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 ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇. ▇-▇, ▇▇▇▇▇ ▇▇▇/▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇ III (USA DL NO. ▇▇▇▇-▇▇▇-▇▇-▇▇▇-▇) (“▇▇▇▇”) shall hold the entire
issued stock in RFC in the following proportion (the Shareholding
Proportion”):
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▇▇▇▇
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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 ▇▇▇ ▇▇▇ SANG and the other cheque signatory to be
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ III. For any amount of USD5,000-00 and
below, ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ 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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:
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ 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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