Exhibit 10.8


 


Material
Terms of Agreements


 


Summary of
Deed of Assignment pursuant to a Public-Private Partnership (PPP)


 


	 	BIOCRUDE TECHNOLOGIES, INC.  	 
	 
	GOVERNMENT OF THE AUTONOMOUS ISLAND OF GRANDE COMORE (MORONI) 


	CONTRACT SUMMARY
	CONFIDENTIAL





	Agreement Reference:	BIOCRUDE/MCMUC/AUTONOMOUS ISLAND OF GRANDE COMORE/MSW-LC/CA/2016/1	Transaction Code:	BCT/MCMUC/MORONI/AUTONOMOUS ISLAND OF GRANDE COMORE/1





	Title of Agreement(s):	DEED OF ASSIGNMENT PURSUANT TO A PUBLIC-PRIVATE PARTNERSHIP (PPP)
	Parties:	
        MINISTÈRE DE LA PRODUCTION, DE L'ENVIRONNEMENT, DE
        L'ÉNERGIE, DE L'INDUSTRIE ET DE L'ARTISANAT DE L’UNION DES COMORES;

        MINISTÈRE DES FINANCES, DE L’ÉCONOMIE,
        DU BUDGET DE L’INVESTISSEMENT ET DU COMMERCE EXTÉRIEUR CHARGÉ DES PRIVATISATIONS DE L’UNION DES COMORES;
        

        (All referred to as “Government”)

        &

        BIOCRUDE TECHNOLOGIES, INC. (referred to as “BioCrude”)



	Date:	January 11, 2016	Documentation Signed:	Yes


	Changes/Amendments:	December 10, 2016
	Contract Object:	This Deed of Assignment embodies the engagement of the Assignor (Government) to authorize the Assignee (BioCrude) to Conceive, Design, Finance, Construct, Maintain and Exploit Municipal Solid Waste to Energy Complexes in the municipalities within the Autonomous Island of Grande Comore, Union of the Comoros to treat MSW, procure renewable energy and other inter-related marketable by-products (organic fertilizer, fly ash, primary materials for construction materials).
	Principal Obligations and Undertakings:	
        BioCrude:
        to Develop MSW to Energy Complex (MSW-Energy)
        in Moroni, Autonomous Island of Grande Comore via BOOT.

        Government: to fully engage and execute the minimum
        guaranteed MSW (“Put or Pay”); Land and Treated Sewage Effluent Agreements, and the Power Purchase Agreement (PPA)
        with BioCrude (Exclusive); Grant the necessary Permits & Clearances; allow BioCrude to operate; Provide Sovereign Guarantees
        for the Execution of all Agreement Obligations and define BioCrude’s fiscal taxation policy (exempt from corporate income
        taxes for duration of contract, as well as all import duties, taxes, levies for all materials, equipment and rolling stock required
        for the development of the MSW to Energy complex)



 




     


     


    

 


	Term/Duration:	30 Years	Renewal option:	30 Years





	Termination Events, Procedures and Indemnities:	Yes; Party Default & Force Majeure; Procedures outlined in Agreements





	Change of Control Clause:	Yes; to the Discretion of BioCrude Technologies, Inc.	Assignment Restrictions:	None
	Governing Law:	Ontario, Canada	Dispute Resolution Jurisdiction:	Ontario, Canada





	Force majeure:	Yes; standard and satisfactory to both parties.
	Change of law:	Not applicable; prescribed contract (Grandfathered). Law at signature prevails for duration of term and renewal option.
	Guarantees:	Sovereign Guarantees provided by Government of Autonomous Island of Grande Comore for FULL EXECUTION of their obligations in Contracts.
	Limitation on Liability:	Yes; only due to Force majeure.
	Exclusion of Liability:	None
	Liquidated Damages:	Yes; upon breach of execution of obligations from either party. If Government is in breach, and relates to termination of contract, Government is liable to pay 250% of the accrued Capital Cost of the MSW-Energy project (as reflected in Concession and Power Purchase Agreements). 
	Penalties for Non-Performance:	None
	Termination:	At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is a breach from either party with no remedy related thereto (with penalty associations).
	Intellectual Property Rights:	BioCrude Technologies, Inc. (FULL); No intellectual property transfer
	Health, Safety & Environmental Issues:	Obligation to bring installations into compliance at start-up, and sustain throughout operation. 





	Performance Bond:	None	Additional Insurance:	 





	Company Point of Contact:	Mr. John Moukas	Program Management:	 





	Other Contract Issues:	None
	Associated Contracts:	Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage / Effluent Agreement(s) and Power Purchase Agreement (PPA)


 




     


     


    

 


Summary of
Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage / Effluent Agreement


 


	 	BIOCRUDE
TECHNOLOGIES, INC.  	 
	 
