Exhibit 10.1
MASTER
SALES AGREEMENT
This Master Sales Agreement (this
“Agreement”) is entered into as of December 16, 2025 (the “Effective Date”), by and among:
| a) | Manufacturing
360, LLC, a Washington limited liability company (“Seller”), in its capacity
as the sole record and beneficial owner of one (1) share of the Special 2020 Series A Preferred
Stock of Renewal Fuels, Inc.; |
| b) | Earth
Sciences Fund I LLC, a Texas limited liability company (“Buyer” or “ESF”);
and |
| c) | RH2
Equity Partners, LP, a Delaware limited partnership (the “Consultant”
or “RH2”, and, together with Seller and Buyer, each a “Party” and
collectively the “Parties”). |
This
Agreement sets forth the terms and conditions governing the transfer of control of Renewal Fuels, Inc. through the sale of the Special
2020 Series A Preferred Share, the simultaneous share exchange transaction involving ▇▇▇▇▇▇ Fusion Technologies Inc., and the engagement
of RH2 to provide transitional and compliance-related services in connection with the Transaction and post-closing integration.
RECITALS
WHEREAS,
Seller is the sole record and beneficial owner of one (1) share of the Special 2020 Series A Preferred
Stock of Renewal Fuels, Inc., a Delaware corporation traded on OTC Markets under symbol RNWF (“RNWF”), which one (1) share
(the “Control Share”) carries voting rights equal to sixty percent (60%) of the total voting power of all outstanding voting
securities of RNWF, voting together with the common stock as a single class on all matters submitted to shareholders;
WHEREAS,
▇▇▇▇▇ desires to acquire from Seller, and Seller desires to transfer to Buyer, all of Seller’s
right, title, and interest in and to the Control Share, free and clear of all liens, claims, pledges, encumbrances, and restrictions
other than those arising under applicable securities laws, pursuant to the terms of this Agreement and the related Stock Transfer Agreement;
WHEREAS,
immediately upon the transfer of the Control Share to Buyer, RNWF, as the surviving public corporation
under ▇▇▇▇▇’s voting control, shall enter into a Share Exchange Agreement with ▇▇▇▇▇▇ Fusion Technologies Inc. (“▇▇▇▇▇▇”),
pursuant to which RNWF shall acquire all of the issued and outstanding shares or other equity interests of Kepler in a reverse-merger
share exchange transaction (the “Share Exchange”);
WHEREAS,
the Parties acknowledge and agree that the transfer of the Control Share to Buyer and the consummation
of the Share Exchange with ▇▇▇▇▇▇ are interdependent, shall occur simultaneously, and neither transaction shall close unless both transactions
close at the same time;
WHEREAS,
Consultant shall provide transitional administrative, compliance, disclosure, and capital-markets support
to RNWF in connection with the Transaction and post-closing integration pursuant to a separate Consulting Agreement to be executed concurrently
herewith;
WHEREAS,
the Parties desire to set forth in this Agreement the terms, conditions, covenants, obligations, and
closing deliverables pertaining to the transfer of control of RNWF, the simultaneous Share Exchange with ▇▇▇▇▇▇, and the execution and
delivery of all related definitive agreements and supporting instruments; and
WHEREAS,
the Parties enter into this Agreement in reliance upon the representations, warranties, disclosures,
and covenants contained herein and intend for this Agreement to govern the overall structure, coordination, and closing mechanics of
the Transaction.
As
used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Transaction Agreements, as applicable.
| 1.1. | “Acquired
Business” means the equity interests, operations,
contracts, assets, intellectual property, rights, and business activities of ▇▇▇▇▇▇ Fusion
Technologies Inc. to be acquired by RNWF pursuant to the Share Exchange Agreement. |
| 1.2. | “Agreement”
means this Master Sales Agreement, together with all exhibits,
schedules, and any other documents incorporated by reference herein. |
| 1.3. | “Buyer”
or “ESF” means
Earth Sciences Fund I LLC, a Texas limited liability company, and its permitted successors
and assigns. |
| 1.4. | “Closing”
means the consummation of the Transaction, including (a)
the transfer of the Control Share to Buyer, (b) the execution and delivery of the Share Exchange
Agreement, and (c) the simultaneous acquisition by RNWF of all issued and outstanding shares
or equity interests of ▇▇▇▇▇▇, subject to the satisfaction or waiver of all conditions precedent
set forth herein. |
| 1.5. | “Closing
Date” means the date on which the Closing occurs. |
| 1.6. | “Consultant”
or “RH2” means
RH2 Equity Partners, LP, a Delaware limited partnership, together with its authorized officers,
agents, and affiliates. |
| 1.7. | “Consulting
Agreement” means the agreement between Consultant
and RNWF executed concurrently with this Agreement, pursuant to which Consultant shall provide
transitional, administrative, compliance, and disclosure services. |
| 1.8. | “Control
Share” means the one (1) share of Special 2020 Series
A Preferred Stock of RNWF held by Seller, which carries voting rights equal to sixty percent
(60%) of the total voting power of all outstanding voting securities of RNWF, voting together
with the common stock as a single class on all matters. |
| 1.9. | “Definitive
Agreements” means collectively this Agreement, the
Stock Transfer Agreement, the Share Exchange Agreement, the Consulting Agreement, and all
other agreements, instruments, exhibits, schedules, certificates, and closing deliverables
executed in connection with the Transaction. |
| 1.10. | “Disclosure
Schedules” means the schedules delivered by a Party
to the other Parties in connection with this Agreement, setting forth exceptions to that
Party’s representations, warranties, or other matters required to be disclosed hereunder. |
| 1.11. | “▇▇▇▇▇▇”
means ▇▇▇▇▇▇ Fusion Technologies Inc. (or any designated
successor entity), the private company to be acquired by RNWF pursuant to the Share Exchange
Agreement. |
| 1.12. | “Person”
means any individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated organization, governmental
