EXHIBIT 10.1 JOINT VENTURE AGREEMENT AND WARRANT AGREEMENT
This JOINT VENTURE AGREEMENT AND WARRANT AGREEMENT(the "Agreement"),
dated as of this 7th day of November, 2005, is between NAANOVO INTERNATIONAL
FREE ZONE N.V., an Aruba Business Corporation ( "NAANOVO"), and INTERNATIONAL
POWER GROUP, LTD., a Delaware Corporation, ("IPWG").
RECITALS
NAANOVO Energy USA, Inc. and IPWG have entered into a build, operate
and transfer project agreement for twelve waste to energy (WTE) combustion
modules (one WTE plant) in the Republic of Mexico, dated May 16, 2005
(hereinafter the "Mexico WTE Agreement"). The first facility to be built for
IPWG pursuant to the Mexico WTE Agreement is planned to be in Ensenada, Mexico.
IPWG has created a wholly owned subsidiary corporation or other business entity
for ownership and operation of said facility (hereinafter the "IPW Group de
Mexico S.A. #1 Subsidiary").
IPWG is seeking funding for the construction of the subsidiary facility
which could be provided more timely and in more favorable terms than commercial
funding sources previously elicited by IPWG.
AGREEMENT
The parties agree as follows:
For the consideration of SIXTY MILLION US DOLLARS ($60,000,000.00 US),
to be paid by NAANOVO to Naanovo Energy USA, Inc. pursuant to the Mexico WTE
Agreement, which shall be paid immediately upon fulfillment of the conditions
set forth herein, IPWG hereby agrees to transfer twenty percent (20%) equity
ownership in International Power de Mexico #1 S.A. Subsidiary upon receipt of
said payment. The pro rata profits for NAANOVO's equity ownership in IPW Group
de Mexico S.A. #1 Subsidiary must be paid monthly where profit is defined as
revenue minus the standard operating/construction cost of the plant.
It shall be further understood for above consideration IPWG will grant a
twenty percent (20%) equity ownership in 12 additional modules to be built in
Mexico within the next 3 years. The pro rata profits for NAANOVO from this
equity ownership must be paid monthly where profit is defined as revenue minus
the standard operating/construction cost of the plant.
Additionally, it is hereby agreed that NAANOVO is hereby granted
warrants to purchase up to 1,500,000 shares of IPWG common stock at $2.00 per
share (totaling up to three million dollars ($3,000,000.00)) for a period of one
year.
The above agreement is subject to the following conditions:
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Xxxxx EL Template - Version 1.0.0
1. This agreement must be ratified within 10 business days by the boards of both
NAANOVO and IPWG.
2. NAANOVO shall give reasonable evidence that it has placed the funds
($60,000,000.00) in an account available for transfer. An attorney's affidavit
will actas evidence.
3. Written confirmation must be made from Xxxxx and Company to NAANOVO of the
existence of a policy covering the protection of income portion of this
undertaking by investment grade insurance concerns within 30 days of the grant
date.
This document is to be considered the complete understanding for this
undertaking.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first given above.
NAANOVO INTERNATIONAL FREE ZONE N.V. INTERNATIONAL POWER GROUP, LTD.
/s/Xxxxx Xxxxxx Xxxxxx /s/Xxxxx Xxxxxxxx Xxxxxxx
By: Xxxxx Xxxxxx Xxxxxx By: Xxxxx Xxxxxxxx Xxxxxxx
President/CEO President/CEO
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