	GOVERNMENT OF THE AUTONOMOUS ISLAND OF GRANDE COMORE (MORONI)





	CONTRACT SUMMARY
	CONFIDENTIAL





	Agreement Reference:	BIOCRUDE/MCMUC/ GRANDE COMORE/MSW-LC/CA/2016/1	Transaction Code:	BCT/MCMUC/MORONI/ GRANDE COMORE/1





	Title of Agreement(s):	MUNICIPAL SOLID WASTE CONCESSION AGREEMENT, LAND LEASE AGREEMENT & SUPPLY OF TREATED SEWAGE / EFFLUENT AGREEMENT
	Parties:	
        MINISTÈRE DE LA PRODUCTION, DE L'ENVIRONNEMENT, DE
        L'ÉNERGIE, DE L'INDUSTRIE ET DE L'ARTISANAT DE L’UNION DES COMORES;

        MINISTÈRE DES FINANCES, DE L’ÉCONOMIE,
        DU BUDGET DE L’INVESTISSEMENT ET DU COMMERCE EXTÉRIEUR CHARGÉ DES PRIVATISATIONS DE L’UNION DES COMORES;
        

        LA VILLE DE MORONI;

        (All referred to as “Government”)

        &

        BIOCRUDE TECHNOLOGIES, INC. (referred to as “BioCrude”)






	Date:	January 11, 2016	Documentation Signed:	Yes





	Changes/Amendments:	December 10, 2016
	Contract
    Object:	Develop, Construct, Operate, Maintain &
    Exploit an MSW to Energy Complex (MSW-Energy) in Moroni, Autonomous Island of Grande Comore via BOOT
	Principal
    Obligations and Undertakings:	BioCrude:
        to Develop MSW to
        Energy Complex (MSW-Energy) in Moroni, Autonomous Island of Grande Comore via BOOT.

        Government:
        to supply minimum guaranteed MSW of 700 TPD (“Put or Pay”); Land, Treated Sewage Effluent; Grant the necessary
        Permits & Clearances; allow BioCrude to operate; Provide Sovereign Guarantees for the Execution of all Agreement Obligations,
        as well as RLC (as defined in Payment Terms below) to cover immediate payment default of Government.






	Term/Duration:	30 Years	Renewal option:	30 Years





	Termination Events, Procedures and Indemnities:	Yes; Party Default & Force Majeure; Procedures outlined in Agreements





	Change of Control Clause:	Yes; to the Discretion of BioCrude Technologies, Inc.	Assignment Restrictions:	None
	Governing Law:	Ontario, Canada	Dispute Resolution Jurisdiction:	Ontario, Canada


 




     


     


    

 


	Force majeure:	Yes; standard and satisfactory to both parties.
	Change of law:	Not applicable; prescribed contract (Grandfathered). Law at signature prevails for duration of term and renewal option.





	Land Lease:	Area of land:	12 Hectares	Lease Payment:	$1 US per 12 Hectares per year for the duration of term and option (no escalations), with compliant zoning and bldg. by-laws.
	Supply of Treated Effluent by Government STP:	Off-Take:	Up to 10,000,000 Litres/Day	Resource Payment by BioCrude:	0.0000001 USD per kilolitre (kL)





	Minimum Amount of Delivered MSW (Guaranteed; Put or Pay):	700 TPD; Refer to Schedule 1.	Tipping Fee:	Refer to Schedule 1.





	Payment Terms:	Upon presentation of Invoice and offset from Revolving Letter of Credit (RLC) in the event of default; amount of escrowed RLC is for 12 months (times 1.5) of future payment, replenished quarterly.
	Guarantees:	Sovereign Guarantees provided by Government of Autonomous Island of Grande Comore for FULL EXECUTION of their obligations in Contracts.
	Limitation on Liability:	Yes; only due to Force majeure.
	Exclusion of Liability:	None
	Liquidated Damages:	Yes; upon breach of execution of obligations from either party. If Government is in breach, and relates to termination of contract, Government is liable to pay 250% of the accrued Capital Cost of the MSW-Energy project (as reflected in Concession and Power Purchase Agreements). 
	Penalties for Non-Performance:	None
	Termination:	At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is a breach from either party with no remedy related thereto (with penalty associations).
	Intellectual Property Rights:	BioCrude Technologies, Inc. (FULL); No intellectual property transfer
	Health, Safety & Environmental Issues:	Obligation to bring installations into compliance at start-up, and sustain throughout operation. 