authority, or other legal entity. |
| 1.13. | “Purchase
Price” means one thousand dollars ($1,000), payable
by Earth Sciences Fund I LLC to Manufacturing 360, LLC as consideration for the Control Share,
as required by the Letter of Intent dated November 27, 2025 and memorialized in the Stock
Transfer Agreement.” |
| 1.15. | “Seller”
means Manufacturing 360, LLC, a Washington limited liability
company, in its capacity as the record and beneficial owner of the Control Share. |
| 1.16. | “Share
Exchange” means the reverse-merger share exchange
transaction pursuant to which RNWF shall acquire all of the issued and outstanding shares
or equity interests of ▇▇▇▇▇▇, as provided in the Share Exchange Agreement. |
| 1.17. | “Share
Exchange Agreement” or “SEA” means
the definitive agreement between RNWF and ▇▇▇▇▇▇ pursuant to which RNWF shall acquire one
hundred percent (100%) of the issued and outstanding equity of ▇▇▇▇▇▇. |
| 1.18. | “Stock
Transfer Agreement” or “STA” means
the agreement between Seller and ▇▇▇▇▇ relating to the transfer of the Control Share, executed
concurrently with this Agreement. |
| 1.19. | “Transaction”
means the collective transactions contemplated by the Definitive
Agreements, including (a) the transfer of the Control Share to Buyer, (b) the Share Exchange
between RNWF and ▇▇▇▇▇▇, and (c) the execution of the Consulting Agreement. |
| 1.20. | “Transaction
Agreements” means this Agreement, the STA, the SEA,
the Consulting Agreement, and any additional documents or instruments executed in connection
with the Transaction. |
| 2. | PURCHASE
AND SALE OF CONTROL SHARE |
| 2.1. | Transfer
of Control Share. Subject to the terms and conditions of this Agreement and the Stock Transfer
Agreement, Seller shall sell, assign, transfer, and deliver to Buyer, and Buyer shall purchase
from Seller, all of Seller’s right, title, and interest in and to the Control Share,
free and clear of all liens, pledges, encumbrances, security interests, claims, options,
or restrictions of any kind other than restrictions imposed by applicable securities laws. |
| 2.2. | Voting
Rights. The Parties acknowledge and agree that the Control Share constitutes one share of
the Special 2020 Series A Preferred Stock of RNWF, which carries voting rights equal to sixty
percent of the total voting power of all outstanding voting securities of RNWF, voting together
with the common stock as a single class on all matters. Upon consummation of the transfer
of the Control Share, Buyer shall possess and exercise full voting control of RNWF in accordance
with such rights. |
| 2.3. | Form
of Transfer. The transfer of the Control Share shall be effected at Closing by the delivery
to Buyer or ▇▇▇▇▇’s designee of a duly executed and medallion guaranteed stock power
endorsed by Seller, any other transfer instruments reasonably required by RNWF or its transfer
agent to record Buyer as the sole record and beneficial owner of the Control Share, and evidence
reasonably satisfactory to Buyer confirming that all corporate records, books, and ledgers
of RNWF reflect Buyer as the holder of the Control Share as of the Closing Date. |
| 2.4. | No
Assumed Liabilities. Buyer is purchasing only the Control Share. Buyer is not assuming any
liabilities, debts, obligations, agreements, contracts, or responsibilities of Seller of
any kind, whether fixed, contingent, known, unknown, asserted, or unasserted, except as expressly
set forth in this Agreement or any other Definitive Agreement. |
| 2.5. | As
Is Transaction. Buyer acknowledges that the Control Share is being transferred on an as is,
where is basis, without any express or implied representation or warranty of any kind by
Seller, except for the representations expressly set forth in this Agreement and the Stock
Transfer Agreement. Buyer acknowledges that it has conducted its own investigation into RNWF
and has not relied on any representation or warranty of Seller or any other Person except
as expressly provided herein. |
| 2.6. | Simultaneous
Closing Condition. The Parties acknowledge and agree that the transfer of the Control Share
shall not occur unless the Share Exchange between RNWF and ▇▇▇▇▇▇ closes simultaneously,
and the Share Exchange shall not occur unless the transfer of the Control Share closes simultaneously.
Neither Party shall be obligated to close unless both components of the Transaction close
at the same time. |
| 3. | REVERSE
MERGER AND TRANSACTION CONDITIONS |
| 3.1. | Reverse
Merger Commitment. The Parties acknowledge and agree that the Transaction requires RNWF to
acquire all of the issued and outstanding equity interests of ▇▇▇▇▇▇ pursuant to the Share
Exchange Agreement. RNWF shall acquire the Acquired Business in exchange for newly issued
shares of RNWF common stock or such other securities as may be negotiated between RNWF and
▇▇▇▇▇▇ and memorialized in the Share Exchange Agreement. The Acquired Business shall include
all contracts, operations, assets, intellectual property, rights, and interests of ▇▇▇▇▇▇,
except as expressly excluded by the Share Exchange Agreement. RNWF acknowledges that the
Purchase Price for the Control Share is one thousand dollars ($1,000), consistent with the
Stock Transfer Agreement. |
| 3.2. | Simultaneous
Closing Condition. The transfer of the Control Share to Buyer and the acquisition of ▇▇▇▇▇▇
by RNWF shall close simultaneously. Neither component of the Transaction shall close unless
both components close at the same time. The obligations of all Parties to complete the Transaction
are expressly conditioned upon the simultaneous consummation of the Share Exchange and the
transfer of the Control Share. |
| 3.3. | Share
Exchange Terms. The Parties currently contemplate that the Share Exchange shall involve the
issuance by RNWF of two hundred forty million shares of RNWF common stock in exchange for
all issued and outstanding shares of Kepler. The final structure, including whether any preferred
stock such as Series B Preferred Stock shall be used in lieu of or in addition to common
stock, shall be determined by RNWF and ▇▇▇▇▇▇ and reflected in the Share Exchange Agreement.
