This joint project development agreement




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JOINT PROJECT DEVELOPMENT AGREEMENT
THIS JOINT PROJECT DEVELOPMENT AGREEMENT (hereinafter “Agreement”) is made on September 28, 2010 by and between
/EVOLUTION ENERGY, LTD, a company incorporated under the laws of UKRAINE, which has its registered office at__________________________________________ (hereinafter “Evolution Energy LTD”); and


    SOLENA GROUP, INC., a company incorporated in the State of Delaware, USA, which has its registered office at 1300 Pennsylvania Ave., N.W., Washington D.C. 20004 (hereinafter “SOLENA”);



collectively referred to as the “Parties” or, individually, a “Party”.

WHEREAS, Solena is the exclusive owner of the patent number 5544597 (Plasma pyrolysis and vitrification of municipal solid waste), issued on August 13, 1996 by the U.S. Patent and Trademark Office, the patent number 5634414 (Process for Plasma pyrolysis and Vitrification of municipal solid waste), issued on June 3, 1997 by the U.S. Patent and Trademark Office, the patent number 1419220 B1 (Plasma Pyrolysis, Gasification and Vitrification of organic material), issued on October 07, 2005 by the European Patent Office and the patent number 6987792 B2 (Plasma Pyrolysis, Gasification and Vitrification of organic material) issued on January 17, 2006 by the U.S. Patent and Trademark Office (hereinafter collectively “Patents”); its trademarked Integrated Gasification Combined Cycle (“IPGCC”) process; and other proprietary knowledge whether or not patented regarding plasma gasifying processes for various organic and waste feedstocks whereby organic and waste streams are simultaneously gasified and vitrified under plasma heating conditions into a bio-synthetic fuel gas for production of electric power and liquid transport fuel (collectively referred to herein as the “Solena Technology”); and

^ WHEREAS, SOLENA is currently developing and planning to design and build bio-energy plants using biomass, waste or other organic sources for the production of renewable power and renewable synthetic fuels in countries worldwide (“Solena Bio-Energy Projects”); and Evolution Energy LTD is in the business of Project Development, Acquisition and business development, in Ukraine,


^ WHEREAS, Evolution Energy LTD and Solena Group, Inc. desire to work together on the development of advanced Bio-Power and advanced Biofuels facilities in Ukraine and at locations that have access to waste/biomass feedstock sources (hereinafter “Feedstock”) appropriate for the development, construction and operation of a Solena Bio-Power where Solena’s BioSynGas is used as a substitute for Natural Gas to produce renewable power or heat. Evolution Energy LTD may also pursue a joint development to produce advanced synthetic biofuels by means of Solena’s technology for the gasification of the Feedstock into a biosynthetic gas and if applicable depending on the project a subsequent conversion of that biosynthetic gas into transportation fuels through a Fischer-Tropsch process (hereinafter “the Biomass-to-Liquids Plant”, or “BTL Plant”) (the whole venture hereinafter also referred to as “the Project”); and


WHEREAS, Evolution Energy LTD and SOLENA desire to jointly develop the Project(s), and agree to do so in accordance with the terms and conditions of the present Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, the sufficiency of which are hereby acknowledged, the Parties agree as follows:


^

1DEFINITIONS AND RULES OF INTERPRETATION

1.1Definitions


  1. Bio-Power project”, as per the Recitals, means the facility(s) which will gasify biomass and waste feedstock through Solena’s Technology into a renewable synthetic gas, which is subsequently used as a substitute for Natural Gas in a Gas turbine system for renewable power production.



  2. Biomass to Liquids” or BTL, means the facility(s) which will gasifiy biomass and waste feedstocks through Solena’s Technology into a renewable biosynthetic gas, which is subsequently converted into renewable, synthetic liquid fuel through a Fischer-Tropsch process such as BioJetFuel or GreenDiesel.

  3. Development Phase” means the period of time, which commences upon execution of the present Agreement, during which the Parties will develop the technical specifications of the project(s), develop the engineering and design of the project(s), apply for and obtain required permits, and secure all Operative Agreements necessary to take the Project(s) to Financial Close.



  4. EPC Company” means a company that performs engineering, procurement and construction services.

  5. EPC Contract” means the engineering, procurement and construction agreement to be entered into between a qualified EPC company and the SPE pursuant to which the EPC Company will design, procure, construct and commission the Plant on a turnkey, lump sum basis.



  6. Feedstock Supply Agreements” (or “FSA”) means the feedstock supply agreements which the SPE will enter into for the supply and transportation of Feedstock for the Plant(s).



  7. Financing Agreements” means the credit agreements and related documentation which the SPE will enter into with the banks providing the debt required for the Project(s).





  8. Financial Close” means, with respect to the Project(s), the date when all the preconditions to first drawdown of money under the Financing Agreements are satisfied and when EPC work commences.



  9. Fuel Offtake Agreement” (or “FOA”) means the agreement pursuant to which synthetic fuels will be purchased from the projects(s) by aviation fuel marketers, blenders, or retailers, or by end users such as commercial airlines for a specific Biomass to Liquid project.





  10. O&M Agreement” means the agreement to be entered into between the SPE and an O&M Company pursuant to which the O&M Company shall operate and maintain the Plant(s).



  11. O&M Company” means a company or companies that provide(s) operations and maintenance services for the Plant(s).



  12. Operative Agreements” means, with respect to the Project(s), the Power Purchase Agreement, EPC Contract, Feedstock Supply Agreements, O&M Agreement, the Shareholder’s Agreement of the SPE, the Technical Support Agreement, the Financing Agreements, the Site Lease, and any other agreement(s) designated from time to time by the Parties as an Operative Agreement.



  13. Power Purchase Agreement” (or “PPA”) means the agreement pursuant to which excess net power will be purchased from the Bio-Power Projects(s) by the local electric utility or any other end user or intermediary.



  14. Project”, as per the Recitals, means the development, design, financing, construction, testing, commissioning, ownership, insuring, operation and maintenance of the Bio Power project(s) in accordance with the Operative Agreements.



  15. Project Coordinator” means that person designated by each Party from time to time as its Project coordinator.



  16. Project Cost” means the sum of the loans made to the Project(s) specified in the Financing Agreements and the equity investment made by the shareholders into the SPE in order to successfully implement the Project(s).





  17. Project Owners” shall mean those entities which form, invest or otherwise acquire an ownership interest in an SPE which undertakes the Project(s) as described herein.



  18. Resources” means, with respect to the Project(s), the equipment, personnel, finance, plant, expertise and advice (including without limitation, accounting, financial, legal and managerial advice) and administrative services.



  19. Shareholders’ Agreement” means the agreement to be entered into between the shareholders of the SPE, regulating their interests as shareholders, on such terms as the signatories thereto may agree and as are customary and appropriate for such an agreement.



  20. Site” means the site or plot of land where the Project(s) is to be located.

  21. Site Lease” means the long term lease under which the SPE shall have the right of quiet enjoyment of the Site or such other land on which the Plant(s) is located.

  22. SPE” means a Special Purpose Entity which may be created for the purpose of owning and operating the Project(s).



  23. Technical Support Agreement” means with respect to each Project the agreement to be entered into between the Project Owners and Solena, under which Solena will agree to provide certain services related to the maintenance of the Project Plant(s).


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