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:
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1.
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Incorporation of NewCo
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1.1
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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.
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1.2
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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.
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1.3
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NewCo shall be
incorporated under the name "Super Energy S.A." or any other name
agreed upon by the parties.
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2.
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Purposes and
Business of NewCo
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2.1
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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.
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2.2
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NewCo shall
operate in accordance with a Business Plan and Budget to be
mutually agreed upon between Global and SC.
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2.3
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The NewCo will
have its own bank accounts.
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3.
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Initial
Share Capital and Future Investors
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3.1
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The initial
share capital of NewCo shall be as follows: Global 51% and SC
49%.
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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%.
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3.2
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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.
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4.1
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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.
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4.2
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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.
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4.3
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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.
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5.
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Limitation
on Transfer of NewCo’s Shares by the Parties
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The following
limitations shall apply to the transfer of the holdings of the
parties in NewCo.
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1.
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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.
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2.
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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.
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3.
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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
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Right of
First Offer (the “Right”)
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1.
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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.
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2
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2.
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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,
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