The Share Exchange Agreement shall identify the ▇▇▇▇▇▇ equity interests being exchanged and
shall include the following elements: |
| a) | identification
and transfer of all ▇▇▇▇▇▇ equity interests to RNWF |
| b) | issuance
or delivery of the agreed consideration by RNWF |
| c) | a
schedule of any excluded assets or retained liabilities |
| d) | closing
deliverables required from ▇▇▇▇▇▇ |
| e) | any
post-closing covenants or obligations |
| 3.4. | ▇▇▇▇▇▇
Equity Transfer. At Closing, ▇▇▇▇▇▇ shall deliver to RNWF all equity interests representing
one hundred percent of the issued and outstanding shares of ▇▇▇▇▇▇, free and clear of all
liens, claims, and encumbrances, together with all necessary transfer documents required
to vest full ownership of the Acquired Business in RNWF. ▇▇▇▇▇▇ shall also deliver all corporate
records, organizational documents, intellectual property assignments, contract assignments,
and any other instruments reasonably required to complete the Share Exchange. |
| 3.5. | No
Issuance of RNWF Common Stock at Initial Closing. The Parties acknowledge that no RNWF common
stock shall be issued at the initial closing of the Transaction except as expressly provided
in the Share Exchange Agreement. Any equity consideration payable to ▇▇▇▇▇▇ shall be issued
only in accordance with the definitive terms negotiated between RNWF and ▇▇▇▇▇▇ and memorialized
in the Share Exchange Agreement. |
| 3.6. | Capital
Structure and Post Closing Alignment. RNWF shall take all actions reasonably required to
align its capital structure with the Transaction, including implementing any reverse stock
split, preferred share designation, or other corporate action contemplated by the Share Exchange
Agreement. RNWF and ▇▇▇▇▇▇ shall cooperate in good faith to ensure that the capital structure
of the combined company reflects the ownership and control percentages agreed in the Share
Exchange Agreement. |
| 3.7. | Conditions
Precedent. The obligations of the Parties to consummate the Transaction shall be subject
to the satisfaction or waiver of the following conditions: |
| a) | execution
of the Stock Transfer Agreement, Share Exchange Agreement, and Consulting Agreement |
| b) | confirmation
that RNWF has authority to issue the consideration required under the Share Exchange Agreement |
| c) | delivery
of all required corporate approvals and consents from RNWF, Seller, Buyer, and ▇▇▇▇▇▇ |
| d) | delivery
of all required third party consents for the assignment or transfer of any contract, permit,
or license included in the Acquired Business if such consent is required |
| e) | no
material adverse change in the business or condition of RNWF or ▇▇▇▇▇▇ between the Effective
Date and the Closing Date |
| f) | confirmation
of OTC IQ access or reasonable assurance of imminent access |
| g) | execution
and delivery of all closing deliverables required by the Transaction Agreements |
| 3.8. | Failure
to Complete Reverse Merger. If the Share Exchange has not been fully completed within sixty
(60) days following the Closing Date, for any reason other than a breach of this Agreement
by Seller or RH2, neither Seller nor RH2 shall be obligated to transfer or maintain the Control
Share with Buyer, and Seller and RH2 may terminate this Agreement upon written notice to
Buyer. Upon such termination, the Transaction shall be unwound in accordance with Section
3.8, and each Party shall bear its own costs, with no further obligations except those expressly
stated to survive termination. |
| 3.9. | PCAOB
Auditor Engagement and Payment Requirement. Within sixty (60) days following the Closing
Date, Buyer and ▇▇▇▇▇▇ shall cause RNWF to (a) formally engage a PCAOB-qualified auditor,
and (b) fully pay all outstanding and required auditor fees, including any fees owed to Rockport
or any successor valuation or audit provider. Buyer shall be solely responsible for all such
auditor-related costs. Failure to satisfy this obligation within the 60-day period shall
constitute a condition subsequent permitting Seller and RH2 to unwind the Transaction and
reclaim the Control Share, in addition to any other remedies available under this Agreement. |
| 4. | CONSULTING
AGREEMENT AND TRANSITIONAL SERVICES |
| 4.1. | Engagement
of Consultant. At Closing, RNWF shall enter into a Consulting Agreement with RH2 pursuant
to which RH2 shall provide transitional administrative, compliance, disclosure, and capital
markets support to RNWF. The Consulting Agreement shall be effective immediately upon execution
and shall be structured to support the Transaction, the post-closing integration of the Acquired
Business, and the ongoing reporting and regulatory obligations of RNWF as a public company. |
| 4.2. | Initial
Compliance and Corporate Services. RH2 shall provide initial transitional services in support
of RNWF’s immediate regulatory, administrative, and disclosure needs, including: |
| a) | preparation
and coordination of corporate documentation and supporting materials required for the Transaction |
| b) | support
with OTC Markets profile updates, disclosure filings, and compliance obligations |
| c) | assistance
with change of control reporting, corporate governance alignment, and capital structure reconciliation |
| d) | support
for preparation and filing of documents related to the rescission and cancellation of the
▇▇▇▇▇▇▇▇ Shares |
| e) | coordination
with RNWF management, ▇▇▇▇▇▇ personnel, and Buyer to implement Transaction related deliverables |
| 4.3. | Cash
Fee. Upon execution of the Consulting Agreement, RNWF shall pay RH2 Equity Partners a one-time
cash fee of twenty thousand dollars ($20,000), as set forth in Section 5.1 of the Letter
of Intent. |
| 4.4. | Retained
Notes. RH2 Equity Partners shall retain the outstanding Pinnacle Notes and CMB Notes totaling
five hundred thousand five hundred ninety-two
dollars ($500,592). Such notes shall convert in accordance with
the Consulting Agreement and the Debt Settlement and Assignment Agreements to be executed
