Pledge and Security Agreement, dated as of November 8, 2021

Exhibit 10.2

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of November 8, 2021, between Volt Energy B.V. (“Volt B.V.” or a “Pledgor”) and Vision Hydrogen Corporation, a Nevada corporation with a mailing address of 95 Christopher Columbus Drive, 16^th Floor, Jersey City, NJ 07302 (“Vision”).

W I T N E S S E T H :

WHEREAS, on the date hereof, Pledgor sold to Vision an aggregate of 194,500 common shares (the “Volt Shares”) of VoltH2 Holdings AG (“Volt Holdings”), pursuant to a stock purchase agreement dated as of November 8, 2021 (the “Purchase Agreement”) by and among Vision, Volt Holdings, Pledgor, Charlwood Projects Ltd. and First Finance Europe Limited;

WHEREAS, the Volt Shares were sold for consideration consisting of an aggregate of 1,768,182 shares of common stock of Vision (the “Pledged Shares”);

WHEREAS, Pledgor has agreed to place the Pledged Shares in escrow to secure its indemnification obligations (the “Indemnity Obligations”) under the Purchase Agreement pursuant to an escrow agreement (the “Escrow Agreement”) dated as of November 8, 2021 by and among Pledgor, Vision and VStock Transfer LLC as escrow agent (the “Escrow Agent”);

WHEREAS, Pledgor has agreed to grant to Vision under this Agreement a continuing security interest in all of the Pledged Shares to secure Pledgor’s Indemnity Obligations.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by Pledgor, and as a condition to Vision’s entry into and consummation of the Purchase Agreement, Pledgor hereby agrees with Vision as follows:

ARTICLE I - DEFINITIONS

SECTION 1.1. Certain Terms. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Distributions” means all stock dividends, liquidating dividends, shares of stock resulting from stock splits, reclassifications, warrants, options, non-cash dividends and other distributions (whether similar or dissimilar to the foregoing) on or with respect to any of the Pledged Shares or other shares of capital stock constituting Pledged Shares, but shall not mean Dividends.

“Dividends” means cash dividends and cash distributions with respect to any of the Pledged Shares.

“Indemnity Escrow Fund” means the Pledged Shares and all proceeds therefrom, together with all income earned thereon.

“Lien” means any mortgage, pledge, hypothecation, assignment, security interest, deposit arrangement, encumbrance (including, without limitation, any easement, right of way, zoning restriction and the like), lien (statutory or other) or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (as hereinafter defined) or comparable law of any jurisdiction).

“Person” means any natural person, corporation, firm, association, partnership, joint venture, joint-stock company, trust, unincorporated organization, government, governmental agency or subdivision, or any other entity, whether acting in an individual, fiduciary or other capacity.

“UCC” means the Uniform Commercial Code as in effect in the State of New York or in the District of Columbia, as appropriate.

SECTION 1.2. UCC Definitions. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Agreement, including its preamble and recitals, with such meanings.

ARTICLE II - PLEDGE

SECTION 2.1. Grant of Security Interest. Pledgor hereby pledges, assigns, charges, mortgages, delivers and transfers to Vision, and hereby grants to Vision, for the benefit of Vision, a continuing security interest in, all of Pledgor’s right, title and interest in and to the Pledged Shares owned by it and all Dividends, Distributions, interest and other payments and rights with respect to the Pledged Shares owned by it and all proceeds of any of the foregoing.

SECTION 2.2. Security for Performance of the Indemnity Obligations. This Agreement secures the performance by Pledgor of Pledgor’s Indemnity Obligations.

SECTION 2.3. Delivery of Pledged Shares; Registration of Pledge, Transfer, etc. Prior to the release of any of the Pledged Shares to the Pledgor pursuant to the Escrow Agreement in accordance with its terms, all certificates representing or evidencing any of the Pledged Shares, shall be held by the Escrow Agent, pursuant to the Escrow Agreement. Upon the occurrence of an event giving rise to a right of indemnification under the Purchase Agreement (each, an “Indemnification Event”), the Escrow Agent shall make distributions from the Indemnity Escrow Fund to Vision upon receiving a written distribution request specifying the amount that is to be distributed to Vision from the Indemnity Escrow Fund, as further set out in the Escrow Agreement.

SECTION 2.4. Dividends and Distributions on the Pledged Shares. Any cash dividends shall be distributed directly by Vision to the Pledgor. In the event that any Distributions are to be paid on the Pledged Shares at a time when no Indemnification Event has occurred, such stock Distributions shall be deemed and treated as an integral part of the Pledged Shares and Indemnity Escrow Fund (and included within the definition of Pledged Shares and Indemnity Escrow Fund set forth hereinabove) and shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement in the same manner as the shares of stock originally deposited thereunder.

SECTION 2.5. No Duty on Vision. The powers conferred on Vision hereunder are solely to protect Vision’s interest in the Pledged Shares and shall not impose any duty upon Vision to exercise any such powers beyond those imposed by Part 6 of Article 9 of the UCC (including the duty to act in a commercially reasonable manner). Except for the safe custody of the Pledged Shares, and the accounting for moneys actually received by Vision hereunder, Vision shall have no duty as to any Pledged Shares or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Shares or to maximize the value of the Pledged Shares.

