Amended Memorandum of Understanding
This Amended and Restated Memorandum of Understanding (the
“MOU”) is an addition to the understanding between the parties dated August 15, 2013 which was signed
by Xxxxxxx Xxxxxx on August 10, 2013 and by Xxxxx XxXxxxxx August 15, 2013 and a new revised Memorandum dated October 18, 2013
BETWEEN: Kirida Resources Inc. (“Kirida”),
a corporation organized and existing under the laws of the Province of British Columbia,Xxxxxx.xxxx@xxxxxxxxxxxxxxx.xxx, Telephone:
000-000-0000, Fax: 000-000-0000
AND: Credex Corporation, (“Credex”),
Symbol “CRDX” with the industry classification of Financial Services and designated as a “Shell”, a Public
Company organized and existing under the laws of the state of Florida, USA, located at 0000 Xxxxxxx Xxxx, # 0000, Xxx Xxxxx, XX
00000. Telephone: 000 000 0000.
This MOU is entered into by Kirida and Credex, herein after
collectively referred to as the “JV Partners”, for the purpose of financing, developing and production commencement
of the Timber Projects in Papua New Guinea and/or West Africa (“Project”).
Each of the Parties represents and warrants that it has full
rights and authority to enter into and perform under this MOU.
Kirida and Credex agree and certify as follows:
| 1. | PURPOSE OF THE JOINT VENTURE |
| 1.1 | Credex is publically-traded on the OTC markets with the industry classification of Financial Services. Credex will finance
various timber projects in Papua New Guinea and/or West Africa, through sale of free trading shares. |
| 1.2 | Kirida is a private British Columbia Company that is active in Cameroon with various projects and will ascertain viable timber
projects in West Africa such as Cameroon, Liberia, Ghana, and Papua New Guinea including Bougainville for acquisitions or Joint
Venture (“JV”). Kirida shall seek out firms to assist with the capital raising needed for the timber projects
in addition to that being provided by Credex. |
| 1.3 | The specific purpose for this JV shall be timber production, namely; to raise funds to harvest, process, develop, produce and
export all timber-related products, pertaining to the Kirida’s timber opportunities. The JV Partners shall pursue a permit
for a minimum of 100,000 acres with a minimum timber value of $25 Million. This permit will be assigned for the benefit of the
Project as soon as practicable after the execution of the MOU. Included in the performance of the Project is the responsibility
to the local people in the respective countries to provide good corporate governance and where government regulations or oversight
is lacking, work with the highest standards for the environment, the employees and the community. |
| 1.4 | Upon Phase 3 financing, Xxxx Xxxxxx, the Escrow Agent, will release the first 20% up to $500,000 to Service Merchants Corp
or Earth Wind and Power Corp. The balance of funding to disbursed by the escrow agent as agreed by Kirida and Credex Corp. |
| 1.5 | Service Merchant Corp will give Kirida first right to acquire 10% of the shares of the Owner. |
| 1.6 | Upon payment of $500,000.00 as per above (Section 1.4) to Service Merchant Corp, Kirida shall retain 40% of the outstanding
Shares of Credex including new and/or Vend-in shares issued. |
| 1.7 | Quarterly vendor payment of $25,000.00 shall apply until first quarter of production, which will be part of funds raised by
Kirida. |
| 1.8 | In phase 3 financing, after raising $1 million, Kirida receives $5K on a monthly basis as long as a minimum of $100K funding
per month is reached. |
| 2.1 | Each party represents that: |
| (i) | it has full power and authority to enter into and perform this MOU, |
| (ii) | this MOU is the valid and binding obligation of such party, enforceable against it in accordance with its terms, and |
| (iii) | the performance by such party of its obligations under this MOU does not violate any law, rule or regulation binding on such
party or such party’s charter documents. |
| 2.2 | Waivers, Remedies Cumulative, Amendments, etc. No provision of this MOU may be amended, modified, waived, discharged or terminated,
other than by the express written agreement of the parties hereto nor may any breach of any provision of this MOU be waived or
discharged except with the express written consent of the party not in breach. |
| 3.1 | All notices, requests, claims, demands and other communications hereunder shall be in writing. Such notices shall be given
