing  SOx  emissions  to a maximum  of 0.1 % in  accordance  with the requirements of MARPOL, VGP and this Agreement.


k.  It  has  obtained  all national  and  governmental   approvals,  authorisations  and  licenses,  including  (without limitation)  export licenses, which are required from time to time to perform all of the Services and deliver the System in accordance  with this Agreement.


I.    None of the software developed  and provided for the System shall be subject to ongoing or future usage fees or otherwise,  and that none of the software has the ability to be locked remotely so as to render it unusable  or inaccessible to or by the Buyer.


m. By the provision  of the Services  and the System  and/or the subsequent use of such System by the Buyer  no patents or other Intellectual  Property or industrial or design rights of third parties will be infringed.


6.2     The Buyer  represents  and warrants  to the Seller,  as at the date of this Agreement  and on a continuing  basis throughout  the term of this Agreement, that:


a.      The Buyer is a legal entity, duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its incorporation or organization  and has adequate  power to enter into  and perform  this Agreement.


b.     The Buyer has all requisite  permissions  from the owner of any Nominated  Vessels  on which it elects to install the System.


c.     The  entering  into,  execution  and performance   of this Agreement by the Buyer  does  not and  will not conflict with, violate, result in a breach of, or (where applicable)  result in default under the provisions of any law,  regulation,  agreement,  document,  indenture,  order,  writ, injunction,  decree,  determination or award of any court, or any governmental  department, board, commission, tribunal, agency, or instrument to which the Buyer or the Vessels are subject.


d.     The Buyer  is not insolvent  nor has it made  an assignment  in favour  of its creditors  nor a proposal  in bankruptcy  to its creditors  or any class thereof nor had any petition  for a receiving  order presented in














respect of it. The Buyer has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of the Buyer,  or any of its property or assets and no execution or distress has been levied upon any of the property or assets of the Buyer.


e.     This Agreement has been duly authorized, executed and delivered by the Buyer and constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.


f.      All applicable consents licences approvals authorisations or declarations of the governmental authorities or agencies required to make this Agreement legal, valid and enforceable have been obtained and are in full force and effect.


7.        Termination


7 .1         The Buyer shall be entitled to terminate this Agreement by notice in writing to the Seller in the event that: (a)         the Seller or PowerChina is deemed insolvent pursuant to Clause 7.3; and/or
(b)         the Seller breaches any material term of this Agreement,  which is incapable of remedy, or if capable of remedy remains un-remedied for five (5) Business Days following notice to remedy such Breach; and/or


(c)         all of the first five (5) Systems do not pass Commissioning or the Buyer becomes entitled to terminate any four (4) or more Purchase Agreements pursuant to clauses 13.2 or 13.4 of the relevant Purchase Agreement.


Upon the happening of any of the above events, the Buyer shall be:


(A)        entitled to immediately terminate this Agreement; and/or


(B)        entitled to recover any direct losses they may suffer by reason of the termination, provided that such losses shall not include any indirect or consequential losses.


7.2        The Seller shall be entitled to terminate this Agreement by notice in writing to the Buyer in the event that: (a)         the Buyer is deemed insolvent pursuant to Clause 7.3; or
(b)         the Buyer breaches a material term of this Agreement, which is incapable of remedy, or if capable of remedy remains un-remedied for five (5) Business Days following notification by the Seller to the Buyer in writing of the occurrence of such breach; or


( c)        any representation or warranty made by the Buyer in this Agreement,  or any report,  notice or other writing furnished by the Buyer to the Seller in connection therewith proves to have been materially incorrect or misleading at the time it was made.


Upon the happening of any of the above events, the Seller shall be:


(A)        entitled to immediately terminate this Agreement; and/or


(B)        entitled to recover any direct losses they may suffer,  or liability to subcontractors they may incur, by reason of the termination, provided that such losses shall not include any indirect or consequential losses.
















7.3         The Seller, PowerChina,  or the Buyer shall be deemed insolvent  (the "Insolvent Party") if it:


(a)         makes any voluntary arrangement with its creditors or becomes  subject to an administration order or goes into liquidation  (otherwise than for the purposes  of amalgamation or reconstruction); or


(b)         an encumbrancer takes possession  of, or a receiver  is appointed  in respect  of any of the Insolvent Party's property  or assets, excluding  any arrest or detention  of any vessel which is being defended in good faith in appropriate  proceedings;  or


(c)         has any insolvency  or analogous proceedings  commenced  against it in any part of the world and such proceedings  are not waived or lifted within twenty-eight (28) days of commencement; or


( d)        has an order made against it by any competent  court or other judicial  body to appoint  a liquidator, receiver,  administrator or similar manager  over its assets, or for its restructuring, winding-up  (actual or effective)  or dissolution,


(e)         a Party reasonably  apprehends  that any of the events mentioned  in ( a) to ( d) above is about to occur in relation  to the Insolvent  Party  and,  after  notification   to the Insolvent  Party,  is not reasonably satisfied as to its continuing  creditworthiness and/or is not provided with suitable guarantees.


7.4      Termination  of this Agreement  shall not affect any existing rights or liabilities of the Parties which have accrued as at the date of such termination.


7 .5      If, at any time, a Party becomes aware that the other Party is subject to any sanction or prohibition  imposed  by any  state,  supranational or international  governmental   organisation,  and in their reasonable  judgment such sanction or prohibition  will expose that Patty to any form of censure or liability,  then the non-offending Party may terminate  this Agreement  by written notice to the offending-Party.


8.        Notices


8.1     All notices, requests, certificates,  demands  and other communications made under the terms of this Agreement shall be given  in writing.  Unless  expressly  stated  otherwise  in this Agreement,  any such notices,  requests, certificates,  demands  and other communications may be given either by (i) courier service delivery or (ii) sent by e-mail transmission to:


Buyer:


Scorpio Bulkers Inc. c/o Le Millenium
9 boulevard Charles III
MC 98000
Monaco


Email:      drydocking.SSM@scorpiogroup.net legal@scorpiogroup.net


Seller:


Pacific Green Marine Technologies Inc.
5205 Prospect Road
San Jose California  95129 USA













Attention:  Scott Poulter


Email:      sfpoulter@pacificgreen.tv


or such other address as either Party may specify from time to time by written notice to the other.


8.2     Notices  and documents  delivered  by courier  service  shall  be deemed  served  following  actual  receipt  by the other  Party. Notices  and documents  sent by e-mail  transmission shall be deemed  served when  transmitted, against proof of dispatch.


9.        Liabilities


9.1     In no circumstances shall either Party's liability to the other Party include  any sum in respect  of loss of hire, profit, use or business, or any similar direct, indirect or consequential  loss, damage or expense arising out of or in connection  with this Agreement.


9 .2      Each Party agrees to indemnify the other Party against all direct and proven claims made against the other Party by  third  parties   (being  those  individuals  and  entities  for  whom  neither  Party  is  responsible   under  this Agreement)  in any way related to this Agreement,  where such claims are caused by, or to the extent that they are contributed to by the indemnifying party's negligence,  gross negligence  or wilful default or that of those for whom it is responsible  under the terms of this Agreement.


9.3     The limitations on each Party's liability herein shall also apply to the liability  of those for whom that Party is responsible  under this Agreement.  Each Party further agrees that it will not,  directly or indirectly,  circumvent the aforesaid  limitations  and allocation  of responsibility  by taking  legal proceedings  against  the employees, servants  or agents  of the other Party,  and to this extent  each Party shall be deemed  to be acting  as agent or trustee on behalf of and for the benefit of all such persons.


9.4     Nothing  herein  contained  shall  affect  any right  that  the  Parties  may  have  to limit their liability under  any statutory enactment  for the time being in force.


10.      Intellectual Property


10.1    The provisions  of this Clause 10 shall survive the performance or termination  of this Agreement  for any reason whatsoever.


10.2   The Buyer acknowledges  that ownership  and title to all Intellectual Property related to the System shall remain vested in the Seller. The Buyer shall not use any of the Intellectual Property except for the purposes of operating and maintaining  the System. The  Seller hereby  grants  the Buyer  a worldwide,  royalty-free,  fully-paid, non• exclusive,   freely-transferrable  license  to  use  the  Intellectual   Property  for  the  purposes   of operating   and maintaining  the System. The Buyer  and each Purchaser  shall be entitled  to sell or charter the Vessel  with the System installed,  and the Purchaser  shall be permitted  to assign or transfer  the license  granted hereby  to any such purchaser  or charterer. The Buyer shall at the reasonable  request and at the sole expense of the Seller take all  such  steps  as  the  Seller  may  reasonably   require  to  assist  the  Seller  in  maintaining   the  validity   and enforceability of any Intellectual Property  and shall enter into such formal  licences  as Seller may reasonably request  for this purpose. The Buyer  shall not represent  that it has any title  in or right  of ownership  to any Intellectual  Property  in the System,  or do or suffer to be done any act or thing which may in any way impair the rights of Seller in any of the Intellectual  Property or bring into question the validity of its registration of or interests in same.   The Buyer  shall not use any of the Intellectual  Property  in any way which is ( or intends  to be) in competition with the business  of the Seller. The Buyer shall promptly  and fully notify the Seller  of any actual infringement of any of the Intellectual  Property  referred  to herein  and the patents  which  come  to the Buyer's notice.















11.      Confidentiality


11.1    Confidential  Information  shall be held in the strictest confidence  and not disclosed to any third party unless the disclosure  of all or any part of the Confidential  Information  is required  by any applicable  law or regulation including  any stock exchange rules or permitted by a specific agreement in writing signed by the Buyer and the Seller.  The Parties agree to and shall exercise all necessary precautions  to prevent the unauthorised disclosure of all or any part of the Confidential  Information  by their directors,  employees,  servants,  agents, suppliers,  or consultants.


11.2    The Parties may only use Confidential  Information  given to or obtained by it in the course of performing their obligations  pursuant  to this Agreement  and may not pass the same on to third parties,  save that they shall be permitted  to disclose  such Confidential  Information,  as strictly necessary, to their sub-contractors, suppliers, professional advisersor current or potential  lenders and financiers,  but only on a strictly "need to know"  basis and on the basis that such persons  maintain confidentiality to the same standard as set out in this Clause  11.


11.3    The Buyer  and the Seller hereby  agree that at all times, whether  during or after the provision  of the Services and the System,  Confidential  Information  shall include the terms of this Agreement  or ancillary contracts,  the existence   of the  Agreement   itself,  the  contract   price,  design,   specifications,  plans,  drawings,   technical information,   or any data  or other  information  whatsoever  relating  to the Buyer  ( or any persons  or entities associated  therewith)  or a vessel nominated  by the Buyer.


11.4   Save for the regulatory  requirements of the SEC and any stock exchange  rules and any other audit, legal or regulatory  requirement,  neither  Party  may publicise  the  terms  of this Agreement  without  the prior  written consent  of the other Party.


11.5    The provisions  of this Clause  11  shall survive the performance  or termination  of this Agreement  for any reason whatsoever.


12.      Force Majeure


Neither  Buyer  nor Seller shall be responsible  for delay or failure  to perform  hereunder  if the reason  for such arises from:  acts of God(s), fire,  explosion,  earthquakes,  tidal waves, tsunami,  floods, typhoons,  hurricanes  or other named storms and severe weather conditions,  which could not have been expected to occur in the relevant location; fire, unless it is caused by the actual fault or privity of a Party; perils, dangers and accidents  of the sea or other navigable waters; act of war, blockade, acts of terrorism, revolution,  insurrection; act of public enemies, assailing  thieves  or  pirates,  civil  commotion,  riots  or  sabotage;  seizure  under  legal  process;   quarantine restrictions;   strikes,  lockouts,  stoppage or restraint  of labour  from  whatever  cause.  In the event  of a force majeure event which impacts  performance  under this Agreement,  the affected Party must promptly  notify the other Party in writing  of the occurrence  of such  event and the steps being taken to mitigate  its  impact.  In no event shall a force majeure event or events excuse a delay or failure to perform under this Agreement  for more than an aggregate  of ninety (90) days.