SECTION 2.6. Continuing Security Interest; Transfer of Rights; Termination of Security Interest. This Agreement shall:

Without limiting the foregoing, Vision may assign or otherwise transfer any and/or all of Vision’s rights in this Agreement or the Purchase Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein.

Upon the release of any of the Pledged Shares to the Pledgor pursuant to the Escrow Agreement in accordance with its terms, the security interest granted herein as to such released Pledged Shares shall terminate and all rights to such released Pledged Shares shall revert to the applicable Pledgor. Upon termination of the Escrow Agreement, the security interest granted herein as to any unreleased Pledged Shares shall terminate and all rights to any unreleased Pledged Shares shall revert to the applicable Pledgor.

Upon any such release or termination, Vision shall, at the applicable Pledgor’s sole cost and expense, deliver to the extent in Vision’s possession, all certificates and instruments representing or evidencing the applicable Pledged Shares, together with the applicable Pledged Shares held by Vision hereunder, and execute and deliver to Pledgor, at Pledgor’s sole cost and expense, such documents as Pledgor shall reasonably request to evidence such termination and release.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

SECTION 3.1. Warranties, etc. Pledgor represents and warrants to Vision that as of the date hereof:

ARTICLE IV - COVENANTS

SECTION 4.1. Protect Pledged Shares; Further Assurances, etc. Pledgor shall not sell, assign, transfer, pledge or encumber in any other manner the Pledged Shares (except in favor of Vision hereunder). Pledgor shall warrant and shall use Pledgor’s commercially reasonable efforts to defend the right and title herein granted unto Vision in and to the Pledged Shares (and all right, title and interest represented by the Pledged Shares) against the claims and demands of all Persons whomsoever. Pledgor agrees that at any time, and from time to time, at the sole cost and expense of Pledgor, Pledgor shall promptly execute and deliver all further instruments (including, without limitation, UCC-1 Financing Statements), and take all further action that may be necessary or desirable, or that Vision may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Vision to exercise and enforce Vision’s rights and remedies hereunder with respect to any Pledged Shares.

SECTION 4.2. Stock Powers, etc. Pledgor agrees that, upon the occurrence of an Indemnification Event, all of the Pledged Shares pledged to Vision pursuant to this Agreement shall be accompanied by duly executed undated blank stock powers, or other equivalent instruments of transfer acceptable to Vision. Pledgor shall, from time to time upon the request of Vision, promptly deliver to Vision such stock powers, instruments and similar documents, satisfactory in form and substance to Vision, in Vision’s sole and absolute discretion, with respect and to the extent applicable to the Pledged Shares as Vision may reasonably request and shall, from time to time upon the request of Vision after the occurrence of any Indemnification Event, promptly (i) transfer the Pledged Shares into the name of Vision or any nominee designated by Vision and (ii) provide to Vision any and all documents, instruments and/or consents necessary to transfer the Pledged Shares to Vision or any nominee designated by Vision.

SECTION 4.3. Continuous Pledge. Pledgor shall, at all times, keep pledged to Vision pursuant hereto all of the Pledged Shares owned by it and all other shares of stock constituting such Pledged Shares, all Distributions with respect thereto, and all other Pledged Shares and other securities, instruments, proceeds and rights from time to time received by or distributable to the Pledgor in respect of any Pledged Shares owned by it.

SECTION 4.4. Voting Rights. During the term of this Agreement or until Vision obtains possession of any Pledged Shares pursuant to Article V hereto, Pledgor shall have the right to vote its Pledged Shares on all corporate questions as shareholders of Vision. While the Pledged Shares remain in the Escrow Agent’s possession pursuant to this Agreement and the Escrow Agreement, the Pledgor will retain and be able to exercise all other incidents of ownership of the Pledged Shares that are not inconsistent with the terms and conditions hereof.

ARTICLE V - REMEDIES

SECTION 5.1. Actions upon an Indemnification Event. Upon the occurrence of any Indemnification Event, Vision shall make a written distribution request to the Escrow Agent in the form prescribed by the Escrow Agreement specifying the amount that is to be distributed to Vision from the Indemnity Escrow Fund pursuant to the Escrow Agreement. Any amount owed pursuant to an Indemnity Obligation will be payable out of the Pledged Shares then held by the Escrow Agent at a per share value equal to $4.00 (the “Per Share Price”). If there is a disagreement as to the disbursement and delivery of the Indemnity Escrow Fund between Vision and the Pledgor, the disagreement shall be resolved pursuant to the provisions of the Escrow Agreement and, upon completion of any arbitration proceeding, the arbitrator or other appropriate party shall certify the results of the arbitration to the Escrow Agent, including the decision, and the Escrow Agent shall be entitled to rely and act accordingly with respect to payments to Vision hereunder, if any, on the basis of the decision of the arbitrator as so certified.

