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Joint Venture Agreement

Joint Venture JV Agreement

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 This Joint Venture JV Agreement involves

GLOBAL ENERGY INC | SC Supercom SA | SC Target Group

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Title: Joint Venture Agreement
Date: 11/20/2008

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Exhibit 10.1

Joint Venture Agreement

This Joint Venture Agreement (“Agreement”) is entered into this 12 day of November, 2008 by and between Global Energy, Inc., a Nevada corporation, having an address at 7 Jabotinski Street, 38 th floor, P.O. Box 141, Ramat Gan 52520, Israel (“Global”), S.C. Supercom S.A., a Romanian company, having an address at “Elisabeta”, Str. Gherghitei, nr 23c, Sector 2, Bucharest, Romania (“SC”) and S.C. Target Group S.R.L., a Romanian company, having an address at Calea Floreasca nr. 91-11,bl. F1, sc. 4, ap. 34, Sector 1, Bucharest, Romania (“TG”).

Whereas , the parties are interested in creating a joint venture company for the purpose of manufacturing diesel fuel from municipal solid waste in Romania;

NOW THEREFORE, in consideration of the mutual promises and undertakings of the parties, it is hereby agreed as follows:


Incorporation of NewCo



Global and SC intend to incorporate an agreed upon legal entity in Romania (“NewCo”). The parties hereto intend to incorporate NewCo within sixty (60) days of the date of this Agreement.



All incorporation and other documents related to the creation of NewCo, including, but not limited to, the memorandum of association and the articles of association (the “Incorporation Documents”), shall be mutually agreed upon between Global and SC.



NewCo shall be incorporated under the name "Super Energy S.A." or any other name agreed upon by the parties.


Purposes and Business of NewCo



NewCo shall engage in the business of converting municipal solid waste (“MSW”) into diesel fuel in Romania using certain KDV500 systems (“Systems”) and related technologies (the “Technology”) developed by Dr. Koch.



NewCo shall operate in accordance with a Business Plan and Budget to be mutually agreed upon between Global and SC.



The NewCo will have its own bank accounts.


Initial Share Capital and Future Investors



The initial share capital of NewCo shall be as follows: Global 51% and SC 49%.


Global and SC will contribute upon the incorporation of NewCo 5% and 5% of their share capital, respectively, to TG so that the share capital of NewCo shall be Global 46%, SC 44% and TG 10%.



Global and SC may agree to bring in additional third party investors to NewCo and/or to take NewCo public and all existing shareholders of NewCo will be diluted accordingly.



Management of NewCo



The powers, responsibilities, and procedures with respect to the shareholders, the Board of Directors and officers of NewCo shall be as specified in NewCo’s Incorporation Documents which shall be mutually agreed upon between Global and SC.



NewCo shall be run by an experienced and professional management team which shall be mutually agreed upon between Global and SC. The CEO of NewCo shall be mutually agreed upon between Global and SC. The CFO will be appointed by Global.



Initially, the Board of Directors of NewCo shall be comprised of 4 (four) board members. Global shall be entitled to appoint 2 board members, and SC shall be entitled to appoint 2 board member. Each party may appoint, remove and/or replace its respective directors by serving notice of such action. The initial Chairman of the Board of Directors shall be mutually agreed upon between Global and SC.


Limitation on Transfer of NewCo’s Shares by the Parties


The following limitations shall apply to the transfer of the holdings of the parties in NewCo.


Transfer Restrictions



No party shall sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber (any of the above, “Transfer”), all or any part of the shares owned by it (or securities convertible or exercisable therefor), other than in compliance with the terms herein or other than to a Permitted Transferee. For the purposes hereof, “Permitted Transferee” shall mean an entity which is wholly owned or controlled by the party. A Transfer to a Permitted Transferee is only permitted if (i) each such transferee agrees in writing on a form prescribed by NewCo to be bound by all of the provisions herein and (ii) any Transfer in interests to a Permitted Transferee shall be subject to all the transfer restrictions herein as if interests to such Permitted Transferee were shares in NewCo.



In no event may either party Transfer any of their shares to any person, entity, business or venture that competes with the business of NewCo.



Notwithstanding the foregoing, (i) during the first twelve months following incorporation of NewCo, neither party may Transfer any of its shares and (ii) from the first anniversary of incorporation of NewCo until the second anniversary of incorporation of NewCo, neither party may Transfer any of its shares to any third party prior to receiving the written consent of the other party


Right of First Offer (the “Right”)



If at any time either party (the “Offeror”) wishes to Transfer any or all of the shares owned by it to a third party (the “Offered Shares”), then prior to soliciting an offer from, or making any such offer to, a third party, the Offeror shall first submit a written offer containing all material terms to the other party (the “Offer”) in respect of the Offered Shares.





Within sixty (60) days after receipt of the Offer, the other party shall have the right to give notice to the Offeror of its intent to purchase all (but not less than all) of the Offered Shares on the same terms and conditions as set forth in the Offer. Once delivered, such notice, taken in conjunction with the Offer, shall be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares to the other party, and the sale of the Offered Shares to the other party shall occur within sixty (60) days of receipt of the Offeror’s written notice.



Should written notice not be received by the Offeror within the sixty(60)day time period referenced above, or if the other party shall give notice of its election not to acquire such Offered Shares, then the Offer will be deemed to have lapsed, and the Offeror may, for a period of up to ninety (90) days thereafter, offer the Offered Shares to a bona fide third party on terms and conditions, including price, not more favorable to the proposed buyer than those contained in the Offer to the other party.



Any shares not sold to a bona fide third party within the ninety (90) period referred to above shall again be subject to the requirements of this Right of First Offer.




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