Exhibit
10.1


 


Note:
November 10, 2015


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.


 


THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING
ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN
THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW.


 


10%
CONVERTIBLE PROMISSORY NOTE


 


OF


 


PACIFIC
GREEN TECHNOLOGIES INC.


 


Issuance
Date: November 10, 2015


Total
Face Value of Note: $110,000


 


This
Note is a duly authorized Convertible Promissory Note of Pacific
Green Technologies Inc. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”),
designated as the Company's 10% Convertible Promissory Note due November 10, 2016 (“Maturity Date”) in the
principal amount of $110,000 (the “Note”).


 


For
Value Received, the Company hereby promises to pay to the order
of Tangiers Investment Group, LLC or its registered assigns or successors-in-interest (“Holder”) the
Principal Sum of $110,000 (the “Principal Sum”) and to pay “guaranteed” interest on the principal
balance hereof at an amount equivalent to 10% of the Principal Sum, to the extent such Principal Sum and “guaranteed”
interest and any other interest, fees, liquidated damages and/or items due to Holder herein have been repaid or converted into
the Company's Common Stock (the “Common Stock”), in accordance with the terms hereof. The sum of $100,000 shall
be remitted and delivered to the Company, and $10,000 shall be retained by the Purchaser through an original issue discount (the
“OID”) for due diligence and legal bills related to this transaction. The OID is set at 10% of any consideration
paid. In the event of partial payment by the Holder, the principal sum due to the Holder shall be prorated based on the consideration
actually paid by Holder such that the company is only required to repay the amount funded and the company is not required to repay
any unfunded portion of this note.


 




    	 	1	 



     


    

 


In
addition to the “guaranteed” interest referenced above, and in the Event of Default pursuant to Section 2(a), additional
interest will accrue from the date of the Event of Default at the rate equal to the lower of 20% per annum or the highest rate
permitted by law (the “Default Rate”).


 


This
Note will become effective only upon the execution by both parties, including the execution of Exhibits B, C and D and the Irrevocable
Transfer Agent Instructions and delivery of the initial payment of consideration by the Holder (the “Effective Date”).


 


This
Note may be prepaid by the Company, in whole or in part, according to the following schedule:


 


	Days Since Effective Date	 	Prepayment Amount
	1-60	 	110% of Principal Amount
	61-121	 	115% of Principal Amount
	121-180	 	140% of Principal Amount



 


After
180 days from the Effective Date this Note may not be prepaid without written consent from Holder, which consent may be withheld,
delayed, denied, or conditions in Holder’s sole and absolute discretion. Whenever any amount expressed to be due by the
terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next
succeeding day which is a Business Day.


 


For
purposes hereof the following terms shall have the meanings ascribed to them below:


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York
are authorized or required by law or executive order to remain closed.


 


“Conversion
Price” shall be equal to the lower of: (a) $.40 or (b) 60% of the lowest trading price of the Company’s common
stock during the 20 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. For
the purpose of calculating the Conversion Price only, any time after 4:00 pm Eastern Time (the closing time of the Principal Market)
shall be considered to be the beginning of the next Business Day. If the Company is placed on “chilled” status with
the Depository Trust Company (“DTC”), the discount shall be increased by 10%, i.e., from 50%
to 60%, until such chill is remedied. If the Company is not Deposits and Withdrawal at Custodian (“DWAC”) eligible
through their Transfer Agent and DTC’s Fast Automated Securities Transfer (“FAST”) system, the discount
will be increased by 5%, i.e., from 50% to 55%,. In the case of both, the discount shall be a cumulative increase
of 15%, i.e., from 50% to 65%. Any default of this Note not remedied within the applicable cure period will result
in a permanent additional 10% increase, i.e., from 50% to 60%, in addition to any other discount, as provided above,
to the Conversion Price discount.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount,
prorated if the Note has not been funded in full), (ii)
all guaranteed and other accrued but unpaid interest hereunder, (iii) any fees due hereunder, (iv) liquidated damages, and (v)
any default payments owing under the Note, in each case previously paid or added to the Principal Amount.


 




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“Principal
Market” shall refer to the primary exchange on which the Company’s common stock is traded or quoted.


 


“Trading
Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.


 


“Underlying
Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated
damages and/or principal payments in common stock as set forth herein) in accordance with the terms hereof.


 


The
following terms and conditions shall apply to this Note:


 


Section 1.00 Conversion.


 


(a)Conversion
Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at
the Holder's sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal
Amount under this Note into shares of Common Stock as per the Conversion Formula. The date of any conversion notice (“Conversion
Notice”) hereunder shall be referred to herein as the “Conversion Date”.


 


(b)Stock
Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading
Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading
restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption
pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the number of shares
of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the
shares of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in DTC’s
FAST program, the Company shall instead use commercially reasonable efforts to cause its transfer agent to electronically transmit
such shares issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such
designee’s) broker with DTC through its DWAC program (provided that the same time periods herein as for stock certificates
shall apply).