In addition to Vision’s rights and remedies provided hereunder, whenever an Indemnification Event shall have occurred and be continuing, Vision shall have all rights and remedies of a secured party upon default under the UCC or other applicable law. Any notification required by law of any intended disposition by Vision of any of the Pledged Shares shall be deemed commercially reasonable and properly given if given at least five (5) days before such disposition. Without limitation of the above, Vision may, whenever an Indemnification Event shall have occurred, without prior notice to Pledgor, which is hereby knowingly, voluntarily, intentionally, unconditionally and irrevocably waived by Pledgor, take all or any of the following actions:

SECTION 5.2. Attorney-in-Fact. Pledgor hereby knowingly, voluntarily, intentionally, unconditionally and irrevocably appoints Vision as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Vision, or otherwise, from time to time in Vision’s sole and absolute discretion, to take any action and to execute any instrument which Vision may deem necessary or advisable to accomplish the purposes of this Agreement, including, upon the occurrence of an Indemnification Event, all actions described in Section 5.1 hereof.

SECTION 5.3. Application of Proceeds. If Vision takes control of the Pledged Shares upon an Indemnification Event, the amounts due therefor, including any accrued interest, fees or expenses occurred (including, without limitation, reasonable attorneys’ fees and disbursements, arising from or incurred in connection with enforcement of this Agreement, the Purchase Agreement or the Escrow Agreement) shall be applied towards payment of the Indemnity Obligations by returning Pledged Shares to Vision (the “Returned Shares”) in exchange for consideration equal to the Per Share Price. Any Returned Shares shall be canceled by Vision and returned to treasury.

SECTION 5.4. Indemnity and Expenses. Pledgor hereby indemnifies, exonerates and holds Vision and Vision’s, affiliates and subsidiaries (collectively, “Vision Entities”) and Vision and Vision’s Entities’ officers, directors, employees, attorneys, agents and representatives (Vision, Vision Entities and each such other person or party are hereinafter each referred to individually as a “Vision Party”) from and against any and all actions, suits, losses, liabilities, damages, costs and expenses growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses, or liabilities resulting from Vision’s gross negligence or willful misconduct. Upon demand, Pledgor shall pay, or shall cause to be paid, to the applicable Vision Party, the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and disbursements of such Vision Party’s counsel and of any experts, which such Vision Party may incur in connection with:

ARTICLE VI - MISCELLANEOUS

SECTION 6.1. Amendments, etc. No amendment or waiver of any term, provision, covenant or condition of this Agreement nor consent to any departure by Pledgor herefrom shall in any event be effective unless the same shall be consented to in a writing signed by Vision, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

SECTION 6.2. Obligations Not Affected. The obligations of Pledgor under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by:

SECTION 6.3. Protection of Pledged Shares. Vision may from time to time, at Vision’s sole option, perform any act which Pledgor agrees hereunder to perform and which Pledgor shall fail to perform after being requested in writing to so perform (it being understood that no such request need be given after the occurrence of an Indemnification Event) and Vision may from time to time take any other action which Vision reasonably deems necessary for the maintenance, preservation or protection of any of the Pledged Shares or of Vision’s security interest therein.

SECTION 6.4. Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to Vision:

Vision Hydrogen Corporation

95 Christopher Columbus Drive, 16th Floor

Jersey City, NJ 07302

Email: ***@***

Attention: Andrew Hidalgo, CEO

With a copy to (which shall not constitute notice):

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attn: Marc J. Ross, Esq.

Email: ***@***

If to the Pledgor:

Volt Energy B.V.

President Kennedystraat 1

6269 CA MargratenThe Netherlands

Email: ***@***

Attention: Andre Jurres

or at such other address, email address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or email account containing the time, date, and recipient facsimile number or email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

SECTION 6.5. Governing Law; Jurisdiction. (a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b) EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT (AND PLEDGOR AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE WITH RESPECT TO CLAIMS BROUGHT BY PLEDGOR AGAINST VISION), (II) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT AND (III) WAIVES, TO THE FULLEST EXTENT SUCH PARTY MAY EFFECTIVELY DO SO, THE DEFENSE OF ANY INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

(c) Pledgor voluntarily, knowingly, intentionally, unconditionally and irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of the copies thereof by certified mail, return receipt requested, postage prepaid, to Pledgor at Pledgor’s address set forth above, such service to become effective upon the earlier of (i) the date three (3) calendar days after such mailing or (ii) any earlier date permitted by applicable law. Nothing contained in this Section 6.5 shall affect the right of Vision to bring proceedings against Pledgor in the courts of any other jurisdiction or to serve process in any other manner permitted by applicable law.

SECTION 6.6. Waiver of Jury Trial, Etc. VISION AND PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF VISION OR PLEDGOR. THIS PROVISION IS A MATERIAL INDUCEMENT FOR VISION TO ENTER INTO THE LOAN DOCUMENTS AND THIS AGREEMENT.

SECTION 6.7. Counterparts and Facsimile Signature. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 6.8. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

SECTION 6.9. Construction.

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

(b) Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

[signature page follows]

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