by electronic mail to the address of the party specified in this Agreement or such other address as either party may specify in
writing. |
| 3.2 | Notices so given shall be effective upon (i) receipt by the party to which notice is given, or (ii) on the fifth (5th) day
following mailing, whichever occurs first. |
| 3.3 | Address for the respective parties are as follows: |
| Kirida: |
Address: |
#000 - 0000 Xxxxxxx Xxxxxx |
| |
|
Xxxxxxx, X.X. |
| |
|
XXX0X0 |
| |
|
XXXXXX |
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|
|
| |
Email: |
xxxx@xxxxxxxxxxxxxxx.xxx |
| |
Telephone: |
000-000-0000 |
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Fax: |
000-000-0000 |
| |
|
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| Credex: |
Address: |
0000 Xxxxxxx Xxxx,# 0000, Xxx
Xxxxx, XX 00000 |
| |
Telephone: |
000 000 0000 |
| 4.1 | Each party and its respective affiliates shall maintain the confidentiality of all information of a confidential or proprietary
nature which it may have or acquire regarding the customers, business, finances, assets or affairs of the parties and its affiliates
except for (a) any information which is generally available to the public or becomes generally available to the public other than
through disclosure in violation of this provision or (b) which is required to be disclosed by applicable law or to enforce the
provisions of this MOU. |
This MOU constitutes the entire agreement of the parties
currently, and may not be altered, unless the same is agreed upon in writing by the JV Partners; however, the JV Partners agree
that additional agreements may be mutually agreed to and added to this MOU from time to time as deemed necessary.
| 5.3 | Any controversy or claim arising out of or relating to this MOU or the breach, termination or validity thereof, which remains
unresolved 45 days after original notice thereof shall be finally settled under the Rules of Arbitration of the International Chamber
of Commerce; provided, however, that if either party will not participate in a non-binding procedure described above, the other
may initiate binding arbitration before expiration of the above period. The tribunal shall consist of a sole arbitrator appointed
jointly by the parties. In the case of the parties failing to choose a sole arbitrator, the tribunal shall consist of three arbitrators,
two of whom shall be appointed by the respective parties and the third of whom shall be appointed jointly by the first two. Each
arbitrator shall be knowledgeable in matters similar to those involved in the business of Credex. The place of arbitration shall
be Miami, Florida, or such other location as the parties may agree. The language of the arbitration shall be English. Each arbitrator
shall be independent and unrelated to any of the parties. |
| 5.4 | Except as expressly provided below, the arbitrator is not empowered to award damages in excess of compensatory damages and
each party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. The
arbitrator shall have the authority to include, as an item of damages, the costs of arbitration, including legal fees and expenses,
incurred by the prevailing party and to apportion such costs among the parties on a claim-by-claim basis as such party prevails
thereon. For purposes of the foregoing, the “prevailing party”
shall mean the party whose final settlement offer (or other position or monetary claim) prior to the start of arbitration is closest
to the judgment awarded by the arbitrator, regardless of whether such judgment is entered into in favour of or against such party. |
| 5.5 | The parties will negotiate in good faith and agree on such further or modified arbitration provisions as are reasonably necessary
for awards and other judgments resulting from the provisions set forth above to be recognized and enforceable in the respective
jurisdictions. |
IN WITNESS WHEREOF, each party to this MOU has caused
it to be executed at the respective jurisdictions of parties hereto on the date indicated below.
| Kirida Resources Inc. |
Credex Corporation: |
| |
|
| Authorized Signature: |
Authorized Signature: |
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|
| |
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| /s/ Xxxxx XxXxxxxx |
/s/ Xxxxxxx Xxxxxx |
| Xxxxx XxXxxxxx, President |
Xxxxxxx Xxxxxx, President |
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| Date: Nov/12/2013 |
Date: Nov/12/2013 |