13.     Law & Jurisdiction


13.1   Any  and all disputes  or claims arising  out of and/or  related  to this Agreement,  its performance,  breach,  or interpretation thereof (including issues  about its validity or enforceability)   or otherwise  arising  out  of or in connection   with  its  subject  matter  or  formation   (including  non-  contractual   disputes  or  claims)  shall  be governed by and construed in accordance  with English law.


13.2   Any  and all disputes  or claims  arising  out of and/or related  to this Agreement,  its performance, breach,  or interpretation thereof (including  issues  about its validity  or enforceability)   or otherwise  arising  out  of or in













connection  with its subject matter or formation  (including non- contractual  disputes or claims) shall be brought before  a three-member arbitration  tribunal  in  London.  The  arbitration  shall be  conducted  in English  and governed  by LMAA  terms  ( which are current  at the time that the party  bringing  the claim  serves  notice  of arbitration  on the other party).


The reference  shall be to three arbitrators.  A Party  wishing  to refer a dispute  to arbitration  shall appoint  its arbitrator and send notice of such appointment  in writing to the other Party requiring the other Party to appoint its own arbitrator  within  14 calendar  days of that notice  and stating that it will appoint  its arbitrator  as sole arbitrator  unless the other Party appoints its own arbitrator  and gives notice that it has done so within the  14 days specified.  If the other Party does not appoint its  own arbitrator  and give notice that it has done so within the  14 days specified,  the Party referring  a dispute to arbitration  may, without the requirement  of any further prior  notice  to  the  other  Party,  appoint  its  arbitrator  as  sole  arbitrator   and  shall  advise  the  other  Party accordingly. The award  of a sole arbitrator  shall be binding  on both Parties  as if he had been  appointed  by agreement.


Nothing  herein  shall  prevent  the  Parties  agreeing  in  writing  to  vary  these  provisions   to  provide  for  the appointment  of a sole arbitrator.


In cases where neither the claim nor any counterclaim exceeds the sum of USD$50,000 (or such other sum as the parties may agree) the arbitration  shall be conducted  in accordance  with the LMAA Small Claims Procedure  current at the time when the arbitration  proceedings  are commenced.


13.3    Without prejudice to any other mode of service allowed under any relevant law:


(a)         the  Seller  irrevocably  appoints  Campbell  Johnston  Clark  of 59 Mansell  Street,  London  El  8AN, England  ( or otherwise  at their registered  address from time to time); and


(b)         the Buyer irrevocably  appoints Scorpio UK Limited of 10 Lower Grosvenor Pl, Westminster, London
SW 1 W OEN ( or otherwise at their registered  address from time to time),


as their agent for service of process in relation to any proceedings  before the English courts in connection with this Agreement.  If any person  appointed  as an agent for service  of process  is unable for any reason to act as agent for service of process or terminates  its appointment  as agent for service of process, the relevant Party (as the case may be) must immediately  (and in any event within 7 days of such event taking place) appoint another agent on terms acceptable  to the other Party.


14.      Miscellaneous


14.1    Time is and shall be in all respects of the essence of this Agreement.


14.2   Neither  Party  may  assign  this Agreement  or assign,  pledge,  sell, transfer  or otherwise  deal  with any  of its obligations  or rights hereunder  without the express prior written consent of the other Party.


14.3    This Agreement  contains  the entire  understanding of the Parties  in relation  to the subject  matter  hereto  and supersedes  any and all understandings or agreements,  whether written or oral, prior to the execution  hereof.


14.4    Nothing contained in this Agreement  shall be deemed to create any relationship  of agency, partnership  or joint venture between  the parties.  A waiver by either party of a breach  of any term or condition  of this Agreement shall be in writing, and shall not be deemed as continuing  waiver or a waiver of any subsequent  breach unless so provided by written notice.













14.5    If any Clause or provision  of this agreement is or would be invalid, illegal or unenforceable,  in whole or in part, under  applicable   law,  said  Clause  or  provision   shall  be  deemed  severed,  and  the  validity,  legality   and enforceability  of the remainder  of this Agreement  shall not in any way be affected  thereby  and shall remain operative  and in full force and effect.


14.6    This  Agreement   may  be  executed  in  counterparts,   all  of  which  shall  together  constitute  one  agreement.
Signatures  in facsimile  form and scanned executed  copies sent via electronic  mail shall be considered  original signatures.




[Signature Page Follows]













IN WITNESS WHEREOF, the parties have duly executed  and delivered  this Agreement on the date first above written.







EXECUTED in the presence  of:




James Clayton



Name




59 Mansell  Street,  London EI 8AN







Address Solicitor Occupation






EXECUTED in the presence  of: Name
Address






Occupation
 









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)
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)            SCORPIO  BULKERS  INC.
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)            Per: ࿽࿽࿽࿽࿽࿽࿽࿽࿽࿽࿽
)            Name:
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)
)












































- 18  -


















IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement on the date first above written.







EXECUTED in the presence of: Name
Address






Occupation

















EXECUTED in the pr  sence of: Laurice Oso
Name




150 East 581h  Street, New York, NY 10155
Address













Office Assistant
Occupation
 
)
)
)           PACIFIC GREEN MARINE TECHNOLOGIES  INC.
)
)
)
)                  Scott Poulter, Executive Director
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- 18 -


















Schedule 1




Vessel Nomination Notice


To: Pacific  Green  Marine Technologies Inc. at 5205 Prospect Road, San Jose California 95129, USA  for the attention of Scott  Poulter


Dated:[•]


Contract (the  "Agreement")  dated [•]  2018 made  between (1)  Pacific  Green  Marine Technologies  Inc. (the
"Seller") and (2) Scorpio [Bulkers I Tankers] Inc. (the "Buyer")


We  give  you  notice  that,  pursuant to clause  3.1 of the Agreement,  we as Buyer under  the Agreement nominate the following vessel  for an order  of the System (as defined  in the Agreement):




Vessel  Details: Total Output: Date  DAP  Yard:
We hereby request that you carry  out a 3D scanning [and Design  Study (as defined in the Agreement)] for the vessel. Yours  faithfully


Signed  by [ e ][N arne]
Authorised signatory for and on behalf of the Buyer















Schedule  2


Yard Nomination  Notice


To: Pacific Green Marine Technologies Inc. at 5205 Prospect Road, San Jose, California 95129, USA for the attention of Scott Poulter


Dated:


Buyer's System Reference:






Agreement (the "Agreement") dated [ •] 2018 made between (1) Pacific Green Technologies Inc. (the "Seller")
and (2) Scorpio  [Bulkers I Tankers]  Inc. (the "Buyer")






We hereby give you notice that, pursuant to clause 3.1 of the Agreement, we as Buyer under the Agreement  nominate the following Yard (as defined in the Agreement)  where Installation  will occur (as defined in the Agreement)  on board MN [ •] and  hereby  request  the  Seller  attend  the  Yard  to  provide  the  Supervision  Services  as defined  in  the Agreement.




Yard Details:  [ •]






We hereby inform you that the Nominated  Delivery  Date (as defined in the Agreement)  of the System is[•]. Yours faithfully
Signed by [•][Name]
Authorised  signatory for and on behalf of the Buyer











Schedule 3


Form of Purchase Agreement


(appended)









DATED [   ]


























(1) [SCORPIO ENTITY TBC]


(2) PACIFIC GREEN MARINE TECHNOLOGIES INC.


















AGREEMENT TO SUPPLY THE ENVI-MARINETM SYSTEM ON M/V [  ]










THIS AGREEMENT IS MADE THIS DAY ON  [   ]


BY AND BETWEEN:


[SCORPIO ENTITY TBC], a corporation incorporated in [  ] and having its registered office at [  ] (the "Buyer");
and and
PACIFIC GREEN MARINE TECHNOLOGIES INC., a corporation incorporated in Delaware, USA, and having its registered office at 3500 S. Du Pont Highway, Dover, Kent County 19901, Delaware, USA (the "Seller" and together, the Buyer and the Seller are the "Parties" and each a "Party").


WHEREAS


(A)    The parent company of the Seller owns patented emission control technology called ENVI-MarineTM exhaust gas cleaning system which is capable of removing sulphur dioxide and other acid gases from exhaust gas emissions to a level that meets the current regulatory requirements of the International Maritime Organization guidelines on sulphur emissions as at the date of this Agreement and as contemplated by the stricter regulations to be enforced as of 1 January 2020.


(B)    The Buyer wishes the Seller to supply the System (as defined herein) for installation on board M/V [   ] (the
"Vessel") to be documented pursuant to this Agreement (as defined below).


(C)    The  Seller  will  contract  with  PowerChina  SPEM  Company  Limited  ("PowerChina")  to  manufacture exclusively all of the parts comprising the System and arrange delivery DAP Yard, as hereinafter defined.


(D)    The Seller and Scorpio [Tankers/Bulkers] Inc. have entered into a framework agreement dated [  ], November
2018 (the “Framework Agreement”), pursuant to which, inter alia, the Seller has agreed to sell to Scorpio
[Tankers/Bulkers] Inc. and/or its guaranteed nominees acceptable to the Seller, including the Buyer, exhaust gas cleaning systems.


(E)     This Agreement including its Schedules and Appendices (together, the "Agreement") constitutes a contract for (i) manufacture of the System; (ii) delivery by the Seller of the System DAP Yard; and (iii) performance by the Seller of the Services (as defined below).


(F)     The Seller agrees to deliver the System and to perform the Services subject to the terms and conditions of this
Agreement.


NOW IT IS HEREBY AGREED as follows:


1.       Definitions and Interpretation


		
	1.1
	In this Agreement and the recitals the following words and expressions shall have meanings attributed to them below or, as appropriate, in the recitals above:




"Business Day" means a day on which the banks in Vancouver and/or Monaco and/or New York and/or the
People’s Republic of China and/or Rotterdam are not closed.


“Certificate of Delivery and Acceptance” means the certificate in the form set out in Schedule 7 to this
Agreement.










"Change Order" means a change to the System or the Services, agreed in writing in a document signed by the Seller and the Buyer, which specifies the adjustments (as applicable) to the Services, Technical Specifications, Purchase Price and/or the Delivery Timeline and/or the time for completion of any of the Services.


“Commissioning” means the System following Installation: (i) performing in accordance with the Technical Specifications and (ii) being capable of reducing SOx emissions to a maximum of 0.1% in accordance with the requirements of MARPOL and this Agreement, as evidenced by the statement of compliance from the Vessel’s classification society.


"Confidential Information" means any information which the disclosing party may provide to the receiving party (or which may otherwise come to the knowledge of the receiving party), from time to time, which the disclosing party reasonably considers to be confidential in nature, whether or not it is labelled as such, and whether or not it has been disclosed or comes to the receiving party’s knowledge in the course of performance of this Agreement provided, however, Confidential Information will not include (i) information that is, at the time of disclosure, development, observance or discovery hereunder (the "Time of Access"), or subsequently becomes, within the public knowledge generally through no fault of the receiving party; (ii) information that the receiving party can show was known to it (on a non-confidential basis) as of the Time of Access, independent of anything relating to the disclosing party, its affiliates or the work or services; (iii) information that the receiving party can show was lawfully obtained (on a non-confidential basis) from a third party (independent of anything relating to the disclosing party, its affiliates or the work or services) and that such third party lawfully obtained the information, through no fault of the receiving party, subsequent to the Time of Access and (iv) Confidential Information which is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the party in question, provided that, where practicable, the other party is given reasonable advance notice of the intended disclosure.


"DAP Yard" means that the System will be delivered at the Yard as per Incoterms 2010 rules.


"Delivery" means delivery of the System DAP Yard and accepted by the Buyer in writing by way of a signed
Certificate of Delivery and Acceptance.


"Delivery Date" means the date of Delivery.


“Delivery Delay” means any delay in delivering the System DAP Yard on the Nominated Delivery Date, excluding permissible delays pursuant to Clause 20 of this Agreement and/or delays authorized in writing by the Buyer (such approval not to be unreasonably withheld or delayed).