 


(c)Charges
and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made
without charge to the Holder for any issuance fee, transfer tax, postage/mailing charge or any other expense with respect to the
issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common stock to Holder.
Any such charges related to the issuance of Common Stock required to be paid by the Holder (whether from the Company’s delays
or outright refusal to pay) will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for
purposes of Rule 144.


 






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(d)Delivery
Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program)
pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the
Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate
or certificates are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the
Holder’s actual damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such
additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such
liquidated damages will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes
of Rule 144.


 


(e)Reservation
of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its
authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder, four times the number of shares of Common
Stock as shall be issuable (taking into account the adjustments under this Section 1, but without regard to any ownership limitations
contained herein) upon the conversion of this Note (consisting of the Principal Amount) to Common Stock (the “Required
Reserve”), provided, however, that the Required Reserve shall be reduced to not less than four times the number of shares
of Common Stock (as calculated above) upon one or more such conversions as shall have caused the Required Reserve to be reduced
to such “four times” level. The Company covenants that all shares of Common Stock that shall be issuable will, upon
issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if eligible). If the amount of shares
on reserve in Holder’s name at the Company’s transfer agent for this Note shall drop below the Required Reserve, the
Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent to increase the number of shares
so that the Required Reserve is met. In the event that the Company does not instruct the transfer agent to increase the number
of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this instruction as per the
terms of the Irrevocable Transfer Agent Instructions attached to this Note. The Company agrees that the maintenance of the Required
Reserve is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the Note.


 


The
Company agrees that this is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the
Note.


 


(f)Conversion
Limitation. The Holder will not submit a conversion to the Company that would result in the Holder owning more than 9.99%
of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).


 


(g)Conversion
Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder, at
any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable
to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares
returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.


 


(h)Shorting
and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock
prior to conversion.


 






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(i)Conversion
Right Unconditional. If the Holder shall provide a Conversion Notice as provided herein, the Company's obligations
to deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or
alleged breach by the Holder of any obligation to the Company.


 


Section
2.00 Defaults and Remedies.


 


(a)Events
of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which default
continues for more than 5 Trading Days after the due date; (ii) a default in the timely issuance of underlying shares upon and
in accordance with terms of Section 2.00, which default continues for 2 Trading Days after the Company has failed to issue shares
or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) failure by the Company for 3 days
after notice has been received by the Company to comply with any material provision of this Note; (iv) failure of the Company
to remain compliant with DTC, thus incurring a “chilled” status with DTC; (v) if the Company is subject to any Bankruptcy
Event; (vi) any failure of the Company to satisfy its “filing” obligations under Securities Exchange Act of 1934,
as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their
affiliates; (vii) any failure of the Company to provide the Holder with information related to its corporate structure including,
but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder;
(viii) failure by the Company to maintain the Required Reserve in accordance with the terms of Section 1.00(e); (ix) failure of
Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days;
(x) any delisting from a Principal Market for any reason; (xi) failure by Company to pay any of its Transfer Agent fees in excess
of $2,000 or to maintain a Transfer Agent of record; (xii) any trading suspension imposed by the Securities and Exchange Commission
(“SEC”) under Sections 12(j) or 12(k) of the 1934 Act; (xiii) failure by the Company to meet all requirements
necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment
of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements
for disclosure of financial statements on its website.


 


(b)Remedies. If an event of default occurs, the outstanding Principal
Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately
due and payable in cash at the “Mandatory Default Amount”. The Mandatory Default Amount means 125% of the outstanding
Principal Amount of this Note. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration
of this Note, this Note shall accrue additional interest, in addition to the Note’s “guaranteed” interest, at
a rate equal to the lesser of 10% per annum or the maximum rate permitted under applicable law. Finally, commencing 5 days after
the occurrence of any Event of Default that results in the eventual acceleration of this Note, an additional permanent 10% increase
to the Conversion Price discount will go into effect. In connection with such acceleration described herein, the Holder need not
provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder
and the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant
to this Section 2.00(b). No such rescission or annulment shall affect any subsequent event of default or impair any right consequent
thereon. Nothing herein shall limit the Holder's right to pursue any other remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer's failure to timely deliver
certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.


 






    	 	5	 



     


    

 


Section
3.00 General.


 


(a)Payment
of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which
may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.


 


(b)Assignment,
Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon
the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


 


(c)Funding
Window. The Company agrees that it will not enter into a convertible debt financing transaction with any party other than
the Holder for a period of 15 Trading Days following the Effective Date. The Company agrees that this is a material term of this
Note and any breach of this will result in a default of the Note.


 


(d)Piggyback
Registration Rights. The Company shall include on the next registration statement that the Company files with the SEC (or
on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this
Note. Failure to do so will result in liquidated damages of 30% of the outstanding Principal Sum of this Note, but not less than
$20,000, being immediately due and payable to the Holder at its election in the form of a cash payment or an addition to the Principal
Sum of this Note.


 


(e)Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of
any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with
any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly
provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such
term, at the Holder's option, shall become a part of this Note and its supporting documentation.. The types of terms contained
in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.


 


(f)Governing
Law; Jurisdiction.


