exhibit_4-18.htm










Exhibit 4.18


 


D’ANGELLA BUILDING RIGHT AGREEMENT



 


English summary of Italian version1







1. Preliminary Note


 


The building (superficie) right, regulated by article 952 of the Italian Civil Code, is particularly appropriate for the construction of photovoltaic plants, as it allows the grantee of the building right to be owner of the plant whereas the title of the land remains with the grantor.







For the construction and the maintenance of the photovoltaic plant (“PV Plant”) on the land (Municipality of Minervino Murge (BT), sheet 131, parcels 43, 46, 47, 48, 96, 102, 105, 111, 112, 166) (the “Land”), on August 4, 2011 the company Luma Solar S.r.l. entered into a definitive building right agreement. The agreement has been executed in Andria (BT), authenticated by the Notary Salvatore Consolo, Repertorio no. 937, Raccolta no. 638, registered in Barletta and filed with the Conservatoria dei Registri Immobiliari on August 8, 2011.







The above mentioned agreement has been amended by means of a deed authenticated by the Notary Salvatore Consolo, Repertorio no. 968, Raccolta no. 660, registered in Barletta and filed with the Conservatoria dei Registri Immobiliari on September 27, 2011.







Please note that the surface of the Land on which the building right has been set-up is bigger than the one on which the PV Plant has been built (i.e. parcels 46, 47, 48, 166, sheet 131). In order not to have the remaining part of the Land abandoned, Luma Solar S.r.l. entered into a gratuitous lease agreement with the landowners, having as object the portion of Land which has not been used for the construction of the PV Plant (i.e. parcels 43, 96, 102, 105, 111 and 112, sheet 131).







On February 14, 2012 the portion of the Land on which the PV Plant has been built changed its registration number at the Cadastral Land Registry from parcels 46, 47, 48 and 166 to parcels 204 and 198. After that, on February 23, 2012, the PV Plant has been registered in the Cadastral Building Registry with the numbers 204 sub 1 and 198 sub 1.


 










	
1

	
The original language version is on file with the Registrant and is available upon request.











  





  











  






 


2. Main content of the amended agreement


 








	
1 Execution date

	
August 4, 2011


	
2. Grantors

	
Mr. Vincenzo D’Angella and Mrs. Francesca Vurro


	
3 Grantee

	
Luma Solar S.r.l.


	
4. Portion of the land

	
Municipality of Minervino Murge (BT), sheet 131, parcels 43, 46, 47, 48, 96, 102, 105, 111, 112, 166, size 3.79.57 hectares2.


	
5. Duration

	
21 years (until August 4, 2032)


	
6. Extension and Renewal

	
Upon the expiry date, the building right may be renewed for further 4 years, and upon the expiry of the 4-year period above, for further 5 years, upon the Grantee’s request to be made by means of 60 days prior notice by registered letter.


	
7. Consideration


 


 


 


 

	
As consideration for the 21-year building right, the Grantee shall pay an overall amount of Euro 278,983.95 of which:


 


-  Euro 37,668.71 to Mr. Vincenzo D’Angella;


 


-  Euro 241,314.94 to Mr. Vincenzo D’Angella and Mrs. Francesca Vurro.


 


The consideration shall be paid in 21 annual instalments equal to Euro 13,284.95 (of which Euro 1,793.75 to Mr. Vincenzo D’Angella and Euro 11,491.20 to both Vincenzo D’Angella and Mrs. Francesca Vurro) by August 5 of each year. The payment is made in advance for the following year.


The consideration for the 4-year and 5-year renewal shall be equal to 13,284.950 (of which Euro 1,793.75 to Mr. Vincenzo D’Angella and Euro 11,491.20 to both Vincenzo D’Angella and Mrs. Francesca Vurro) increased by 100% of the previous year inflation national rate as resulting by official statistics.


	
8. Consideration adjustment

	
Starting from the second yearly instalment (August 5, 2012) the annual payment shall be adjusted each year by 100% of the previous year’s inflation national rate as resulting by official statistics.


	
9. Gratuitous lease agreement

	
The Parties entered into a gratuitous lease agreement having as object parcels 43, 96, 102, 105, 111 and 112, size 1.39.81 hectares, which has not been used for the construction of the PV Plant. The duration of the gratuitous lease agreement is 21 year and the Parties undertook to extend the same in the case of renewal of the building right.





 





2 Please note that Mr. Vincenzo D’Angella is the sole owner of parcels 48, 111 and 112, while both Mr. Vincenzo D’Angella and Mrs. Francesca Vurro are co-owners of parcels 43, 46, 47, 96, 102, 105, 166.




 




  





  











  






 



	
10. Withdrawal/Termination right (Grantee)

	
Starting from the date of execution, the Grantee shall be entitled to withdraw at any time before the expiry date of the agreement. The withdrawal shall be made by notarial deed and communicated to the Grantors by registered letter.


	
11.Withdrawal/Termination


right (Grantor)

	
The Grantors shall be entitled to terminate the building right agreement in case payment of the consideration is delayed for more than 3 months.


In the case of termination, the Grantors shall send a written notice to the Grantee and to the financing entity indicated by the Grantee. Within 60 days of receipt of the abovementioned notice, the financing entity shall be entitled to (i) appoint a third party that will replace the Grantee in the  agreement, or (ii) to inform the Grantors of its intention to cure, directly or through the Grantee, the breach of contract giving rise to the termination. In such events, the Grantors shall be entitled to terminate the building right agreement only by way of judicial order and provided that the non-fulfilment has not been cured the within 60 days of the appointment of the third party replacing the Grantee or, as the case may be, of the receipt by the Grantors of the financing entity’s notice. Regardless of any breach of contract by the Grantee, the financing entity shall have the faculty to appoint a third party replacing the Grantee in the event the financing entity has informed the Grantee of its intention to declare the Grantee forfeited from the term for payment (decadenza del beneficio del termine), or to terminate for breach of contract or to withdraw from the loan agreement.


	
12. Easements

	
The Grantors agree to grant and set-up all the easements necessary for the construction and operation of the PV Plant on any neighbouring lands owned by the Grantors.


	
13. Plant removal

	
Within 6 months following the expiry of the building right, the Grantee shall remove the PV Plant at its own expense.


Ownership of the PV Plant shall remain with the Grantee.





 




  





  











  






 



	
14. Assignment

	
The Grantee shall be entitled, at any time whatsoever, to assign the building right agreement to third parties and/or the rights and obligations arising there from, sending the relevant notice to the Grantors.


	
15. Pre-emption

	
Should the Grantors decide to sell the Land, they shall send the Grantee notice indicating the terms and conditions for the sale. The Grantee shall be entitled to exercise a pre-emption right for the purchase of the Land by sending a letter within 60 days of receipt of the notice of sale.


	
16. Governing Law and Competent Court

	
Italian law applies. Exclusive jurisdiction of the court of Trani.