"Delivery Timeline" means the time from the date of execution of this Agreement to the Commissioning of the relevant System, as more particularly described in Clause 3.1.


"Equipment Design Drawings" means the design drawings and plans for the System which have been prepared by the Seller and approved by the Vessel's classification society.


"Financial Guarantee" means the guarantee attached at Schedule 1 to this Agreement to be executed by the Guarantor contemporaneous with the execution of this Agreement, whereby the Guarantor guarantees the obligations of the Buyer under this Agreement.


"Guarantor" means Scorpio [Tankers][Bulkers] Inc. a corporation incorporated in the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.


"Hybrid-ready" is defined by complete engineering of the hybrid system and allocation of space for closed

mode equipment. While the closed mode equipment will not be installed, making the system hybrid-ready allows the Open Loop system to be upgraded to a hybrid system at a later date, with pipe and equipment connections installed in advance.


"Insurance" means, all insurance post DAP Yard.


"Installation" means installation of the System on the Vessel at the Yard.


"Intellectual Property" means any patent, copyright, design right including rights in any secret process, technical know-how or other Confidential Information (together with any application for such protection).


“Manufacturing Agreement” means the meanufacturing agreement to be entered into between PowerChina and the Seller in relation to manufacturing and supplying the System.


"MARPOL" means Annex VI (Prevention of Air Pollution from Ships) to the International Convention for the
Prevention of Pollution from Ships.


"MEPC Guidelines" means the MEPC.259(68) May 2015 Guidelines for Exhaust Gas Cleaning Systems – Scheme B (Continuous Emission Monitoring with Parameter Checks) as in force at the time of this Agreement or announced with a set date of introduction.


"Nominated Delivery Date" means [•] 2019 [Note: to be used for the 2019 Vessels only] / [ [ •]  2020, provided always that this date shall not be earlier than eight (8) months after the date of this Agreement unless otherwise agreed between the Parties][Note: to be used for 2020 Vessels only].


"Open Loop" shall mean the operating mode where raw seawater is pumped through the Equipment and discharged into the sea with a minimum of processing. This is considered the standard operating mode for open sea operations subject to future changes in legislation.


“PGT” means PACIFIC GREEN TECHNOLOGIES INC. of 5205 Prospect Road, San Jose, California, 95129, USA.


“PGT Guarantee” means the guarantee issued by PGT in favour of the Buyer in the form attached hereto as
Schedule 5.


"PowerChina" means PowerChina SPEM Limited, a company incorporated in the People’s Republic of China
with registered office situated at 80 Hangdu Road, Shanghai 201316, China.


"PowerChina Warranty" means the ‘step through’ manufacturing warranty provided by PowerChina as set out
at Schedule 2 of this Agreement.


"Pricing Curve" means the pricing curve at Schedule 6 of this Agreement.


"Progress Report" is a written technical/operational report to evidence progress of the main project steps in the production, design and delivery of a particular System. Progress Reports shall include such pictures, drawings, documents and other information reasonably required by the Buyer and shall be sent to the Buyer promptly on reasonable request in accordance with this Agreement.


"Purchase Price" means the applicable price detailed in Clause 5 of this Agreement. "Regulations" means the MARPOL Annex VI SOx regulations.

"Regulatory Authorities" means the regulatory authorities whose rules and regulations must be complied with in respect of the Services as in force at the time of this Agreement, on the Delivery Date, and at the time of Commissioning.  Such bodies shall include the Vessel’s flag administration and its classification society.


"Scope of Supply" means the scope of supply dated 16 October 2018 appended to this Agreement at Schedule
4.


"Services" means the design work (including, if chosen by the Buyer, the 3-D scanning of the Vessel nominated by the Buyer), manufacture, delivery, testing, programming and Commissioning of the System as set out in the Technical Specifications, supervision of Installation and training of the Buyer (and/or the Buyer’s representatives and/or crewmembers of the Vessel) in the operation and day-to-day maintenance of the System including for the avoidance of doubt the Supervision Services.


"Supervision Services" means the supervision services which shall consist of the Seller and PowerChina providing a minimum of 1 technical supervisor to the Buyer during Installation of the System at the Yard.


“Supervision Delay” means any delay in a Seller or PowerChina technician or technicians attending the Yard for the Installation and Commissioning of the System on the dates specified by the Buyer, excluding permissible delays pursuant to Clause 20 of this Agreement and/or delays authorized in writing by the Buyer (such approval not to be unreasonably withheld or delayed).


"System" means the ENVI-MarineTM exhaust gas cleaning system, Hybrid-ready, to be installed on the Vessel in accordance with the terms of this Agreement, including (without limitation) all hardware, software, media, component and spare parts, fittings and manuals, all as more particularly described in the Technical Specifications.


"Technical Specifications" means the System to be installed on the Vessel, the full specifications of that System and any specifications regarding Installation, including Commissioning procedures to be attached at Schedule
3 to this Agreement within 30 days of the date of this Agreement..


"Total Output" means the cumulative output of the main engine of the Vessel plus one Diesel Generator calculated at 85% MCR.


"Training" means the provision by the Seller and/or PowerChina of one (1) training session in the operation an day-to-day maintenance of the System to ensure familiarity with the System in advance of Commissioning.


"Vessel" means M/V [  ].


"VGP" means the Vessel General Permit For Discharges Incidental To The Normal Operation Of Vessels, as drafted by the United States Environmental Protection Agency and in force as at the date of this Agreement.


"Wuxi" means PowerChina’s factory at Wuxi in the southern Jiangsu province of China, as visited by the
Buyer.


"Yard" means Huarun Dadong Dockyard Co., Ltd., China or COSCO Shanghai Shipyard at which the
Supervision Services shall be provided.


		
	1.2
	Clause headings are inserted for ease of reference only and are not to be taken into account in the construction or interpretation of this Agreement.




1.3     Except where the context requires otherwise, references in this Agreement to the ‘Buyer’ shall be deemed to
be a reference to the Buyer or its nominated client.



1.4     Should there be any conflict or inconsistency (including terminology) between this Agreement and the
Schedules and/or Appendices, the provisions of this Agreement shall prevail.


2.       Scope


2.1     The Seller shall:


		
	(i)
	design, engineer, manufacture, deliver DAP Yard on the Delivery Date, supervise the Installation of, and commission  the  System in  accordance  with  the  terms  of  this  Agreement  (including  the  Technical Specifications) and the Scope of Supply; and




(ii)  perform the Services in accordance with this Agreement (including the Technical Specifications) and the
Scope of Supply, strictly in accordance with the timescales and delivery deadlines agreed herein.


		
	2.2
	[If the Buyer meets the relevant Minimum Requirement (as defined in the Framework Agreement), the Seller shall contract with PowerChina to manufacture the System at their factory in Wuxi. If the Buyer fails to meet the relevant Minimum Requirement, the Seller shall use reasonable endeavours to contract with PowerChina to manufacture the System at Wuxi and, if the Seller is unable to contract for the manufacture of the System at Wuxi, the Seller shall contract with PowerChina for the manufacture of the System at another PowerChina factory, which factory shall be subject to the prior written approval of the Buyer (such approval not to be unreasonably withheld or delayed).] [Note: use for 2020 vessels only] The Seller shall at all times remain fully liable to the Buyer for the Seller’s due and complete performance under this Agreement and the Seller will remain fully liable for any delays or defects caused by PowerChina.




		
	2.3
	Should the Buyer request the Seller to provide design work for the Vessel e.g. 3D scanning, System Design, Equipment Design Drawings, Seller shall provide, at no additional cost, all required drawings and documents upon request of the Buyer as appropriate, including but not limited to: 3D Model, Engineering Drawings, Class Approval Drawings, and Installation Drawings, with all drawings to be provided in electronic format. Source Autocad files are also to be provided.




3.       System Delivery Timeline


3.1     In respect of the Vessel, the Parties shall adopt the following Delivery Timeline:


		
	(i)
	Upon receipt of the Deposit from the Buyer, the Seller shall cause PowerChina to manufacture the System in accordance with the agreed Technical Specifications[.][and the Parties agree that the lead time for manufacture of the System by PowerChina shall be a minimum of eight (8) months][Note: use for


2020 vessels only]. For the avoidance of doubt, clause 3.1 of the Framework Agreement regarding substitution of the Vessel shall apply to this Agreement, mutatis mutandis.


(ii)     No later than forty-five (45) calendar days before the Nominated Delivery Date, the Buyer shall reconfirm or amend the details of the relevant Yard.


(iii)    The Seller to provide the Buyer with 30/15/10/5 approximate and 3 and 1 definite advance days notices prior to the Nominated Delivery Date with updates on progress of manufacture and if it meets the Nominated Delivery Date as well as updates on any expected delay.  Buyer to provide the Seller with
30/15/10/5 approximate and 3 and 1 definite advance days notice prior to arrival at the Yard, such arrival to not be earlier than the Nominated Delivery Date and not later than 60 days after the Nominated
Delivery Date (the "Delivery Threshold Date"). The Buyer agrees to pay a fee of US$4,000 per calendar month (pro-rata) for each day the Delivery Date extends beyond the Delivery Threshold Date.

(iv)    The Seller shall send, at Seller’s expense, one or more suitably qualified and experienced staff to the relevant Yard to provide the Supervision Services and carry out Commissioning of the System, any travelling, accommodation and associated expenses to be at the Buyer's cost. For the avoidance of doubt, the Buyer is responsible for the Installation. Such person(s) shall arrive in good time for the start of Installation of the System and remain on site to oversee, or otherwise be available during normal business hours for the duration of Installation; and provide the Buyer and/ or the workers at the Yard and/ or the crew of the Vessel with all reasonable assistance and relevant information for smooth and efficient Installation to a maximum of 40 days with any additional days charged at USD$2,000 per man day, provided the Buyer has provided prior written approval (such approval not to be unreasonably withheld or delayed) for any such additional days.


(v)     The Seller shall use best efforts to ensure Commissioning of the System is completed within the following timeframes following completion of Installation:


(a) 96 hours while at port; and
(b) 48 hours at sea.


4.       Title and Risk


Risk and Title to the System will pass to the Buyer on the Delivery Date.


5.       Remuneration


		
	5.1
	The Purchase Price of the Vessel shall be calculated in accordance with the Pricing Curve calculated pro-rata therefrom based on the Total Output and Technical Specifications agreed for that System. For example, where the Total Output of a Nominated Vessel falls midway between X and Y, the maximum purchase price for that system shall be the mid-point of the maximum prices indicated for Systems with Total Outputs of X and Y, respectively.  [Should the Buyer not meet the relevant Minimum Requirement, as defined in the Framework Agreement, then the Purchase Price shall be increased retrospectively by seven point five per cent. (7.5%) and any additional sums due under the payment terms of this Clause 5.1 shall immediately become due [Note: use for subsequent and final 2020 vessels only]. The Purchase Price will be payable as follows:




		
	(i)
	the Buyer shall pay twenty percent (20%) of the Purchase Price (the "Deposit") within five (5) Business Days after the date falling [seven (7)][eight (8)] months prior to the Nominated Delivery Date or the date of this Agreement, whichever is later; and the Seller shall, within five (5) Business Days thereafter, provide the Buyer with confirmation that this twenty percent (20%) of the purchase price under the Manufacturing Agreement has been remitted onward to PowerChina;




(ii)     the Buyer shall pay twenty percent (20%) of the Purchase Price within five (5) Business Days after the date the Equipment Design Drawings are materially completed by the Seller to the satisfaction of the Buyer, which shall be confirmed by the Buyer in writing (such approval not to be unreasonably withheld or delayed), provided always that the Buyer shall notify the Seller whether the Equipment Design Drawings are satisfactory no later than twenty one (21) days after the presentation by the Seller of the Equipment Design Drawings to the Buyer; and the Seller shall, within five (5) Business Days thereafter, provide the Buyer with confirmation that this twenty percent (20%) of the purchase price under the Manufacturing Agreement has been remitted onward to PowerChina;


(iii)    the Buyer shall pay thirty percent (30%) of the Purchase Price within five (5) Business Days after the
Delivery; and


(iv)    the Buyer shall pay thirty percent (30%) of the Purchase Price within five (5) Business Days after
Commissioning.



		
	5.2
	The Buyer undertakes that, if any event occurs following Delivery and prior to payment of the final instalment of the Purchase Price pursuant to Clause 5.1(iv) which would have been covered by the Seller’s Insurances had the Seller retained title to the System and which results in the Seller and/or the Buyer not being able to complete Commissioning, they will indemnify and hold harmless the Seller for the amount the Seller would have been able to claim under the Seller’s Insurances, provided that in no event shall the Buyer be required to pay more than the amount of the Purchase Price payable in accordance with Clause 5.1(iv) under this Clause 5.2.




		
	5.3
	Without limiting the foregoing, the Parties specifically agree that the Purchase Price includes: (i)    all design, engineering and manufacturing work relating to the System;


(ii)     all costs for the purchase and supply of all System materials and parts; (iii)    delivery of the System DAP Yard; and
(iv)   all support activities for, and liaison with, the Buyer (including, without limitation, the Buyer’s representatives). Such activities and liaison to include, without limitation, producing Progress Reports (in electronic format as needed by the Buyer), the training described in Clause 9.5 and providing other information and activities related to the Services, including in relation to warranties.


		
	5.4
	All amounts in this Agreement are in United States Dollars. Payment shall be made via electronic bank transfer of funds to the following bank account of the Seller:







		
	5.5
	If the Buyer fails to pay any sum due in accordance with the terms of this Agreement, the Seller shall have the right to charge interest from the due date at the rate of 6% per annum on such outstanding sums, such interest to accrue from the date of default until the date of the full payment by the Buyer.




5.6     The cost of remitting payments shall be for the account of the payer.


		
	5.7
	Payments by either Party to the other under this Agreement, and their receipt, shall not be deemed a waiver of any right or claim either Party may have against the other.




		
	5.8
	The payments and any other amounts payable under this Agreement are payable to the Seller without any set- off, diminution, compensation or other deduction whatsoever.




		
	5.9
	All the amounts relating to the Purchase Price or any other amounts indicated in this Agreement are gross and the Seller shall be solely responsible for all taxes, duties, charges, tariffs and any other governmental costs of any kind whatsoever which may be due on the sale and purchase of the System and delivery of the Services.




5.10   As a condition of this Agreement and as security for the Purchase Price, the Buyer’s obligations to the Seller

shall be guaranteed by the Guarantor pursuant to the Financial Guarantee.


5.11   All payments shall be based on invoices generated by the Seller in such form as the Buyer may reasonable require together with written confirmation that the relevant milestone has been satisfied and shall be payable within five (5) days of issue.


6.       Change Orders


		
	6.1
	If the Buyer requests changes to the Services and/or the System after agreement of the Technical Specifications, such changes shall be agreed in writing in the form of a Change Order. A Change Order will only be implemented when signed by both the Buyer and Seller.




All requests for changes to the Services and/or System shall be provided by the Buyer to the Seller in writing. The Seller shall then, within seven (7) Business Days, send the Buyer a proposal for changes to the Purchase Price and/or the Delivery Time and/or the time for completion of any of the Services (as applicable).


		
	6.2
	The Seller shall use reasonable commercial efforts to accommodate all requests for a Change Order proposed by the Buyer.




6.3     If there is a change to any Regulations, the Buyer shall forthwith give notice thereof to the Seller in writing.
Thereupon, within ten (10) Business Days after giving the notice to the Seller, the Buyer shall advise the Seller as to the alterations and changes, if any, to be made on the System which the Buyer, in its sole discretion, shall decide.


The Seller shall comply with the said request of the Buyer, provided that the Seller and the Buyer shall first agree to:


(i)         any increase in the Purchase Price of the System that is occasioned by such compliance;


(ii)        any extension or advancement in the Nominated Delivery Date of the System that is occasioned by such compliance; and


(iii)       any other alterations in the terms of this Agreement or of the Technical Specifications, if such compliance makes such alterations of the terms necessary.


Any delay in the construction of the System caused by the Buyer’s delay in making a decision or agreement as above shall constitute a permissible delay under this Agreement.  Such agreement by the Buyer shall be effected in the same manner as provided above for in Clause 6.1 above.


		
	6.4
	Any additional cost resulting from a Change Order shall be agreed in advance by the Buyer (acting reasonably and without delay) and paid by the Buyer in accordance with the payment terms detailed in Clause 5.1.




7.       Compliance and taxes


		
	7.1
	The Seller and the Buyer shall comply with all applicable laws, ordinances, rules, regulations and orders of any public authority bearing on the performance of the Services under this Agreement, including (without limitation) all applicable laws relating to the prevention of bribery, corruption and modern slavery. The Seller confirms that it has adopted anti-bribery, anti-corruption and anti-slavery policies which shall be in effect throughout the period this Agreement is in effect and shall provide a copy of such policies to the Buyer. The Seller shall secure and pay for all permits and governmental fees, licenses and inspections necessary for the proper execution and completion of the Services under this Agreement.



		
	7.2
	The Seller shall comply with local tax laws, social security acts, unemployment compensation acts and service compensation acts, insofar as applicable to the performance of the Services under this Agreement.




		
	7.3
	The Seller shall take all proper and reasonable safety precautions with respect to the Services to be performed under this Agreement, including only the use of qualified and trained personnel, and shall comply with all standard safety measures and with all applicable laws, ordinances, rules, regulations and orders of any public authority for the safety of persons or property.




		
	7.4
	The Seller shall bear and pay all taxes, duties, stamps, dues and fees imposed in connection with the manufacture and supply of the System DAP Yard.




		
	7.5
	The Buyer shall bear and pay all taxes, duties, stamps and fees incurred in China after Delivery and at all times outside of China in connection with execution and/or performance of this Agreement, except for taxes and duties imposed upon those items to be procured by the Seller for the manufacture and supply of the System or the provision of any Services. The Seller shall bear and pay all taxes levied, if any, on the Seller's personnel or on the provision of any Services.




		
	7.6
	If either Party is required to and pays any taxes, duties, stamps, dues and fees for which the other Party is responsible under this Clause, the other Party shall reimburse the paying Party within ten (10) Business Days of receipt of notice to that effect, together with evidence of the amount paid.




8.       Progress Reports


		
	8.1
	The Seller shall appropriately coordinate its Services to be performed under this Agreement and report to the Buyer’s designated employee(s), whose details will be notified to the Seller, as and when reasonably requested to do so.




		
	8.2
	The Buyer is entitled to receive written Progress Reports every 15 days and any actual or anticipated delays in manufacturing or delivery shall be reported to the Buyer as soon as practicable.




9.       Testing, Acceptance and Commissioning Deliverables


		
	9.1
	The Seller shall be fully responsible for all production, parts testing and trials of the finished System in accordance with the requirements of this Agreement including the Technical Specifications.




		
	9.2
	The Seller shall provide seven (7) days’ notice to the Buyer for ITP shop acceptance tests and one (1) day notice for SY tests performed according to the agreed on board test procedures acceptable to the Vessel’s classification society.




		
	9.3
	If, on Delivery, the System does not meet the required Technical Specifications the Buyer may (at its sole discretion) either reject the System or accept it under certain conditions.




		
	9.4
	The Seller shall be responsible for supervision of Installation and Commissioning of the System in accordance with the Technical Specifications which shall consist of the Seller and PowerChina providing a minimum of


1 technical supervisor to the Buyer during Installation of the System at the Yard.


9.5     The Seller will make available to the Buyer the following items as soon as possible after entry into this
Agreement but always in time for Delivery:


a.   System documentation in digital format;


b.   Original, licensed software disks and digital copies of all other software for the System;



c.   Two complete digital copy sets of technical manuals (suitably indexed);


d.   As-built documentation, in digital format, will be delivered to the Buyer not later than sixty (60) days from the date of Commissioning;


		
	e.
	All configuration software for the System, all settings, passwords and configurations, and the control system source code (in compiled format);




f.    Any and all warranties and guarantees for the System from manufacturers and/ or suppliers of parts and/
or sub-systems; and


g.   Asbestos  free  declaration for  all  new  installed  equipment/subassembly/secondary  equipment  of  the
System.


9.6     The Seller will provide Training to the Buyer.


		
	9.7
	The Seller shall use reasonable endeavours to ensure that all of the Seller’s staff, agents and sub-contractors attending at a Yard (and all other persons who enter such premises with the authority of the Seller) for the purpose of, or in connection with, this Agreement or the provision of the Services and/or the System adhere to the relevant Yards’ security procedures and health and safety regulations, as from time to time may be notified to the Seller or otherwise brought to the attention of the Seller or its representatives.




10.      Insurance


10.1      The Buyer confirms that the Vessel:


(A)       is entered with a P&I club that is a member of the international group of P&I clubs; and


(B)       is insured for H&M (hull and machinery) coverage for her full market value.


These insurances shall be placed with reputable insurers and reasonable deductibles (by reference to the market practice) which deductibles shall not be for the account of the Seller. The Buyer shall upon request furnish the Seller with copies of the cover notes which provide information to verify that the Buyer has complied with the insurances requirements.


10.2   The Seller shall obtain and pay for all forms of insurance for employer’s liability required by applicable law, for itself and for its employees, servants, agents, sub-contractors and suppliers who will attend at the Yard or the premises of any sub-contractors and/or suppliers of parts for the System. The Seller shall furnish evidence satisfactory to the Buyer that it has complied with these requirements upon request.


10.3   Had the Seller retained title to the System following Delivery until full payment of the Purchase Price, the Seller would have insured the System in relation to the perils listed at Schedule 8 to this Agreement (the “Seller’s Insurances”). By entering into this Agreement, the Buyer acknowledges and agrees that it has had an opportunity to review Schedule 8 and accepts the list of perils for purposes of Clause 5.2 herein.


11.      Representations and Warranties


11.1   The Seller represents and warrants to the Buyer, as at the date of this Agreement and on a continuing basis throughout the term of this Agreement, that:


a.   The Seller is a legal entity, duly organized, validly existing and in good standing under the laws of the

jurisdiction of its incorporation or organization and has adequate power to enter into and perform this
Agreement.


b.   The entering into, execution and performance of this Agreement by the Seller does not and will not conflict with, violate, result in a breach of, or (where applicable) result in default under the provisions of any law, regulation, agreement, document, indenture, order, writ, injunction, decree, determination or award of any court, or any governmental department, board, commission, tribunal, agency, or instrument to which the Seller is subject.


		
	c.
	The Seller is not insolvent nor has it made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. The Seller has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of the Seller, or any of its property or assets and no execution or distress has been levied upon any of the property or assets of the Seller. No act or proceeding has been taken or authorized by or against the Seller with respect to any amalgamation, merger,  consolidation,  arrangement  or  reorganization  of, or relating to, the  Seller nor have  any such proceedings been authorized by any other person or entity.




d.   This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.


		
	e.
	All applicable consents licences approvals authorisations or declarations of the governmental authorities or agencies required to make this Agreement legal, valid and enforceable have been obtained and are in full force and effect.




f.    It has appropriately trained employees who will perform the Services under this Agreement.


g.   It has all the appropriate and necessary rights from Pacific Green Technologies Inc. and its affiliates to design, manufacture and supply the System to the Buyer under the terms of this Agreement.


h.   The System shall be designed, manufactured, constructed, tested, surveyed, certified and/or otherwise verified to be capable of reducing SOx emissions to a maximum of 0.1% in accordance with the requirements of this Agreement and the requirements of MARPOL and VGP as at the date of this Agreement and as contemplated by the stricter regulations to be enforced as of 1 January 2020.


		
	i.
	It has obtained all national and governmental approvals, authorisations and licenses, including (without limitation) export licenses, which are required from time to time to perform all of the Services and deliver the System in accordance with this Agreement.




		
	j.
	None of the software developed and provided for the System shall be subject to ongoing or future usage fees or otherwise, and that none of the software has the ability to be locked remotely so as to render it unusable or inaccessible to or by the Buyer.




k.   By the provision of the Services and the System and/or the subsequent use of such System by the Buyer no patents or other Intellectual Property or industrial or design rights of third parties will be infringed.


		
	l.
	The Seller has no outstanding and overdue invoices payable to PowerChina or any other party, except for invoices which are being contested in good faith in appropriate proceedings. The Seller shall promptly notify the Buyer of any outstanding and overdue invoices.




11.2   The Buyer represents and warrants to the Seller, as at the date of this Agreement and on a continuing basis throughout the term of this Agreement, that:



		
	a.
	the Buyer is a legal entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has adequate power to enter into and perform this Agreement;




b.    the Buyer has all requisite permissions from the owner of the Vessel;


		
	c.
	the entering into, execution and performance of this Agreement by the Buyer does not and will not conflict with, violate, result in a breach of, or (where applicable) result in default under the provisions of any law, regulation, agreement, document, indenture, order, writ, injunction, decree, determination or award of any court, or any governmental department, board, commission, tribunal, agency, or instrument to which the Buyer or the Vessel is subject;




		
	d.
	the Buyer is not insolvent nor has it made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. The Buyer has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of the Buyer, or any of its property or assets and no execution or distress has been levied upon any of the property or assets of the Buyer.;




		
	e.
	this Agreement has been duly authorized, executed and delivered by the Buyer and constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms;




		
	f.
	without limiting the generality of the foregoing, the Buyer has obtained confirmation from the engine manufacturer for each of the Vessels that up to 8” WC of back pressure resulting from Installation and the operation of the System will not cause damage to the Vessel’s engine or any of its systems, including without limitation the exhaust system;




g.    the Vessel is insured in accordance with this Agreement; and


		
	h.
	all applicable consents licences approvals authorisations or declarations of the governmental authorities or agencies required to make this Agreement legal, valid and enforceable have been obtained and are in full force and effect.




11.3   The Buyer hereby acknowledges and accepts that the Hybrid-ready system is designed to comply with the current requirements of the Regulations, VGP, the MEPC Guidelines and the Regulatory Authorities, as these are in force at the date of this Agreement. The Buyer further acknowledges that the future entry into force of certain legislative changes may require certain vessels to install a closed loop system in order to be compliant with the MEPC Guidelines and the Regulations. By choosing to purchase a Hybrid-ready system, the Buyer agrees to solely bear the risk of such Hybrid-ready system becoming non-compliant with the Regulations, MEPC Guidelines and requirements of the Regulatory Authorities. and the Seller shall not be responsible for the cost of upgrading such System to a closed loop system.  The Seller shall under no circumstances be liable for any direct, indirect or consequential loss, damage or expense arising out of or in connection with any actual or contemplated changes in the Regulations.


11.4   The Seller agrees to procure that PGT will issue the PGT Guarantee on the date of this Agreement.


11.5   The Buyer shall, in respect of the Vessel, promptly discharge all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel and, forthwith upon receiving notice of the arrest of the Vessel, or of its detention in exercise or purported exercised of any lien or claim, the Buyer shall procure its release by providing bail or otherwise as the circumstances may require provided that, in relation to a claim which is being contested in good faith by appropriate proceedings, promptly instructed and

diligently pursued and where appropriate reserves have been established to the satisfaction of the Seller, the Buyer shall have a period of sixty (60) days from the occurrence of such an event in order to release the Vessel from such arrest.


12.     Warranty of System and Services


12.1   The Seller shall and does hereby guarantee and warrant the System as set out in this Clause.


12.2   The Seller warrants the System on the Vessel against any and all defects, breakdowns or failures directly caused by negligent, faulty and/or defective design (excluding as agreed by the Buyer pursuant to the Equipment Design Drawings), workmanship or materials for a period of twenty-four (24) months after the date of Commissioning relating to the Vessel (the "Warranty Period"). In addition, the Seller also provides the Buyer with the PowerChina Warranty.


12.3   In case of any defect, breakdown, or failure of the System during the Warranty Period, entirely at its cost, the Seller shall as soon as practical send suitably qualified technicians to the location of the Vessel, provided the Vessel is at port or in a yard, as notified to the Seller by the Buyer, to carry out the necessary repair or replacement works. The Seller will make every reasonable effort to carry out the repair or replacement works in the shortest time and with as few visits as possible. However, the parties acknowledge that it may not be possible to complete a repair or replacement in one visit. If the Seller cannot send technicians promptly, the Seller shall pay the direct and proven costs for having the repair or replacement carried out by a reputable third- party contractor, subject to prior written approval of the Buyer, which approval is not to be delayed or withheld unreasonably. The Seller shall not in any circumstances be responsible for towage, dockage, wharfage, port charges, the fees of agents at a port and/or any other expenses (whether similar or not in nature or type to the aforesaid items of expenditure, such as the costs of bunkers, gas freeing, work permission, transportation fees, immigration handling fees, etc.) incurred for the Buyer's getting and keeping the Vessel ready for such repairing or replacing.


		
	12.4
	The liability of the Seller provided for in this Clause 12 shall be limited to the repair of defects caused by defective materials, construction miscalculation and/or poor workmanship, or negligent, faulty and/or defective design (excluding as agreed by the Buyer pursuant to the Equipment Design Drawings), as above provided. The Seller shall not be obliged to repair, nor be liable for damage to the Vessel or any part of the equipment thereof, which after the Delivery Date, is caused other than by the defects of the nature specified in this Clause 12. The guarantees contained as hereinabove in this Clause 12 replace and exclude any other liability, guarantee, warranty and/or condition imposed or implied by law, customary, statutory or otherwise on the part of the Seller to the Buyer. For the avoidance of doubt, the responsibility and cost of Installation is that of the Buyer and the guarantee and warranty as set out in this Clause does not cover any defect, breakdown, or failure of the System and/or Services which do not arise out of the design, manufacture, sale and delivery of the System DAP Yard.




12.5   The Seller shall under no circumstances be liable for defects to the Vessel or System, or any part of equipment thereof, caused by perils of the sea or rivers, or navigation, or fire, or normal wear and tear or accidents at sea or elsewhere or by mismanagement, accident, negligence, wilful neglect, act or omission, alteration or addition on the part of the Buyer, its employees or agents on or doing work on the Vessel including the Vessel's officers, crew, and passengers. Likewise, the Seller shall not be liable for defects in a Vessel or any part of equipment thereof, that are due to repairs which were made by an entity other than the Seller, its subsidiaries, subcontractors, or their representatives, or authorized third-party contractors.


12.6   The Seller shall be under no obligation with respect to defects of whatsoever nature and howsoever caused discovered after the expiration of the Warranty Period.


12.7   Save as aforesaid, in no event shall the Seller be liable for any direct, indirect or economic loss or damage,

consequential loss or expenses occasioned by or connected with any defect, nor for loss of time in operating the Vessel, loss of profit or earnings or demurrages, salvages and so on due to any defect or repairs caused by such defect, unless such losses are caused by the Seller’s negligence or wilful misconduct.


12.8   THE FOREGOING GUARANTEES AND WARRANTIES ARE IN LIEU OF ALL OTHER GUARANTEES AND WARRANTIES WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY.  IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY SHALL NOT APPLY.   THE SELLER'S OBLIGATIONS AND ANY REMEDIES THEREUNDER ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN.


13.     Delays


		
	13.1
	Subjects always to any permissible delays pursuant to Clause 20, in the event of a Delivery Delay, the Buyer shall be entitled to claim liquidated damages for the delay as follows:




The liquidated damages shall be 1% of the Purchase Price per week of delay for the first four (4) weeks of late delivery and 1.5% of the Purchase Price per week of delay beyond the first four (4) weeks. The Sellers cumulative liability for liquidated damages for a Delivery Delay shall be limited to 10% of the Purchase Price.


		
	13.2
	If the Buyer has become entitled to be paid the maximum amount of liquidated damages for a Delivery Delay in accordance with Clause 13.1, the Buyers may demand delivery within a final reasonable period, which shall not be less than one (1) week. If the Seller then fails to deliver the System within such final period, then the Buyer may terminate this Agreement in accordance with Clause 14.




13.3      Subjects always to any permissible delays pursuant to Clause 20,  in the event of a Supervision Delay, the
Buyer shall be entitled to claim liquidated damages for the delay as follows:


The liquidated damages shall be 0.1% of the Purchase Price per day of delay. The Sellers cumulative liability for liquidated damages for a Supervision Delay shall be limited to 3% of the Purchase Price.


13.4      If the Buyer has become entitled to be paid the maximum amount of liquidated damages for a Supervision
Delay in accordance with Clause 13.3, the Buyer may terminate this Agreement.


14.     Termination


		
	14.1
	The Buyer shall be entitled to terminate this Agreement by notice in writing to the Seller in the event that: (a)        the Seller or PowerChina is deemed insolvent pursuant to Clause 14.3; and/or


(b)        pursuant to Clause 13.2 or Clause 13.4; and/or


(c)        the Seller breaches any material term of this Agreement, which is incapable of remedy, or if capable of remedy remains un-remedied for five (5) Business Days following notice to remedy such breach; and/or


(d)        any representation or warranty made by the Seller in this Agreement, or any report, notice or other writing furnished by the Seller or PowerChina in connection herewith proves to have been materially incorrect or misleading when made; and/or


(e)        the Buyer becomes entitled to terminate the Framework Agreement pursuant to clause 7.1 (c) of the
Framework Agreement.

Upon the happening of any of the above events, the Buyer, in addition to any remedy provided by law or equity and subject to any applicable prohibition, limitation or condition, shall be:


(A)       entitled to immediately terminate this Agreement; and/or


(B)       entitled to recover any part of the Purchase Price paid to the Seller. The total compensation to the Buyer shall not exceed 100% of the Purchase Price.


		
	14.2
	The Seller shall be entitled to terminate this Agreement by notice in writing to the Buyer in the event that: (a)        the Buyer is deemed insolvent pursuant to Clause 13.3; .


(b)        the Buyer breaches a material term of this Agreement, which is incapable of remedy, or if capable of
remedy remains un-remedied for five (5) Business Days following the notification by the Seller to the Buyer in writing of the occurrence of such breach;


(c)        the Buyer fails to accept the System upon Delivery by the Seller in accordance with the provisions of this Agreement provided that the System is fully compliant with the Technical Specifications;


(d)        any representation or warranty made by the Buyer in this Agreement, or any report, notice or other writing furnished by the Buyer to the Seller in connection therewith proves to have been materially incorrect or misleading at the time it was made; or


(e)        any insurance placed or maintained pursuant to the terms of this Agreement shall lapse or be cancelled, and the Buyer does not remedy any such lapse or cancellation with three (3) Business Days of the lapse/cancellation.


Upon the happening of any of the above events, the Seller, shall be:


(A)       entitled to immediately terminate this Agreement; and/or


(B)       entitled to:


I.          the immediate return of the System; or


		
	II.
	recover  any  unpaid  part  of  the  Purchase  Price  (and  any  interest  due thereunder) together with any direct losses they may suffer, or liability to subcontractors they may incur, by reason of the termination.




14.3      The Seller, PowerChina or the Buyer shall be deemed insolvent (the Insolvent Party) if it:


(a)        makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or


(b)        an encumbrancer takes possession of, or a receiver is appointed in respect of any of the Insolvent Party’s property or assets, excluding any arrest or detention of the Vessel which is released from arrest or detention within sixty (60) days of such arrest or detention; or


(c)        has any insolvency or analogous proceedings commenced against it in any part of the world and such proceedings are not waived or lifted within twenty-eight (28) Business Days of commencement; or


(d)        has an order made against it by any competent court or other judicial body to appoint a liquidator,

receiver, administrator or similar manager over its assets, or for its restructuring, winding-up (actual or effective) or dissolution,


(e)        a Party reasonably apprehends that any of the events mentioned in (a) to (d) above is about to occur in relation to the Insolvent Party and, after notification to the Insolvent Party, is not reasonably satisfied as to its continuing creditworthiness and/or is not provided with suitable guarantees.


14.4   Termination of this Agreement shall not affect any existing rights or liabilities of the Parties which have accrued as at the date of such termination.


14.5   If, at any time, a Party becomes aware that the other Party is subject to any sanction or prohibition imposed by any state, supranational or international governmental organisation, and in their reasonable judgment such sanction or prohibition will expose that Party to any form of censure or liability, then the non-offending Party may terminate this Agreement by written notice to the offending-Party.


15.     Transfer Upon Sale


The Seller agrees that the Buyer may sell the Vessel at any time, and the Seller agrees that the Buyer may freely assign or novate this Agreement to any purchaser of the Vessel (the identity of the purchaser to be subject to the consent of the Seller in its sole discretion, it being understood that any subsidiary or affiliate of Scorpio Tankers Inc. or Scorpio Bulkers Inc. shall be acceptable to the Seller), provided that, if the Vessel is sold with any part of the Purchase Price remaining unpaid, the Seller is provided with a payment guarantee in a form acceptable to it with respect to the payment obligations of such purchaser.


16.     Notices


16.1   All notices, requests, certificates, demands and other communications made under the terms of this Agreement shall be given in writing. Unless expressly stated otherwise in this Agreement, any such notices, requests, certificates, demands and other communications may be given either by (i) courier service delivery or (ii) sent by e-mail transmission to:


Buyer:


c/o Scorpio Tankers Inc. Le Millenium
9 boulevard Charles III
MC 98000
Monaco


Email:     Drydocking.SSM@scorpiogroup.net
Cc:          legal@scorpiogroup.net


Seller:


Pacific Green Marine Technologies Inc.
5205 Prospect Road
San Jose California 95129 USA Attention: Scott Poulter


Email:     sfpoulter@pacificgreen.tv


or such other address as either Party may specify from time to time by written notice to the other.



16.2   Notices and documents delivered by courier service shall be deemed served following actual receipt by the other Party. Notices and documents sent by e-mail transmission shall be deemed served when transmitted, against proof of dispatch.


17.     Liabilities



17.1
 

(a)        Any sea trials or movements of the Vessel or acts of the Yard (other than those acts directly caused by the intervention, act or omission of the Seller) shall be at the Buyer's sole risk and responsibility, and the Seller shall not be under any liability whatsoever to the Buyer for any loss, damage or expense resulting from such sea trials or movements or acts of the Yard, unless caused by the negligence, gross negligence or wilful default of the Seller.


(b)        In no circumstances shall either Party’s liability to the other Party include any sum in respect of loss of hire, profit, use or business, or any similar direct, indirect or consequential loss, damage or expense arising out of or in connection with this Agreement.


(c)        The Seller shall not be obliged to repair, nor be liable for damage to the Vessel or any part of the equipment thereof, except for (a) the System pursuant to any warranty provided by the Seller or PowerChina, and (b) in relation to any letters of indemnity entered into by the Seller’s representatives prior to embarkation subject to reasonable advance opportunity for review and consent to the terms of same by the Seller.





17.2   Each Party accepts responsibility and liability for the death or personal injury of its own personnel and the personnel of those entities for whom they are responsible under this Agreement, irrespective of the cause of death or personal injury, and whether or not caused by the negligence or gross negligence of the other Party, or those entities for whom other Party are responsible under this Agreement. Each Party further agrees to indemnify and hold harmless the other Party, as regards both liability and legal costs, in the event that the aforesaid personnel or their dependants pursue claims for death or personal injury against the other Party who is not responsible for them under this Agreement.


17.3   Each Party agrees to indemnify the other Party against all claims made against the other Party by third parties (being those individuals and entities for whom neither Party is responsible under this Agreement) in any way related to this Agreement, where such claims are caused by, or to the extent that they are contributed to by the indemnifying party's negligence, gross negligence or wilful default. The indemnifying Party shall bear the expense of investigations and defences of all claims against which the other Party is indemnified under paragraph (a) above and all lawsuits arising therefrom including the legal costs of the indemnified Party.


17.4   The limitations on each Party’s liability herein shall also apply to the liability of those for whom that Party is responsible under this Agreement. Each Party further agrees that it will not, directly or indirectly, circumvent the aforesaid limitations and allocation of responsibility by taking legal proceedings against the employees, servants or agents of the other Party, and to this extent each Party shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all such persons.


17.5   Nothing herein contained shall affect any right that the Parties may have to limit their liability under any statutory enactment for the time being in force.


18.     Intellectual Property


18.1   The provisions of this Clause 18 shall survive the performance or termination of this Agreement for any reason

whatsoever.


18.2   The Buyer acknowledges that ownership and title to all Intellectual Property related to the System shall remain vested in the Seller. The Buyer shall not use any of the Intellectual Property except for the purposes of operating and maintaining the System. The Seller hereby grants the Buyer a worldwide, royalty-free, fully-paid, non- exclusive, freely-transferrable license to use the Intellectual Property for the purposes of operating and maintaining the System. The Buyer and each Purchaser shall be entitled to sell or charter the Vessel with the System installed, and the Purchaser shall be permitted to assign or transfer the license granted hereby to any such purchaser or charterer.The Buyer shall be entitled to sell or charter the Vessel with the System installed. The Buyer shall at the reasonable request and at the sole expense of the Seller take all such steps as the Seller may reasonably require to assist the Seller in maintaining the validity and enforceability of any Intellectual Property and shall enter into such formal licences as Seller may reasonably request for this purpose. The Buyer shall not represent that it has any title in or right of ownership to any Intellectual Property in the System, or do or suffer to be done any act or thing which may in any way impair the rights of Seller in any of the Intellectual Property or bring into question the validity of its registration of or interests in same. The Buyer shall promptly and fully notify the Seller of any actual infringement of any of the Intellectual Property referred to herein and the patents which come to the Buyer’s notice.


19.     Confidentiality


19.1   Confidential Information shall be held in the strictest confidence and not disclosed to any third party unless the disclosure of all or any part of the Confidential Information is required by any applicable law or regulation including any stock exchange rules or permitted by a specific agreement in writing signed by the Buyer and the Seller. The Parties agree to and shall exercise all necessary precautions to prevent the unauthorised disclosure of all or any part of the Confidential Information by their directors, employees, servants, agents, suppliers, or consultants.


19.2   The Parties may only use Confidential Information given to or obtained by it in the course of performing their obligations pursuant to this Agreement and may not pass the same on to third parties, save that they shall be permitted to disclose such Confidential Information, as strictly necessary, to their sub-contractors, suppliers, professional advisers or current or potential lenders and financiers, but only on a strictly “need to know” basis and on the basis that such persons maintain confidentiality to the same standard as set out in this Clause 19.


19.3   The Buyer and the Seller hereby agree that at all times, whether during or after the provision of the Services and the System, Confidential Information shall include the terms of this Agreement or ancillary contracts, the existence of the Agreement itself, the contract price, design, specifications, plans, drawings, technical information, or any data or other information whatsoever relating to the Buyer (or any persons or entities associated therewith) or a vessel nominated by the Buyer.


19.4   Save for the regulatory requirements of the SEC  and any stock exchange rules and any other audit, legal or regulatory requirement, neither Party may publicise the terms of this Agreement without the prior written consent of the other Party.


19.5   The provisions of this Clause 19 shall survive the performance or termination of this Agreement for any reason whatsoever.


20.     Force Majeure


Neither Buyer nor Seller shall be responsible for delay or failure to perform hereunder if the reason for such arises from: acts of God(s), fire, explosion, earthquakes, tidal waves, tsunami, floods, typhoons, hurricanes or other named storms and severe weather conditions, which could not have been expected to occur in the relevant location; fire, unless it is caused by the actual fault or privity of a Party; perils, dangers and accidents of the sea

or other navigable waters; act of war, blockade, acts of terrorism, revolution, insurrection; act of public enemies, assailing thieves or pirates,  civil commotion, riots or  sabotage; seizure  under  legal  process;  quarantine restrictions; strikes, lockouts, stoppage or restraint of labour from whatever cause. In the event of a force majeure event which impacts performance under this Agreement, the affected Party must promptly notify the other Party in writing of the occurrence of such event and the steps being taken to mitigate its impact. In no event shall a force majeure event or events excuse a delay or failure to perform under this Agreement for more than an aggregate of ninety (90) days.


21.     Law & Jurisdiction


21.1   Any and all disputes or claims arising out of and/or related to this Agreement, its performance, breach, or interpretation thereof (including issues about its validity or enforceability) or otherwise arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.


21.2   Any and all disputes or claims arising out of and/or related to this Agreement, its performance, breach, or interpretation thereof (including issues about its validity or enforceability) or otherwise arising out of or in connection with its subject matter or formation (including non- contractual disputes or claims) shall be brought before a three-member arbitration tribunal in London. The arbitration shall be conducted in English and governed by LMAA terms (which are current at the time that the party bringing the claim serves notice of arbitration on the other party).


The reference shall be to three arbitrators. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party requiring the other Party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement.


Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.


In cases where neither the claim nor any counterclaim exceeds the sum of USD 50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.


21.3   Without prejudice to any other mode of service allowed under any relevant law:


(a)        the Seller irrevocably appoints Campbell Johnston Clark of 59 Mansell Street, London E1 8AN, England (or otherwise at their registered address from time to time); and


(b)        the Buyer irrevocably appoints Scorpio UK Limited of 10 Lower Grosvenor Pl, Westminster, London
SW1W 0EN (or otherwise at their registered address from time to time),


as their agent for service of process in relation to any proceedings before the English courts in connection with this Agreement. If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process or terminates its appointment as agent for service of process, the relevant Party (as the case may be) must immediately (and in any event within 7 days of such event taking place) appoint another

agent on terms acceptable to the other Party.


22.     Miscellaneous


22.1   Time is and shall be in all respects of the essence of this Agreement.


22.2   Neither Party may assign this Agreement or assign, pledge, sell, transfer or otherwise deal with any of its obligations or rights hereunder without the express prior written consent of the other Party.


22.3   This Agreement contains the entire understanding of the Parties in relation to the subject matter hereto and supersedes any and all understandings or agreements, whether written or oral, prior to the execution hereof.


22.4   Nothing contained in this Agreement shall be deemed to create any relationship of agency, partnership or joint venture between the parties. A waiver by either party of a breach of any term or condition of this Agreement shall be in writing, and shall not be deemed as continuing waiver or a waiver of any subsequent breach unless so provided by written notice.


22.5   If any Clause or provision of this agreement is or would be invalid, illegal or unenforceable, in whole or in part, under applicable law, said Clause or provision shall be deemed severed, and the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected thereby and shall remain operative and in full force and effect.


22.6   This Agreement may be executed in counterparts, all of which shall together constitute one agreement.
Signatures in facsimile form and scanned executed copies sent via electronic mail shall be considered original signatures.






[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement on the date first above written.