at Closing. |
| 4.5. | Quarterly
Value Floor and True-Up. Each quarterly vested tranche shall have a minimum notional value
of thirty thousand dollars ($30,000). If the market value of any tranche is less than such
amount, RNWF shall issue additional common shares as a true-up to ensure compliance with
this requirement, or
RNWF shall have the option, at its sole discretion, to pay thirty thousand dollars ($30,000)
in lieu of that quarterly’s vesting by Consultant. |
| 4.6. | Registration
Rights. RNWF shall include all securities issued to RH2 under this Agreement and the Consulting
Agreement in the next registration statement filed with the Securities and Exchange Commission. |
| 4.7. | Independent
Advisor Status. RH2 shall provide services strictly as an independent contractor and shall
have no authority to bind RNWF or act as its officer, agent, or fiduciary. |
| 4.8. | Extended
Services Period. Following completion of the Transaction, RH2 shall provide extended advisory
and oversight services to RNWF for a period of three years unless otherwise agreed by the
Parties. Such services may include: |
| a) | financial
reporting oversight and accounting management support |
| b) | preparation
and coordination of OTC Markets and SEC disclosure filings |
| c) | support
for post-closing corporate actions and regulatory matters |
| d) | strategic
advisory services related to investor relations, internal governance, and operational execution |
| e) | project
management and coordination related to the integration of the Acquired Business |
| 4.9. | Extended Services Compensation. As
consideration for the extended advisory and oversight services described in Section 4.8,
RNWF shall issue to RH2 one million (1,000,000) shares of RNWF common stock, issued post–reverse
split, vesting quarterly over thirty-six (36) months, with a minimum quarterly notional value
of thirty thousand dollars ($30,000), and subject to true-up share issuances, or RNWF
shall have the option, at its sole discretion, to pay thirty thousand dollars ($30,000) in
lieu of that quarterly’s vesting by Consultant, as described in Section 4.5. All such
securities shall include registration rights consistent with Section 4.6 and shall be issued
in accordance with the Consulting Agreement and the Letter of Intent. |
| 4.10. | Documentation
and Reporting. RH2 shall maintain records of services performed and shall provide periodic
updates to RNWF and Buyer regarding the status of compliance, disclosure, litigation support,
and other transitional or extended activities. RNWF shall cooperate in good faith by providing
timely access to corporate records, personnel, and information necessary for RH2 to perform
its obligations. |
| 4.11. | Survival
of Certain Obligations. The obligations of RNWF relating to compensation payable to RH2 under
the Consulting Agreement, including any deferred compensation, equity-based awards, registration
rights, or true up share issuances, shall survive the Closing and shall remain binding on
RNWF and its successors and assigns in accordance with their terms. |
The obligations of the Parties to consummate
the Transaction shall be subject to the satisfaction, at or prior to the Closing (as defined below), of each of the following conditions,
any of which may be waived in whole or in part by mutual written agreement of the Parties:
| 5.1. | Execution
of Definitive Agreements. The Parties shall have executed the Stock Transfer Agreement, the
Share Exchange Agreement, and the Consulting Agreement, together with all exhibits, schedules,
and supporting documents required by each such agreement, including the Seller’s Debt
Assignment and Settlement Agreements described in Section 5.4 of the Letter of Intent and
the Consulting Agreement required by Section 5.1 of the Letter of Intent providing for the
$20,000 one-time cash fee and the advisory compensation structure referenced therein.. |
| 5.2. | Delivery
of Control Share. Seller shall have delivered to Buyer or Buyer’s designee all instruments
necessary to transfer the Control Share, including a duly executed and medallion guaranteed
stock power and any other transfer documents reasonably required by RNWF or its transfer
agent. |
| 5.3. | Delivery
of ▇▇▇▇▇▇ Equity. ▇▇▇▇▇▇ shall have delivered to RNWF all equity interests representing one
hundred percent of the issued and outstanding shares of ▇▇▇▇▇▇, together with all transfer
documents required to vest full ownership of the Acquired Business in RNWF. |
| 5.4. | Delivery
of Consideration. Buyer and RNWF shall have delivered the consideration required under the
Stock Transfer Agreement and the Share Exchange Agreement, as applicable. |
| 5.5. | Corporate
Approvals. RNWF shall have delivered all required board and controlling shareholder consents
authorizing the Transaction, the Share Exchange, the entry into the Consulting Agreement,
and all related corporate actions. |
| 5.6. | Third
Party Consents. All third party consents necessary for the assignment or transfer of any
contract, permit, or license included in the Acquired Business shall have been obtained to
the extent such consents are required for Closing. |
| 5.7. | Absence
of Material Adverse Change. There shall have been no material adverse change in the business,
operations, assets, or financial condition of RNWF or ▇▇▇▇▇▇ between the Effective Date and
the Closing Date. |
| 5.8. | Confirmation
of OTC IQ Access. RNWF shall have confirmed that it has active OTC IQ access or has received
reasonable assurance of imminent reinstatement sufficient to enable required post closing
disclosures. |
| 5.9. | Delivery
of Valuation Report. ▇▇▇▇▇▇ shall have delivered to RNWF, ESF, and Consultant a current independent
valuation report for ▇▇▇▇▇▇ prepared by Rockport (or another valuation firm reasonably acceptable
to RNWF and ESF). The valuation shall be paid for by ▇▇▇▇▇▇, and delivery of such valuation
shall be a condition precedent to Closing. Closing Deliverables. Each Party shall have delivered