	Performance Bond:	None	Additional Insurance:	 





	Company Point of Contact:	Mr. John Moukas	Program Management:	 





	Other Contract Issues:	None
	Associated Contracts:	Power Purchase Agreement (PPA) & Deed of Assignment pursuant to a Public-Private Partnership (PPP)


 




     


     


    

 


Summary of
Power Purchase Agreement (PPA)


 


	 	BIOCRUDE TECHNOLOGIES, INC.  	 
	 
	GOVERNMENT OF THE AUTONOMOUS ISLAND OF GRANDE COMORE (MORONI)





	CONTRACT SUMMARY
	CONFIDENTIAL





	Agreement Reference:	BIOCRUDE/MCMUC/AUTONOMOUS ISLAND OF GRANDE COMORE/MSW-LC/CA/2016/1	Transaction Code:	BCT/MCMUC/MORONI/AUTONOMOUS ISLAND OF GRANDE COMORE/1





	Title of Agreement(s):	POWER PURCHASE AGREEMENT (PPA)
	Parties:	
        LE GESTION DE L'EAU ET DE L'ÉLECTRICITÉ AUX
        COMORES (MA-MWE);

        (referred to as “Procurer”)

        BIOCRUDE TECHNOLOGIES, INC.; (referred to as “Vendor”)

        &

        MINISTÈRE DE LA PRODUCTION, DE L'ENVIRONNEMENT, DE
        L'ÉNERGIE, DE L'INDUSTRIE ET DE L'ARTISANAT DE L’UNION DES COMORES;

        MINISTÈRE DES FINANCES, DE L’ÉCONOMIE,
        DU BUDGET DE L’INVESTISSEMENT ET DU COMMERCE EXTÉRIEUR CHARGÉ DES PRIVATISATIONS DE L’UNION DES COMORES;
                          (All referred to as “Intervenants”)






	Date:	January 11, 2016	Documentation Signed:	Yes





	Changes/Amendments:	December 10, 2016
	Contract Object:	Resale of Procured Electricity (All procured
    electricity, less what is required for the self-consumption needs of the MSW-Energy facility) under “Take or Pay”
    principle.
	Principal Obligations and Undertakings:	BioCrude: to procure
        electricity from its developed MSW-Energy Project, using MSW as feedstock.

        Government:
        to buy all available electricity (net of project self-consumption needs) from BioCrude.
        Provide Sovereign Guarantees & Revolving Letter of Credit
        (1 year’s Revenues times 1.5) for the Execution of all Agreement Obligations. 






	Term/Duration:	30 Years	Renewal option:	30 Years





	Termination Events, Procedures and Indemnities:	At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is a breach from either party with no remedy related thereto (with penalty associations).





	Change of Control Clause:	Yes; to the Discretion of BioCrude Technologies, Inc.	Assignment Restrictions:	None
	Governing Law:	Ontario, Canada	Dispute Resolution Jurisdiction:	Ontario, Canada


	Electricity Act:	The Autonomous Island of Grande Comore Law n°________



 






     


     


    




 


	Force majeure:	Yes; standard and satisfactory to both parties.
	Change of law:	Not applicable; prescribed contract (Grandfathered). Law at signature prevails for duration of term and renewal option.
	Resale of Electricity rates:	Refer to Schedule 1.
	Payment Terms:	Upon presentation of Invoice and offset from Revolving Letter of Credit (RLC) in the event of default; amount of escrowed RLC is for 12 months (times 1.5) of future payment, replenished quarterly.
	Guarantees:	Sovereign Guarantees provided by Government of Autonomous Island of Grande Comore for FULL EXECUTION of their obligations in Contracts.
	Limitation on Liability:	Yes; only due to Force majeure.
	Exclusion of Liability:	None
	Liquidated Damages:	Yes; upon breach of execution of obligations from either party. If Government is in breach, and relates to termination of contract, Government is liable to pay 250% of the accrued Capital Cost of the MSW-Energy project (as reflected in Concession and Power Purchase Agreements). 
	Penalties for Non-Performance:	None
	Termination:	At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is a breach from either party with no remedy related thereto (with penalty associations).
	Intellectual Property Rights:	BioCrude Technologies, Inc. (FULL); No intellectual property transfer
	Health, Safety & Environmental Issues:	Obligation to bring installations into compliance at start-up, and sustain throughout operation. 
	Regulations regarding Electricity Act of Autonomous Island of Grande Comore:	Obligation to bring installations into compliance to the standards established by the Electricity Act of Autonomous Island of Grande Comore, at start-up, and sustain throughout operation.





	Performance Bond:	None	Additional Insurance:	 





	Company Point of Contact:	Mr. John Moukas	Program Management:	 





	Other Contract Issues:	None
	Associated Contracts:	Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage / Effluent Agreement(s) & Deed of Assignment pursuant to a Public-Private Partnership (PPP)