f8k030513ex10i_pacificgreen.htm


Exhibit 10.1


 


DATED                       2013


 


 


 



	 	
(1) Pacific Green Technologies Inc.


 


(2) EnviroTechnologies Inc.


 


(3) Enviro Resolutions Inc.

	 





 


 


 








 



	
SUPPLEMENTAL AGREEMENT


	
-RELATING TO-


	
A REPRESENTATION AGREEMENT ORIGINALLY BETWEEN


	
ENVIROTECHNOLOGIES INC. (FORMERLY ENVIRO RESOLUTIONS


	
INC.) AND PACIFIC GREEN GROUP LIMITED








 








 


 


 




  





  











  





 


THIS SUPPLEMENTAL AGREEMENT is made the       day of              2013


 








BETWEEN:


 



	
(1)  

	
Pacific Green Technologies Inc., a company incorporated in Delaware whose registered office is at 5205 Prospect Road, San Jose, California 95129, USA ("PGT");







 



	
(2)  

	
EnviroTechnologies Inc. (formerly EnviroResolutions Inc.), a company incorporated in Delaware whose registered office is at 16192 Coastal Highway Lewes, DE 19958 USA ("EnviroTechnologies");







 



	
(3)  

	
Enviro Resolutions Inc., a company incorporated in British Columbia, Canada under company number BC0630906 whose registered office is at 19th Floor, 885 West Georgia Street Vancouver, British Columbia V6C 3H4 Canada ("Enviro Resolutions").







 


WHEREAS:


 



	
A.  

	
EnviroTechnologies is the ultimate parent company of Enviro Resolutions.







 



	
B. 

	
On 7 June 2010, EnviroTechnologies entered into an exclusive worldwide representation agreement with Pacific Green Group Limited ("PGG") whereby PGG became the exclusive worldwide sales agent for the existing and future technologies of EnviroTechnologies and its subsidiaries (the "Original Agreement").







 



	
C.  

	
On 14 June 2012, PGG assigned the Original Agreement to PGT for consideration such that PGT is now the exclusive sales agent for the existing and future technologies of EnviroTechnologies and its subsidiaries.







 



	
D.  

	
The parties hereto desire to enter into this Deed to vary the Original Agreement as hereinafter set out.







 


IT IS HEREBY AGREED as follows:


 



	
1.

	
Interpretation







 


Unless the context otherwise requires and save as herein varied words and phrases in this Supplemental Agreement shall have the same meaning as set out or referred to in the Original Agreement as the case may require and the interpretation provisions in the Original Agreement shall apply equally to this Agreement as if set out herein. For the avoidance of doubt, in this Agreement all references to EnviroTechnologies shall include EnviroTechnologies and all of its affiliates and subsidiaries including Enviro Resolutions.


 




  





  











  




 






	
2.

	
Variation 









 


The parties have agreed to amend the Original Agreement as follows:


 



	
2.1

	
PGT shall be entitled to a commission equal to 50% of any licensing revenuethat may be generated by EnviroTechnologies in respect of its existing and future technologies. All such commissions shall be payable to PGT by EnviroTechnologies within seven days of receipt by EnviroTechnologies of the payment in full or in part by the customer;







 



	
2.2

	
PGT has provided funding and consulting assistance to EnviroResolutions inrespect of the negotiations between Peterborough Renewable Energy Limited ("PREL") and EnviroResolutions in order to reach a suitable agreement for PREL's non-performance of a contingent sale agreement dated 5 October 2011 (the "Contingent Sale Agreement"). In the event that EnviroResolutions receives any assets or consideration as compensation for PREL's non-performance or waiver of the Contingent Sale Agreement, within 7 days of receipt EnviroResolutions shall assign or transfer to PGT an amount equal to 50% of any assets or consideration received from PREL or any of PREL's affiliates, subsidiaries or associated companies after any loans from PGT to EnviroResolutions associated with the legal, consulting and penalty costs of the PREL dispute are repaid to PGT.







 



	
3.

	
Confirmation







 


The Original Agreement shall remain in full force and effect as varied by this Deed and the terms of the Original Agreement shall have effect as though the provisions contained in this Deed had been originally contained in the Original Agreement.


 


IN WITNESS WHEREOF this Agreement has been duly executed as a deed the day and year first above written


 



	
EXECUTED AS A DEED 


by the above-named 

	/s/ KJ McClelland
	
EnviroTechnologies Inc.







 



	
Witness

	SHEILA McCLELLAND
	
Signature

	
/s/ Sheila McClelland





	
Name

	
Address

	Occupation
	SHEILA McCLELLAND	101-1775 BELLEVUE AVE, W. VANCOUVER, BC 	LIBRARY ASSISTANT





 




	
EXECUTED AS A DEED 


by the above-named 

	/s/ KJ McClelland
	
Enviro Resolutions Inc.







 



	
Witness

	SHEILA McCLELLAND
	
Signature

	
/s/ Sheila McClelland





	
Name

	
Address

	Occupation
	SHEILA McCLELLAND	101-1775 BELLEVUE AVE, W. VANCOUVER, BC 	LIBRARY ASSISTANT







 



	
EXECUTED AS A DEED 


by the above-named 

	  
	
Pacific Green Technologies Inc.

	 /s/ Jordan Starkman





 



	
Witness

	 
	
Signature

	 /s/ Tami Garson



	
Name

	
Address

	Occupation
	Jordan Starkman	 60 Heatherington Crc, Thornhill, Ontario	Administration Quality Renovations