all closing deliverables required under this Agreement and the other Transaction Agreements. |
| 5.10. | Payment
of One-Time Cash Fee. RNWF shall have paid to RH2 the twenty thousand dollar ($20,000) one-time
cash fee or shall have entered into a mutually agreed alternative payment arrangement. |
| 5.11. | ▇▇▇▇▇▇▇▇
Share Litigation Not a Condition. The Parties acknowledge and agree that the pending litigation
relating to the rescission and cancellation of the ▇▇▇▇▇▇▇▇ Shares shall not be a condition
precedent to Closing, and the Transaction shall proceed regardless of the timing or outcome
of such litigation. |
At the closing of the Transaction (the “Closing”),
the following documents and instruments shall be executed, delivered, and exchanged by the respective Parties, unless waived by mutual
written agreement:
| 6.1. | By
Seller (Manufacturing 360, LLC): |
| a) | a
duly executed and medallion guaranteed stock power transferring the Control Share to Buyer
or ▇▇▇▇▇’s designee |
| b) | any
transfer documents reasonably required by RNWF or its transfer agent to record Buyer as the
sole record and beneficial owner of the Control Share |
| c) | all
written consents, resolutions, and authorizations of Seller necessary to approve and consummate
the transfer of the Control Share |
| d) | any
other documents reasonably requested by ▇▇▇▇▇ that are necessary or appropriate to complete
the transfer of the Control Share |
| 6.2. | By
Buyer (Earth Sciences Fund I LLC): |
| a) | the
purchase price for the Control Share as set forth in the Stock Transfer Agreement |
| b) | executed
counterparts of all Transaction Agreements to which ▇▇▇▇▇ is a party |
| c) | all
written consents, resolutions, or authorizations required of Buyer to approve and consummate
the Transaction |
| d) | any
other supporting documents reasonably requested by Seller or RNWF to effect the Transaction |
| a) | executed
counterparts of the Share Exchange Agreement |
| b) | all
board and controlling shareholder resolutions authorizing the Transaction, the Share Exchange,
and the Consulting Agreement |
| c) | evidence
of OTC IQ access or reasonable assurance of imminent reinstatement |
| d) | a
certified copy of the current RNWF capitalization table |
| e) | any
required officer resignations or appointments to effectuate the Transaction if applicable |
| f) | corporate
records, minute books, stock ledgers, and organizational documents reasonably requested for
post-closing governance |
| g) | any
other documents required under the Transaction Agreements |
| 6.4. | By
Consultant (RH2 Equity Partners, LP): |
| a) | the
executed Consulting Agreement |
| b) | written
acknowledgments regarding the retention of the Pinnacle Notes and CMB Notes as compensation,
consistent with this Agreement and the three (3) related Settlement and Exchange Agreements
that are to be executed contemporaneously with this Agreement. |
| c) | any
independent contractor or non-affiliation acknowledgments required under the Consulting Agreement |
| d) | any
other documents required of Consultant under the Transaction Agreements |
| 6.5. | By
▇▇▇▇▇▇ (▇▇▇▇▇▇ Fusion Technologies Inc.): |
| a) | all
equity interests representing one hundred percent of the issued and outstanding shares of
Kepler |
| b) | all
instruments of transfer necessary to vest full ownership of the Acquired Business in RNWF |
| c) | copies
of contracts, intellectual property assignments, licenses, financial statements, and organizational
documents |
| d) | all
written consents and approvals required for the assignment of any contract, lease, permit,
or license included in the Acquired Business if such consent is required for Closing |
| e) | any
other documents required under the Share Exchange Agreement. |
| 6.6. | General
Deliverables By All Parties: |
| a) | executed
counterparts of all Transaction Agreements |
| b) | all
certificates, schedules, exhibits, and ancillary documents required by the Transaction Agreements |
| c) | closing
certificates or confirmations required under any Transaction Agreement |
| d) | any
other documents mutually required to effect the Closing |
| 7. | REPRESENTATIONS
AND WARRANTIES |
Each Party represents and warrants to the
other Parties as of the Effective Date and as of the Closing Date as follows, and acknowledges that the other Parties are relying on
such representations and warranties in entering into this Agreement and the Transaction Agreements:
| 7.1. | Representations
and Warranties of Seller. Seller represents and warrants to Buyer and RNWF that: |
| a) | Seller
is the sole record and beneficial owner of the Control Share and has full authority to transfer
the Control Share |
| b) | the
Control Share is free and clear of all liens, claims, encumbrances, pledges, restrictions,
or adverse interests other than restrictions imposed by applicable securities laws |
| c) | Seller
has full power and authority to execute, deliver, and perform this Agreement and the other
Transaction Agreements to which Seller is a party |
| d) | the
execution and delivery of this Agreement do not violate any agreement, contract, order, or
law applicable to Seller |
| e) | no
consent or approval of any third party is required for Seller to consummate the transfer
of the Control Share except as expressly stated in this Agreement |
| 7.2. | Representations
and Warranties of Buyer. Buyer hereby represents and warrants to Seller and RNWF that: |
| a) | Buyer
is duly organized, validly existing, and in good standing under the laws of its jurisdiction
of formation |
| b) | Buyer
has full power and authority to execute, deliver, and perform this Agreement and each Transaction
Agreement to which Buyer is a party |
| c) | the
execution and delivery of this Agreement do not violate any agreement, contract, order, or
law applicable to Buyer |
| d) | Buyer
has the financial capacity to deliver the purchase price for the Control Share as set forth
in the Stock Transfer Agreement |
| e) | no
consent or approval of any third party is required for Buyer to consummate the Transaction
except as expressly stated in this Agreement |
| 7.3. | Representations
and Warranties of RNWF. RNWF represents and warrants to Seller and ▇▇▇▇▇ that: |
a)
RNWF is duly organized, validly existing, and in good standing under the laws of the State of Delaware
b)
RNWF has full power and authority to execute, deliver, and perform this Agreement and each Transaction Agreement to which it is
a party including the Share Exchange Agreement
c)
the execution and delivery of this Agreement do not violate any agreement, contract, order, or law applicable to RNWF
d)
RNWF’s authorized and outstanding capital stock is accurately reflected in the capitalization table delivered at Closing
e)
no consent or approval of any third party is required for RNWF to consummate the Transaction except as expressly stated in this
Agreement
f)
RNWF has obtained all corporate approvals required to consummate the Transaction including board and controlling shareholder approvals
g)
RNWF has disclosed to Buyer the status of the ▇▇▇▇▇▇▇▇ Share litigation as of the Effective Date
| 7.4. | Representations
and Warranties of Consultant. Consultant represents and warrants to the other Parties
that: |
a)
Consultant has full authority to execute, deliver, and perform this Agreement and the Consulting Agreement
b)
the execution and delivery of this Agreement do not violate any agreement, contract, order, or law applicable to Consultant
c)
Consultant acknowledges that it is acting solely as an independent contractor and shall not be deemed an officer, director, employee,
or control person of RNWF unless separately agreed in writing
| d) | Consultant
is not relying on any representation or warranty of any other Party except those expressly
set forth in the Transaction Agreements |
| 7.5. | Representations
and Warranties of ▇▇▇▇▇▇. ▇▇▇▇▇▇ represents and warrants to RNWF and Buyer that: |
a)
▇▇▇▇▇▇ is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation
b)
▇▇▇▇▇▇ has full authority to execute, deliver, and perform the Share Exchange Agreement
c)
▇▇▇▇▇▇ owns all equity interests to be transferred free and clear of all liens, claims, or encumbrances except as disclosed in
the Share Exchange Agreement
d)
▇▇▇▇▇▇ has delivered its organizational documents, contracts, and intellectual property materials required under the Transaction
e)
the execution and delivery of the Share Exchange Agreement do not violate any agreement, contract, order, or law applicable to
▇▇▇▇▇▇
| f) | no
consent or approval of any third party is required for ▇▇▇▇▇▇ to consummate the Share Exchange
except as expressly stated in the Share Exchange Agreement |
| 8.1. | Further
Assurances. Each Party shall execute and deliver such additional documents and shall
take such further actions as may be reasonably necessary or appropriate to carry out the
provisions of this Agreement and the other Transaction Agreements and to consummate the Transaction.
Each Party shall cooperate in good faith with the other Parties to complete all filings,
notices, and approvals required for the Transaction. |
| 8.2. | Conduct
of Business Prior to Closing. Between the Effective Date and the Closing Date, each Party
shall use commercially reasonable efforts to preserve its business, assets, and goodwill
and shall not take any action that would reasonably be expected to materially impair or delay
its ability to consummate the Transaction or perform its obligations under this Agreement.
RNWF and ▇▇▇▇▇▇ shall not enter into any material transaction outside the ordinary course
of business without the prior written consent of ▇▇▇▇▇ except as required to complete the
Transaction. |
| 8.3. | Confidentiality.
Each Party shall maintain in strict confidence all confidential or non public information
received from the other Parties in connection with the negotiation and performance of this
Agreement. No Party shall disclose such information except to its legal, financial, or accounting
advisors or as required by applicable law or stock market rules. Each Party shall ensure
that any such advisors comply with this confidentiality covenant. |
| 8.4. | Required
Filings and Regulatory Matters. RNWF shall make all filings and submissions required
by applicable law or stock market rules to effect the Change of Control and the Share Exchange
including any updates to its OTC Markets profile and any required state or federal corporate
filings. Buyer shall reasonably cooperate with RNWF in preparing and providing any information
required for such filings or submissions. |
| 8.5. | Public
Announcements. No Party shall issue any press release or public announcement regarding
this Agreement or the Transaction without the prior written consent of the other Parties
except where required by applicable law. If disclosure is required by law, the disclosing
Party shall provide the other Parties with a reasonable opportunity to review and comment
on the proposed disclosure before it is made. |
| 8.6. | Access
to Books and Records. Prior to the Closing, RNWF and ▇▇▇▇▇▇ shall provide Buyer with
reasonable access during normal business hours to their books, records, contracts, and financial
information for the purpose of completing Buyer’s confirmatory review and preparing
for the Share Exchange. Buyer shall maintain the confidentiality of all such information
in accordance with Section 8.3. |
| 8.7. | Restriction
on Transfer of Control Share. Seller shall not transfer, pledge, encumber, or otherwise
dispose of the Control Share between the Effective Date and the Closing Date except to Buyer
pursuant to this Agreement. Seller shall immediately notify Buyer of any attempted or threatened
adverse claim affecting the Control Share. |
| 8.8. | Litigation
Cooperation. RNWF shall continue to pursue the litigation relating to the ▇▇▇▇▇▇▇▇ Shares
and shall cooperate in good faith with ▇▇▇▇▇ in providing updates on the status of such litigation.