 


(i)Governing
Law. This Note will be governed by and construed in accordance with the laws of the state of California without regard to
any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.


 


(ii)Jurisdiction
and Venue. Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the
parties shall be brought only in the state courts of California or in the federal courts located in San Diego County, California.


 






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(iii)No
Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with
respect to any litigation based on, or arising out of, under, or in connection with, this Note.


 


(iv)Delivery
of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only
by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in
any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email,
fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney
as set forth in its most recent SEC filing.


 


(v)Notices. Any notice required or permitted hereunder (including Conversion
Notices) must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier.
Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier
the business day after such notice is deposited with the courier service for delivery.


 


(g)No
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as
amended, on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance
Guide published by the SEC.


 


(h)Usury. If it shall be found that any interest or other amount deemed interest due hereunder
violates any applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal
the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so)
that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion
of the principal, fees, liquidated damages or interest on this Note.


 


[Signature
Page to Follow]


 



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IN WITNESS WHEREOF, the Company
has caused this Convertible Promissory Note to be duly executed on the day and in the year first above written.


 


	 	PACIFIC
    GREEN TECHNOLOGIES INC.
	 	 	 
	 	By:	/s/ Alex
    Shead
	 	Name:	Alex
    Shead
	 	Title:	Director
	 	Email:	alex.shead@pacificgreen
	 	Address:	10/50 Berry ST N. Sydney, NSW 2060,
    Australia


 


This Convertible Promissory
Note of November 10, 2015 is accepted this 10  day of November, 2015 by Tangiers Investment Group,
LLC 


 


	By:	/s/
    Justin Ederle	 
	 	Name:
    Justin Ederle	 
	 	Title:
    Managing Member	 




 






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EXHIBIT A


 


FORM OF CONVERSION NOTICE


 


(To be executed by the Holder
in order to convert all or part of that certain $110,000 Convertible Promissory Note identified as the Note)


 


	DATE:	 	 
	 	 	 
	FROM:	Tangiers Investment Group, LLC	 


 


	 	Re:	$110,000 Convertible
    Promissory Note (this “Note”) originally issued by Pacific Green Technologies Inc., a Delaware corporation, to
    Tangiers Investment Group, LLC on November 10, 2015.


 


The undersigned on behalf of Tangiers
Investment Group, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Sum (as
defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of Pacific Green Technologies
Inc. (the “Company”), according to the conditions hereof, as of the date written below. If shares are to be issued
in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is
delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will
be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date
hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed
the “Restricted Ownership Percentage” contained in this Note.


 





	Conversion
    information:	 
	 	Date to Effect Conversion
	 	 
	 	 
	 	Aggregate Principal Sum of Note Being Converted
	 	 
	 	 
	 	Aggregate Interest on Amount Being Converted
	 	 
	 	 
	 	Remaining Principal Balance
	 	 
	 	 
	 	Number of Shares of Common Stock to be Issued
	 	 
	 	 
	 	Applicable Conversion Price
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address




 






    	 		 



     


    

 





EXHIBIT B 


 


WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF 




PACIFIC GREEN TECHNOLOGIES INC.


 


The undersigned, being directors of Pacific Green
Technologies Inc., a Delaware corporation (the "Company"), acting pursuant to the Bylaws of the Corporation, do hereby
consent to, approve and adopt the following preamble and resolutions:


 


Convertible Note with Tangiers Investment Group, LLC 


 


The board of directors of the Company has reviewed
and authorized the following documents relating to the issuance of a Convertible Promissory Note in the amount of $110,000 with
Tangiers Investment Group, LLC.


 


The documents agreed to and dated November 10, 2015 are as follows:


 


10% Convertible Promissory Note of Pacific Green Technologies
Inc.

Irrevocable Transfer Agent Instructions


Notarized Certificate of Corporate Secretary


Disbursement Instructions


 


IN WITNESS WHEREOF, the undersign member(s) of the
board of the Company executed this unanimous written consent as of November 10, 2015.


 





	 	 	
         

         

	 	 
	By:	 
	 	 
	Its:	 







  






    	 		 



     


    

 





EXHIBIT D


 


	TO:	Tangiers Investment Group, LLC
	 	 
	FROM:	Pacific Green Technologies Inc.
	 	 
	DATE:	November 10, 2015
	 	 
	RE:	Disbursement of Funds


 


Pursuant to that certain Note Purchase Agreement
between the parties listed above and dated November 10, 2015, a disbursement of funds will take place in the amount and manner
described below:


 


	Please
    disburse to:	 
	Amount to disburse:	$100,000
	Form of distribution	Wire
	Name	Pacific Green
    Technologies Inc.
	Company Address	 
	 	 
	 	 
	 	 
	Wire Instructions:	Bank:

        ABA Routing Number:

        Account Number:

        SWIFT Code:

        Account Name:

        Phone:

	 	 
	 	TOTAL: $100,000




  


For: Pacific Green Technologies Inc.


 


	By:	 	 	Dated: November 10, 2015
	Name:	 	 	 
	Its: