MEMORANDUM OF UNDERSTANDING
Exhibit 10.1
BETWEEN
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[1]
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RENEWAL FUEL CORP
(Company No. E0635182007-8), a limited liability company incorporated in
the State of California, United States of America with its registered
address at 0000, Xxxx Xxxxx Xx. XXX 0, Xxx Xxxxx 00000, Xxxxxx Xxxxxx of
America (“RFC”) of the first party;
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AND
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[2]
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SOLIGRESS SDN BHD
(Company No. 666416-D), a limited liability company incorporated in
Malaysia with its registered office at Xx. 0-0, Xxxxx XX0/0, Xxxxxx Xxxx,
00000 Xxxxxxxx Xxxx, Xxxxxxxx Darul Ehsan, Malaysia (“SSB”) of the third
part.
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(collectively,
“Parties” and individually,
“Party”)
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WHEREFORE THE PARTIES
HEREBY SET FORTH THEIR
AGREEMENT:
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1.
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Purchase by
SSB
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1.1
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Subject
to the terms in this Memorandum, SSB shall purchase 8,750,000 common stock
of RFC (the “Purchased Shares).
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1.2
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The
Parties agree that upon completion of the purchase, SSB and XXXXXXX X. XXX
XXXXX III (USA DL NO. X000-000-00-000-0) (“XXXX”) shall hold the entire
issued stock in RFC in the following proportion (the Shareholding
Proportion”):
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XXXX
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12.5 | % | |
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SSB
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87.5 | % | |
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Total
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100.0 | % |
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1.3
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The
Parties agree that no additional stock can be issued without mutual
consent.
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2.
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Purchase
Price
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SSB
shall pay the sum of $650,000-00 to RFC as the price for the Subscription
Shares (the “Purchase Price”) in accordance with Clause 3
below.
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3.
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Completion
Date
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Within
10 days from the signing of this Memorandum, SSB shall pay the Purchase
Price to RFC the “Completion
Date”).
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4.
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Utilization of Purchase
Price
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The
Parties agree that the Purchase Price shall be utilized for the following
purposes:
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Purpose
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Amount
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Amount
to be used as
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$ | 500,000.00 | ||
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Collateral
to establish lines of
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Credit
for US banks
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Amount
for start-up expenses
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$ | 150,000.00 | ||
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Total:
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$ | 650,000.00 |
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5.
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Bank Account & Cheque
Signatories
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5.1
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Unless
otherwise agreed by the Parties in writing, the Parties agree that RFC
shall maintain one bank account for the time
being.
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5.2
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There
will be 2 cheque signatories for any amount above USD5,000-00 with one
cheque signatory to be XXX XXX SANG and the other cheque signatory to be
XXXXXXX X. XXX XXXXX III. For any amount of USD5,000-00 and
below, XXXXXXX X. XXX XXXXX III may be the sole cheque
signatory
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In
witness whereof the authorized signatories of the Parties have executed this
Memorandum of Understanding the day and year abovewritten.
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Name
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:
XXXXXXX X. XXX XXXXX III
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Designation
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:
Chief Executive Officer
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Date
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:
17 September 2007
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SOLIGRESS
SDN BHD
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Name
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:
NG HUAT CHAI
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Designation
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:
Director
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Date
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:
17/9/07
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