EXECUTED in the presence of:                           )
)
)           PACIFIC GREEN MARINE TECHNOLOGIES INC.
Name                                                                     )
)
)           Per:       Address                                                                 )                  Scott Poulter, Executive Director
)
) Occupation                                                            )








EXECUTED in the presence of:                           )
)
)           [SCORPIO ENTITY TBC]
Name                                                                     )
)
)           Per:       Address                                                                 )           Name:                            , Director
)
) Occupation                                                            )

Schedule 1


Financial Guarantee






(appended)

Schedule 2




In respect of an Agreement entered into between Pacific Green Marine Technologies Inc. (“PGMT”) and [    ] (“Scorpio”) on [  ] (the “Agreement”) to supply the ENVI-MarineTM exhaust gas cleaning system (the “System”) to certain vessels owned or managed directly or indirectly by Scorpio, PowerChina SPEM Company Limited (“PowerChina”) as manufacturer of the System hereby irrevocably and unconditionally warrants and covenants to PGMT and Scorpio jointly and severally that:


(a)       all raw materials (the “Materials”) used or to be used by PowerChina in the manufacturing, engineering and fabrication of the System (the “Equipment") will be of merchantable quality;


(b)       all Equipment delivered by PowerChina to PGMT will be delivered free from encumbrances;


(c)       the manufacture of the Equipment will be undertaken by PowerChina with due care and skill as required for
Equipment of this nature;


(d)       with respect to the fabrication of the Equipment, all Materials will have a 24-month manufacturing warranty after Commissioning;


(e)       with respect to the pumps, wiring, piping, gauges and accessories, the Equipment will have a 24-month manufacturing warranty after Commissioning;


		
	(f)
	Scorpio shall use best endeavours to make the Vessel available for PGMT’s personnel to board at the earliest stage practicable for Scorpio for any warranty work to commence following notification to PGMT of any potential issue without materially affecting the commercial employment of the Vessel;




(g)       PowerChina will undertake the manufacture of the System and its work will be undertaken with due care and skill as required for Equipment of this nature;


(h)       should PGMT be in default of its obligations under the terms of the Agreement in respect of the System or PGMT become insolvent, PowerChina hereby acknowledges that the obligations and rights of these warranties, obligations and covenants to PGMT shall (as far as it is practicably able to do so) be transferred to Scorpio for its absolute benefit save that PowerChina shall not be responsible at any time for any repairs or failures that are the result of:


1.           any unauthorized alteration or modification of the Vessel, the Equipment or any component thereof;
2.           any defect arising from ordinary wear and tear and/or lack of maintenance;
3.           damage arising outside of ordinary usage or damage arising from conditions of heavy weather; and
		
	4.
	any misuse, negligent use or use without normal maintenance or operation of the Equipment contrary to instructions furnished by PGMT and/or PowerChina.




PowerChina shall under no circumstances be liable for defects in the Vessel, or any part of equipment thereof, caused by perils of the sea or rivers, or navigation, or fire, or normal wear and tear, or accidents at sea or elsewhere or by mismanagement, accident, negligence, wilful neglect, alteration or addition on the part of Scorpio, its employees or agents on or doing work on the Vessel including the Vessel's officers, crew, and passengers. Likewise, PowerChina shall not be liable for defects in the Vessel or any part of equipment thereof, that are due to repairs which were made by other than PGMT or PowerChina, its subsidiaries, subcontractors, or their representatives or authorized third-party contractors.


PowerChina shall be under no obligation with respect to defects of whatsoever nature and howsoever caused discovered after the expiration of the Warranty Period.


Save as aforesaid, in no event shall PowerChina be liable for any direct, indirect or economic loss or damage,

consequential loss or expenses occasioned by or connected with any defect, nor for loss of time in operating the
Vessel, loss of profit or earnings or demurrages, salvages and so on due to any defect or repairs caused by such defect.


THE FOREGOING GUARANTEES AND WARRANTIES ARE IN LIEU OF ALL OTHER GUARANTEES AND WARRANTIES WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY.    IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY SHALL NOT APPLY.    POWERCHINA'S OBLIGATIONS AND ANY REMEDIES THEREUNDER ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN.


All words and expressions defined in the Agreement shall have the same meaning when used herein. SIGNED


--------------------------------------------- PowerChina SPEM Company Limited Director

Schedule 3


Technical Specifications

Schedule 4


Scope of Supply

Schedule 5


PGT Guarantee

Schedule 6
Pricing Curve

Schedule 7
Certificate of Delivery and Acceptance




THE  UNDERSIGNED,                                                             ,    on    behalf    of    [SCORPIO ENTITY TBC],  as Buyer  under a  Purchase Agreement dated                                   , 2018 (the “Agreement”) hereby attest that   the System was delivered by Pacific Green Technologies  Inc., as the Seller under the Agreement and was accepted by

the Buyer at                                                                                      hours  this            day
 
of           ,     year       
 
DAP



Yard pursuant to the terms of the Agreement . The Buyer acknowledges that the System has been delivered by the Seller fully compliant with the Technical Specifications and in accordance with the terms and conditions of the Agreement and the Buyer hereby accepts delivery of the System.






[SCORPIO ENTITY TBC]








per: Its Authorized Signatory










Schedule 8
Named Perils


•         Fire
•         Explosion
•         Flood
•         Rain water
•         Earthquake
•         Lightning
•         Theft by forcible entry
•         Malicious damage / vandalism
•         Riots or civil disturbances
		
	•
	All other risks of physical loss or damage to the System prior to full payment of the Purchase Price in accordance with this Agreement














Schedule 4A The ࿽019 Vessels (appended)











	
					
	Scorpio Entity
	Vessel Name
	Country of Incorporation
	Registered Office
	Nominated Delivery Date

	SBI Leo Shipping Company Limited
	SBI LEO
	Marshall Islands
	Trust Company Complex
	01‐Aug‐19

	SBI Bravo Shipping Company Limited
	SBI BRAVO
	Marshall Islands
	Trust Company Complex
	01‐Jul‐19

	SBI Antares Shipping Company Limited
	SBI ANTARES
	Marshall Islands
	Trust Company Complex
	01‐Jul‐19

	SBI Tethys Shipping Company Limited
	SBI TETHYS
	Marshall Islands
	Trust Company Complex
	01‐Aug‐19

	SBI Athena Shipping Company Limited
	SBI ATHENA
	Marshall Islands
	Trust Company Complex
	01‐Jul‐19

	SBI Phoebe Shipping Company Limited
	SBI PHOEBE
	Marshall Islands
	Trust Company Complex
	01‐Aug‐19

	SBI Aries Shipping Company Limited
	SBI ARIES
	Marshall Islands
	Trust Company Complex
	01‐Aug‐19

	SBI Gemini Shipping Company Limited
	SBI GEMINI
	Marshall Islands
	Trust Company Complex
	01‐Sep‐19

	SBI Puma Shipping Company Limited
	SBI PUMA
	Marshall Islands
	Trust Company Complex
	01‐Jun‐19

	SBI Jaguar Shipping Company Limited
	SBI JAGUAR
	Marshall Islands
	Trust Company Complex
	01‐Jul‐19

	SBI Macarena Shipping Company Limited
	SBI MACARENA
	Marshall Islands
	Trust Company Complex
	01‐Sep‐19

	SBI Swing Shipping Company Limited
	SBI SWING
	Marshall Islands
	Trust Company Complex
	01‐Apr‐19

	SBI Jive Shipping Company Limited
	SBI JIVE
	Marshall Islands
	Trust Company Complex
	01‐Oct‐19

	SBI Lynx Shipping Company Limited
	SBI LYNX
	Marshall Islands
	Trust Company Complex
	01‐Oct‐19

	SBI Zumba Shipping Company Limited
	SBI ZUMBA
	Marshall Islands
	Trust Company Complex
	01‐Apr‐19

	SBI Parapara Shipping Company Limited
	SBI PARAPARA
	Marshall Islands
	Trust Company Complex
	01‐Apr‐19

	SBI Mazurka Shipping Company Limited
	SBI MAZURKA
	Marshall Islands
	Trust Company Complex
	01‐Sep‐19

	SBI Samba Shipping Company Limited
	SBI SAMBA
	Marshall Islands
	Trust Company Complex
	01‐Jul‐19


















Schedule  4B


The 2020 Initial Vessels


(appended)












	
				
	Vessel Name
	Country of Incorporation
	Registered Office
	Nominated Delivery Date

	SBI Apollo
	Marshall Islands
	Trust Company Complex
	01‐Dec‐19

	SBI Echo
	Marshall Islands
	Trust Company Complex
	01‐Jan‐20

	SBI Libra
	Marshall Islands
	Trust Company Complex
	01‐Jan‐20

	SBI Lyra
	Marshall Islands
	Trust Company Complex
	01‐Jan‐20

	SBI Phoenix
	Marshall Islands
	Trust Company Complex
	01‐Jan‐20

	SBI Pisces
	Marshall Islands
	Trust Company Complex
	01‐Dec‐19

	SBI Poseidon
	Marshall Islands
	Trust Company Complex
	01‐Dec‐19

	SBI Samson
	Marshall Islands
	Trust Company Complex
	01‐Jan‐20

	SBI Taurus
	Marshall Islands
	Trust Company Complex
	01‐Dec‐19

	SBI Virgo
	Marshall Islands
	Trust Company Complex
	01‐Jan‐20


















Schedule 5


Scope of Supply


(appended)




















Proposal




ENVI-MarineTM Exhaust Gas Cleaning System
Scope of Supply















Submitted to:




Scorpio Tankers Inc.
October 16, 201






























































PacificGreen
Marine














make   the   difference




Technologies   I      Marketing    I      Licensing
















SCOPE OF SUPPLY




ENVI-MarineTM Exhaust Gas Cleaning System




Submitted to: Scorpio Tankers Inc.








Submitted by:




Pacific Green Marine Technologies Limited


In partnership with


PowerChina SPEM



















	
						
	Revision
	

Description

	Rev #
	By
	Approved
	Date
	Ver.

	1
	TS
	RD
	15/Oct/2018
	2.0
	Scope of Supply

	2
	TS
	RD
	15/Oct/2018
	2.0
	Scope of Supply Updated

	

3
	

TS
	

RD
	

16/Oct/2018
	

2.0
	Scope of Supply Updated, approved  by Zoran
@ Scorpio 16/Oct/2018




























1    SCOPE OF SUPPLY


1.1    Open Mode System Equipment


The following table  lists the  major equipment and materials  to be supplied by PGMT and OTHERS (notably the selected  shipyard).  Materials, services and equipment supplied by others is not included in the costing of this proposal.  Installation of the equipment supplied by PGMT and others is also not included in the costing.


	
				
	

Open Mode Materials and Equipment
	

PGMT
	

OTHERS

	1
	Supply of any structural  material such as structural  sections, structural  enclosures,  decks, floors, drains, doors, cable and wire, piping and ducting, supports  for cable, piping and ducting, ladders, stairways, catwalks and platforms, etc.
	











	



P

	2
	Bypass dampers,  mechanically interlocked so that an exhaust path is always available
	

P
	 

	3
	Ducting, including elbows, if necessary, from dampers  to the Gas
Quench and Conditioning (GQC) ducts
	





	

P

	4
	GQC ducts and inlet box for main engines, auxiliary engines and boilers, as applicable
	

P
	 

	5
	Scrubber vessel, built-in turbulent heads, distribution nozzles, seawater supply manifold for distribution  nozzles with flange connection,  mist eliminator with wash system
	



P
	 

	6
	Surge tank for de-aeration of the scrubber wash water and drain piping connection
	

P
	 

	7
	Continuous emission monitoring system (CEMS) to monitor SO2 and
CO2 concentrations
	

P
	 

	8
	Supply of scrubber stack
	 
	Π

	9
	Sea chest materials, fabrication and installation, sea chest isolation valve, if required,  and valves for seawater strainer
	 
	

P

	10
	Sea water strainer
	Π
	 

	11
	Overboard discharge valves and ports
	 
	Π

	12
	Seawater pumps to provide the scrubber heads and quench area with water spray, variable frequency drives.
	

P
	 

	13
	Supply and installation of all piping, piping supports  and racks, and expansion joints
	 
	

P

	14
	Control valves and isolation valves, wiring and pneumatic lines to valves
	 
	



P


















	
				
	

Open Mode Materials and Equipment (cont.)
	