▇▇▇▇▇ acknowledges that the successful cancellation of the ▇▇▇▇▇▇▇▇ Shares is not a condition
to Closing and agrees that the Transaction shall proceed regardless of the timing or outcome
of the litigation. |
| 8.9. | Operation
of RNWF Post Closing. Following the Closing, RNWF shall take such corporate actions as
may be reasonably necessary to give effect to the Transaction including implementing the
Share Exchange, updating corporate governance, and integrating the Acquired Business. RNWF
shall cooperate with Consultant in carrying out the transitional and extended services described
in the Consulting Agreement. |
| 8.10. | No
Solicitation of Competing Transactions. From the Effective Date until the earlier of
Closing or termination of this Agreement, neither RNWF nor Seller shall solicit, negotiate,
or enter into any agreement relating to any competing sale of control, equity sale, merger,
or similar transaction with any other party. RNWF shall promptly notify Buyer of any unsolicited
inquiry or proposal received. |
Each Party acknowledges and agrees that,
as an essential component of the transactions contemplated by this Agreement, the allocation of risk set forth in this Section is fundamental
to the Parties’ decision to enter into and consummate the Transaction. Accordingly, the indemnification obligations described in
this Section shall apply following the Closing and, where expressly stated, prior to the Closing, and shall govern the rights and responsibilities
of the Parties with respect to any losses, liabilities, claims, damages, costs, or expenses arising out of or relating to the matters
specified herein. The indemnification obligations in this Section shall operate in addition to, and not in limitation of, any rights
or remedies available at law, in equity, or under any other Transaction Agreement, except to the extent expressly limited herein.
| 9.1. | Indemnification
by Seller. Seller
shall indemnify and hold harmless Buyer and RNWF and their respective officers, directors,
managers, members, partners, agents, and representatives from and against any and all losses,
liabilities, claims, damages, costs, and expenses including reasonable attorneys fees arising
out of or relating to: |
a)
any breach by Seller of any representation, warranty, covenant, or obligation under this Agreement or any other Transaction Agreement
b)
any claim or liability relating to Seller’s ownership or transfer of the Control Share prior to the Closing
c)
any claim asserted by a third party alleging an adverse interest, lien, pledge, or encumbrance on the Control Share arising prior
to the Closing
| 9.2. | Indemnification
by Buyer. Buyer shall indemnify and hold harmless Seller and RNWF and their respective
officers, directors, managers, members, partners, agents, and representatives from and against
any and all losses, liabilities, claims, damages, costs, and expenses including reasonable
attorneys fees arising out of or relating to: |
a)
any breach by Buyer of any representation, warranty, covenant, or obligation under this Agreement or any other Transaction Agreement
b)
Buyer’s failure to deliver the purchase price for the Control Share in accordance with the Stock Transfer Agreement
c)
any claim asserted by a third-party alleging Buyer lacks authority to enter into or consummate the Transaction
| 9.3. | Indemnification
by RNWF. RNWF shall indemnify and hold harmless Seller and ▇▇▇▇▇ and their respective
officers, directors, managers, members, partners, agents, and representatives from and against
any and all losses, liabilities, claims, damages, costs, and expenses including reasonable
attorneys fees arising out of or relating to: |
a)
any breach by RNWF of any representation, warranty, covenant, or obligation under this Agreement or any other Transaction Agreement
b)
any liability of RNWF arising from events occurring prior to the Closing other than liabilities expressly disclosed or assumed
in the Transaction Agreements
c)
any claim that RNWF failed to obtain the corporate approvals required to consummate the Transaction
| 9.4. | Indemnification
by Consultant. Consultant shall indemnify and hold
harmless Seller, ▇▇▇▇▇, and RNWF and their respective officers, directors, managers, members,
partners, agents, and representatives from and against any and all losses, liabilities, claims,
damages, costs, and expenses including reasonable attorney’s fees arising out of or
relating to |
a)
any breach by Consultant of any representation, warranty, covenant, or obligation under this Agreement or the Consulting Agreement
b)
Consultant’s acts or omissions in performing transitional or extended services except to the extent such losses result from
the instructions or actions of RNWF
c)
any claim asserted by a third-party alleging Consultant’s violation of a confidentiality or non-disclosure obligation
| 9.5. | Indemnification
by ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall indemnify and hold harmless RNWF and ▇▇▇▇▇ and their respective
officers, directors, managers, members, partners, agents, and representatives from and against
any and all losses, liabilities, claims, damages, costs, and expenses including reasonable
attorneys fees arising out of or relating to: |
a)
any breach by ▇▇▇▇▇▇ of any representation, warranty, covenant, or obligation under the Share Exchange Agreement or any other
Transaction Agreement
b)
any liability of ▇▇▇▇▇▇ arising from events occurring prior to the Closing other than liabilities disclosed in the Share Exchange
Agreement
c)
any claim that ▇▇▇▇▇▇ lacks proper title to the equity interests to be exchanged or that such equity interests are subject to
an undisclosed lien, claim, or encumbrance
| 9.6. | Claims
Procedure. A Party seeking indemnification under this Section shall provide the indemnifying
Party with prompt written notice of any claim for which indemnification is sought. Failure
to provide such notice shall not relieve the indemnifying Party of its obligations except
to the extent that the failure materially prejudices the indemnifying Party’s ability
to defend the claim. The indemnifying Party shall have the right to assume the defense of
any claim with counsel reasonably acceptable to the indemnified Party, provided that the
indemnified Party may participate in such defense at its own expense. No settlement of any
claim shall be made without the prior written consent of the indemnified Party if such settlement
imposes any obligation or admission of liability on the indemnified Party. |
| 9.7. | Limitations.
