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Exhibit 10.2
JOINT
VENTURE AGREEMENT
FOR
WIND ENERGY DEVELOPMENT
IN
Germany
Summary
of Terms
Parties:
Zero Emission
People Capital GmbH, (“ZEP”), a German limited
liability company, and Xxx GmbH („XX“), a german
limited liability company. Both parties shall individually and
jointly be referred to as “Party” and
“Parties”, respectively.
Purpose of the
Agreement:
XX
is developing several wind energy projects in Germany (the
“Projects”).
ZEP
desires to expand its wind energy development activity in Germany,
especially for projects with construction timelines in
2012/13.
Therefore, both
Parties intend to work together under a joint development
agreement, including the conditions of this term sheet agreement
(the ”Agreement”).
Projects:
Several wind
generation facilities in development in Germany as detailed in
Attachment 1 with an approx. nameplate capacity of 6 MW and
approximate commercial operation dates (“COD(s)”) in
2012/13, subject to obtaining construction permission according to
German BImSchG and all necessary approvals.
For
Project details and Project assets, see Attachment 1 (the
“Project(s)”).
Project
Company/Asset Joint Venture:
Both Parties
own the Project(s) 50:50 based on this Agreement, however, the ZEP
percentage is subject to milestone Purchase Price payments defined
below. XX has set up/will set up a project company (“Project
Company”) to hold the development assets for e
