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The Parties agree to develop the Project(s) according to the following key terms and conditions:
2.1Development Mutual Exclusivity and Project Structure
2.1.1Evolution Energy LTD, as a co-developer of the Project(s), agrees to exclusively work with SOLENA and SOLENA agrees to exclusively work with Evolution Energy LTD in the development and implementation of the identified Project(s) during the term of this Agreement. Thus, neither Evolution Energy LTD nor SOLENA shall not enter into negotiations with any third party entity for the development of a similar or alternative facility for the production of bio-energy (whether in the form of heat and/or power, in the form of liquid transportation fuels, or in the form of a fuel gas) during the effective term of this agreement.
2.1.2The Parties shall cooperate with one another to develop the Project(s) in accordance with their respective obligations under this Agreement. Subject to the provisions of this Agreement, the Parties shall carry out such work and provide such Resources in accordance with the terms of this Agreement so as to achieve Financial Close for the Project.
2.1.3The Parties agree that each individual Party may employ subcontractors, service providers, or other entities to carry out such work as is necessary. Notwithstanding the use of subcontractors or service providers, the Parties agree that mutual agreement amongst the Parties will be necessary to involve other third party entities as partners or co-principals in the development of the Project(s).
2.1.4The Parties undertake to act in good faith in relation to the performance and implementation of this Agreement and to take such other reasonable measures as may be necessary for the realisation of its objectives.
2.1.5The Parties agree that the Project(s) will be ultimately executed and implemented by a Special Purpose Entity (SPE). The SPE shall be established to own and operate the Plant(s) and to be the signatory to all of the operative agreements.
2.1.6Each Party shall nominate a Project Coordinator to supervise the development of each Project during the Development Phase of that Project. The Project Coordinators shall keep each other informed on a regular basis of its Party’s activities in respect of the progress of the Project.
2.2Co-investment and Ownership of SPE
2.2.1The Parties agree that each SPE shall be constituted and incorporated in its origin by Solena and Evolution Energy LTD, as co-developers.
2.2.2The Parties agree that SOLENA shall have the right to earn, acquire, or retain (as the case may be depending on the original shareholding structure at the time of incorporation of the SPE), up to 50% equity interest and at all times shall not be less than 20% equity interest in the SPE at Project Financial Close. This equity stake may be (i) earned from the development costs and contributions provided by SOLENA, (ii) acquired through a cash injection at project close and/or arranged financing through a mezzanine facility, or (iii) a combination of all or any of the above. The mechanism and equity structure shall be negotiated in good faith by the Parties during this development stage and reflected in a term sheet (hereinafter “SPE Equity Term Sheet”) to be signed by both Parties.
2.2.3The Parties shall negotiate in good faith a Shareholders’ Agreement to govern their relationship within the SPE, once the SPE Equity Term Sheet has been agreed and signed. The Shareholders’ Agreement shall faithfully reflect the terms and conditions of this Agreement wherever applicable to the structure of a Shareholders’ Agreement.
2.2.4The Parties agree that both SOLENA and Evolution Energy LTD as co-developers may present the investment opportunity in the bio-energy project to other potential investors, as long as both Parties agree on the final equity shareholders ownership percentage.
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