PGMT
	

OTHERS

	15
	Electrical cables and wiring, instrument wiring, main circuit breakers to the power distribution  panel, cable trays and supports
	 
	

P

	16
	Lighting fixtures, switches, fire/smoke detectors, wiring and cable trays
	 
	

P

	17
	Paint and insulation/cladding
	 
	Π

	18
	CO2 bottles and manifolds, connection  hoses and valves
	 
	Π

	19
	Effluent monitoring system to analyze the open-mode effluent for pH, PAHs and turbidity
	

P
	 

	20
	Sea water booster pump for mist eliminator rinsing, make-up and pipe flushing.
	

P
	 

	21
	EGC system control instruments
	Π
	 

	22
	Control panel and PLC system, communications system
	Π
	 

	23
	Scrubber system power distribution panel from generator power feed
	

P
	 

	24
	Human-machine  interface (HMI) for operator monitoring of the scrubbing process
	

P
	 

	25
	Spare parts – Critical spares
	Π
	 






	
				
	

Additional Equipment for a Hybrid-Ready Open Mode System
	

PGMT
	

OTHERS

	1
	Recirculation tank in place of scrubber surge tank
	Π
	 










2    ENGINEERING  AND TECHNICAL SERVICES


The contract  model for this project is to provide basic design and engineering,  scrubber  component procurement and supply and technical services for the ENVI-MarineTM EGC System and its associated equipment. PGMT will provide the following according to the specific terms of the scope, and as more specifically defined in the tables to follow:


•         Basic engineering design
•         Detailed engineering design
•         Design and drawings for approval by Classification Society
•         Technical support during construction and commissioning
•         Control and automation of EGC System
•         System approval by Classification Society, including sea trial


2.1    Basic Engineering


During basic engineering work all major design parameters, factors and key design issues influencing engineering  design shall be identified.   PGMT will develop  a preliminary 3D model of the  scrubber system, a preliminary specification and a conceptual  document package for the Classification Society.










All operating  conditions  will be finalized.  Safety parameters will be identified  and provided  in the design basis.


Upon  the  parties  agreeing  to  the  conceptual   design  and  specifications  presented in the  Basic
Engineering package, PGMT will proceed  with the detailed engineering of the system.


2.2    Detailed Engineering


PGMT will complete  the 3D model and 2D detailed  design of the integration of the scrubber  system and associated equipment in accordance  with the regulation and guidelines outlined by the IMO and Classification Society. Detailed production  drawings of the scrubber, recirculation tank, dampers,  gas quench ducting, gas quench inlets and spray header piping and electrical diagrams for new or modified systems will be completed.


The following table shows the design, engineering and technical services to be supplied by PGMT and others.   Costing of services supplied by others  is not included in the cost of this proposal.  As stated before, installation of the EGC system is also not included in the costing of this proposal.


	
				
	

Open Mode Design, Engineering and Technical Services
	

PGMT
	

OTHERS

	1
	Project scope of work
	Π
	 

	2
	Project schedule to the commencement of installation
	Π
	 

	3
	3D Survey of vessel
	Π
	 

	4
	Process design criteria and process description
	Π
	 

	5
	Conceptual design, finalized PFDs and P&IDs
	Π
	 

	6
	Detailed design, 2D drawings and 3D model for the scrubber, and ducting from the bypass damper  to the scrubber inlet
	

P
	 

	7
	Equipment general arrangement and component drawings
	Π
	 

	8
	Finalized single-line diagrams (SLDs)
	Π
	 

	9
	Electrical equipment and power distribution component drawings
	Π
	 

	10
	Equipment datasheets and/or specifications for scrubber, seawater pumps, instruments, CEMS, and wash water monitoring system
	

P
	 

	11
	Design of the EGC system enclosure and/or modifications, design of supporting structural  steel, and material take-offs for structural  steel
	

P
	 

	12
	Control narrative
	Π
	 

	13
	System control shutdown keys
	Π
	 

	14
	Final engineering lists, including equipment list, piping line list, instrument list, valve list and load list
	

P
	 

	15
	PLC programming
	Π
	 

	16
	Operation and maintenance manual
	Π
	 

	17
	Detailed hull drawings for the space where the scrubber vessel will be installed
	

P
	 


















	
				
	

Open Mode Design, Engineering and Technical Services (cont’d)
	

PGMT
	

OTHERS

	18
	Scrubber foundation and structural  attachment and support  to the funnel including scantling, welding details
	

P
	 

	19
	Detailed drawings for the foundation of principal components
	Π
	 

	20
	Strength analysis for the scrubber body under both static and dynamic load due to ship’s movement
	

P
	 

	21
	Specification of the sea chest capacity
	Π
	 

	22
	Design of the overboard discharge arrangement
	Π
	 

	23
	Enclosure structural  design, material take-offs and drafting
	Π
	 

	24
	Site visits, if needed, by the shipyard to the ship as part of the installation process, installation sequence and planning
	





	

P

	25
	Installation supervision – excluding mobilization, accommodation and per diem costs
	

P
	 

	26
	Update of fire control plan, lifesaving plan, capacity plan and ship general arrangement plan
	

P
	 

	27
	Documentation detailing the weights and centers  of gravity for the major components of the scrubber system
	

P
	 

	28
	Load line, trim and stability analysis for the installed EGC system, if required
	

P
	 

	29
	Loading trim and stability software update and approval, if required
	 
	Π

	30
	Material take-off list for piping systems for the sea water pump lines and overboard discharge
	

P
	 

	31
	Design of routing for piping and piping support placement
	Π
	 

	32
	Design and layout of electrical cables and cable trays
	Π
	 

	33
	Design and layout of drainage systems
	Π
	 

	34
	Installation permitting (if required)
	 
	Π

	35
	Commissioning plan and checklists
	Π
	 

	36
	Equipment and instrument pre-commissioning test plan
	Π
	 

	37
	Commissioning work for EGC system, including sea trial
	Π
	 






	
				
	Additional Design, Engineering and Technical Services for Open
Mode Hybrid Ready System
	

PGMT
	

OTHERS

	1
	Design of hydrocyclone systems and pump modules
	Π
	 

	2
	Allocation of space and layout of hydrocyclone systems and pump modules
	

P
	 

	3
	Design of caustic reagent tank, overflow tank and pump modules
	Π
	 










Pacific Green Technologies Marine Limited












	
				
	Additional Design, Engineering and Technical Services for Open
Mode Hybrid Ready System (cont’d)
	

PGMT
	

OTHERS

	4
	Allocation of space and layout of caustic reagent tank, overflow tank and pump modules
	

P
	 

	5
	Specification for the recirculated wash water heat exchanger and pump
	

P
	 

	6
	Allocation of space and layout for the recirculated  wash water heat exchanger and pump
	

P
	 

	7
	Specification for the fresh water booster pump for mist eliminator rinsing
	

P
	 

	8
	Allocation of space and layout for the fresh water booster pump for mist eliminator rinsing
	

P
	 

	9
	Specification for the sludge pump for removal of stored sludge to on-shore disposal
	

P
	 

	10
	Allocation of space and layout for the sludge pump for removal of stored sludge to on-shore  disposal
	

P
	 

	11
	Specification for the treated bleed water pump
	Π
	 

	12
	Allocation of space and layout for the treated bleed water pump
	Π
	 

	13
	Design of the additional power distribution panel
	Π
	 

	14
	Allocation of space and layout for the additional power distribution panel
	

P
	 








.3    Classification Society Documentation


The  following  table   outlines   the   responsibilities   for  the   provision  of  documentation  to  the classification society.  All classification society fees for design review, inspections  and approvals for Scrubber are the responsibility of PGMT and all the other fees related to installation drawings approval are owner/shipyard responsibility.


	
				
	

Classification Society Documentation
	

PGMT
	

OTHERS

	1
	Hull structural  arrangement and reinforcement drawings and integration with vessel system
	 
	 

	a
	Detailed hull drawings for the space where the scrubber vessel will be installed
	

P
	 

	b
	Scrubber foundation, enclosure and attachment to the funnel structure including scantling, welding details
	

P
	 

	c
	Detailed drawings for the foundation of principal components
	Π
	 

	d
	Strength analysis for the scrubber foundation and supporting structures under both static and dynamic load due to ship’s movement
	

P
	 










Pacific Green Technologies Marine Limited












	
				
	

Classification Society Documentation (cont’d)
	

PGMT
	

OTHERS

	e
	Specification of the sea chest capacity and overboard discharge arrangements
	

P
	 

	f
	Detailed design of interconnecting piping from sea chest to sea water pumps, scrubber, discharge water system and connection  of cooling water to overboard discharge
	



P
	 

	g
	Material specifications for major structures, weld procedures
	Π
	 

	H
	Documentation detailing the weights and centers  of gravity for the major components of the scrubber system
	

P
	 

	i
	Load line, trim and stability analysis for the installed EGC system, if required
	

P
	 

	j
	Recommended materials suitable for marine service for both exterior and interior equipment, including piping, fittings and valves
	

P
	 

	2
	EGC system configuration and scrubber vessel integration
	



	 

	a
	Documentation detailing the EGC system and fuel oil combustion  units
(FOCU) specifications
	

P
	 

	b
	Analyses demonstrating compatibility of the scrubber with the FOCUs
	Π
	 

	c
	Details of all electrical equipment installed for the EGC system including computer-based systems
	

P
	 

	d
	Material specifications for the scrubber unit, pumps, valves, storage/process tanks, piping, distribution  systems, and associated components
	



P
	 

	e
	Descriptions and schematic diagrams for the control and monitoring systems, including set points for abnormal  conditions and details of the location and position at which exhaust emission monitoring and wash water monitoring are to be located
	



P
	 

	f
	Failure modes and effects analysis (FMEA) to determine possible failures and their effects in the safe operation of the EGC system
	

P
	 

	g
	Electrical load analysis
	Π
	 

	h
	Emergency shutdown arrangement
	Π
	 

	i
	Documentation detailing the redundancy configuration
	Π
	 

	j
	Operating and maintenance instruction manuals, including MSDS sheets and details for handling of hazardous and non-hazardous chemicals
used in the EGC system
	



P
	 

	k
	Testing procedures during installation and commissioning trials
	Π
	 

	3
	Exhaust gas system
	 
	 

	a
	Details of exhaust gas piping system, including bypass damper arrangement and associated components, materials, design pressures, temperatures, insulation and isolation
	



P
	 






Pacific Green Technologies Marine Limited












	
				
	

Classification Society Documentation (cont’d)
	

PGMT
	

OTHERS

	4
	Drainage System
	 
	 

	a
	Arrangement of drainage piping system and associated components and materials
	

P
	 






























































Pacific Green Technologies Marine Limited












Appendix  1


2019 Pricing Curve


(appended)















Customer Document Number Pricing date
Pricing validity Equipment Lead time System type Incoterms
Pricing Effective
 
Scorpio Tankers Inc.
PGMT-SCO-2019-4S-Rev.1
23-Oct-18
31-Dec-19
7 months from confirmation of order
Open Hybrid Ready (OHR)
DAP Yard
Projects delivered in the year 2019





	
		
	Exhaust Gas
Flow Rate
	Price

	+

	50,000
	$1,500,650

	60,000
	$1,535,250

	70,000
	$1,570,300













	
		
	80,000
	$1,606,400

	90,000
	$1,640,000

	100,000
	$1,675,500

	110,000
	$1,711,150

	120,000
	$1,746,800













	
		
	130,000
	$1,790,300

	140,000
	$1,818,000

	150,000
	$1,853,500


















Appendix  II


2020 Pricing Curve


(appended)














Customer Document Number Pricing date
Pricing validity Equipment Lead time System type Incoterms
Pricing Effective
 
Scorpio Tankers Inc.
PGMT-SCO-2020-4S-Rev. 1
17-Oct-18
31-Dec-20
8 months from confirmation of order
Open Hybrid Ready (OHR)
DAP Yard
Projects delivered in the year 2020














	
		
	Exhaust Gas
Flow Rate
	Price

	+

	50,000
	$1,422,800

	60,000
	$1,440,400

	70,000
	$1,457,700

	80,000
	$1,474,800













	
		
	90,000
	$1,490,000

	100,000
	$1,534,200

	110,000
	$1,577,600

	120,000
	$1,621,800

	130,000
	$1,652,000













	
		
	140,000
	$1,697,300

	150,000
	$1,727,800