No Party shall be liable under this Section for any consequential, special, incidental, exemplary,
or punitive damages except to the extent such damages are awarded to a third party in a claim
covered by this Section. The indemnification obligations under this Section shall survive
the Closing for the period set forth in the applicable Transaction Agreements or, if no period
is specified, for a period of two years following the Closing Date. |
| 10.1. | Entire
Agreement. This Agreement together with the other Transaction Agreements constitutes
the entire agreement among the Parties with respect to the subject matter hereof and supersedes
all prior negotiations, understandings, or agreements whether written or oral relating to
such subject matter. No Party has relied upon any statement, representation, warranty, or
agreement of any other Party except as expressly set forth in this Agreement or in the other
Transaction Agreements. |
| 10.2. | Amendments
and Waivers. No amendment or modification of this Agreement shall be valid unless in
writing and executed by all Parties. No waiver of any provision of this Agreement shall be
effective unless in writing and executed by the Party granting such waiver. No failure or
delay by any Party in exercising any right, remedy, power, or privilege under this Agreement
shall operate as a waiver thereof. |
| 10.3. | Notices.
All notices, requests, demands, and other communications required or permitted under this
Agreement shall be in writing and shall be deemed given: |
a)
when delivered personally
b)
on the date sent if sent by electronic mail with confirmation of transmission
c)
one business day after being deposited for overnight delivery with a nationally recognized courier service
Notices
shall be sent to the addresses set forth in the signature pages or to such other address as a Party may designate by written notice to
the other Parties.
| 10.4. | Governing
Law. This Agreement and all disputes arising under or relating to this Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware without
regard to its conflict of laws principles. |
| 10.5. | Assignment.
No Party may assign or transfer this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Parties except that Buyer may assign its rights
under this Agreement to an affiliated entity designated to hold the Control Share. Any assignment
in violation of this Section shall be null and void. |
| 10.6. | Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties
and their respective successors and permitted assigns. |
| 10.7. | Severability.
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable
in any respect, the validity, legality, and enforceability of the remaining provisions shall
not be affected. The Parties shall negotiate in good faith to replace any invalid or unenforceable
provision with a valid provision that most closely reflects the original intent of the Parties. |
| 10.8. | Counterparts.
This Agreement may be executed in multiple counterparts each of which shall be deemed an
original but all of which together shall constitute one and the same agreement. Signatures
transmitted by electronic means shall be deemed original signatures for all purposes. |
| 10.9. | Transaction
Agreements. Each Transaction Agreement shall be interpreted together with this Agreement
to the extent reasonably possible. In the event of a conflict between this Agreement and
any other Transaction Agreement, the provisions of the other Transaction Agreement shall
control solely with respect to the subject matter of that agreement. |
| 10.10. | Fees
and Expenses. Except as otherwise expressly provided in this Agreement, each Party shall
bear its own costs and expenses incurred in connection with the negotiation, execution, and
performance of this Agreement and the other Transaction Agreements. RNWF shall be responsible
for all issuer level fees associated with the Change of Control, the Share Exchange, and
required corporate filings. |
| 10.11. | Third
Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their
permitted successors and assigns and shall not confer upon any third party any legal or equitable
right, benefit, or remedy of any kind except as expressly provided in this Agreement. |
| 10.12. | Further
Actions. Each Party shall take such further actions and execute such additional documents
as may be reasonably necessary or appropriate to carry out the intent of this Agreement and
the other Transaction Agreements. |
| 10.13. | Survival.
All covenants and obligations of the Parties that by their terms contemplate performance
after the Closing shall survive the Closing. All representations, warranties, and indemnification
obligations shall survive the Closing for the periods set forth in Section 9. |
| 10.14. | Headings.
The headings contained in this Agreement are for convenience only and shall not affect the
interpretation of this Agreement. |
{Signature Page Follows}
IN WITNESS WHEREOF,
the Parties have executed this Master Sales Agreement as of the Effective Date first written above.
SELLER
Manufacturing
360, LLC
By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Sole
Member
BUYER
Earth Sciences Fund I LLC
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, CEO
RNWF
Renewal Fuels, Inc.
By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO
& Chairman
CONSULTANT
RH2 Equity Partners, LP
By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Managing
Partner
The following exhibits and schedules are
attached to this Agreement and incorporated herein:
Exhibit A – Stock Transfer Agreement
Agreement between Seller and Buyer relating
to the transfer of the Control Share.
Exhibit B – Share Exchange Agreement
Agreement between RNWF and ▇▇▇▇▇▇ relating
to the exchange of all issued and outstanding equity of ▇▇▇▇▇▇.
Exhibit C – Consulting and Advisory
Services Agreement
Agreement between RNWF and Consultant relating
to transitional and extended advisory services.
Exhibit D – Pinnacle Note Settlement,
Exchange and Assignment Agreement
Agreement governing the settlement, exchange,
and assignment of the Pinnacle Notes held by Consultant, including issuance of shares and assignment of remaining value to ▇▇▇▇▇’s
designated assignees.
Exhibit E – CMB Note Settlement,
Exchange and Assignment Agreement
Agreement governing the settlement, exchange,
and assignment of the CMB Notes held by Consultant, including issuance of shares and assignment of remaining value to Buyer’s designated
assignees.
Exhibit F – Settlement and Exchange Designated Agreement
Agreement governing the settlement, exchange,
and assignment of the Pinnacle and CMB Notes held by Consultants, including issuance of shares and assignment of remaining value to Buyer’s
designated assignees.
Schedule 2 – RNWF Capitalization
Table
Delivered by RNWF at Closing and updated
as of the Closing Date.
Schedule 3 – ▇▇▇▇▇▇ Organizational
Documents
Including formation documents, good standing,
contracts, IP lists, and corporate records.
Schedule 4 – Seller Transfer Documents
Including the endorsed stock power and any
instruments required for transfer of the Control Share.
Schedule 5 – Buyer Corporate Approvals
▇▇▇▇▇’s resolutions and consents authorizing
entry into the Transaction.
A-1
