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Re: None

Monday, 11/29/2010 9:12:38 PM

Monday, November 29, 2010 9:12:38 PM

Post# of 52188
some thoughts about doc-

reason to buy RNWF is:
In consideration of the tangible assets and Intellectual Property to be received, including the third and four-generation personal biofuels producer, CPV sees the addition of Renewal Fuels to the company holdings as a strategic move that will help diversify the portfolio beyond wind energy and natural gas generation into the personal biofuels market.

Not a merger,but a takeover:
At the Effective Time, Renewal Fuels shall be merged with and into the CPV in accordance with Maryland and Delaware Law, whereupon the separate existence of the Company shall cease, and CPV shall be the surviving corporation

CPV and Renewal Fuels combine into a single company through the acquisition of Renewal Fuels by CPV by the terms contained herein. Furthermore, the respective boards have approved and declared the advisability of this Agreement and the Acquisition

You either take the 12 cents per share our wait for a possible IPO
It is proposed that CPV shall commence an offer (the “Offer”) to acquire Renewal Fuels at the equivalent price of $0.12 per Company Share, net to the holder thereof in cash or in shares from the subsequent IPO from CPV, all upon the terms and conditions set forth within.

While waiting for the IPO your shares are "locked up" with no interest (cannot sell/accrues no interest) if IPO takes a year you're stuck (incentive to take the .12)
Until so surrendered or transferred, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share

No dilution allowed:
Renewal Fuels shall not, between the date of this Agreement and the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of CPV:

(b) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock of the Company, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest;

trying to find if Egan's legal name is "Doug" and not "Douglas"- wouldn't he want his legal name on the doc? he's a Princeton Grad with a law degree from Cornell by the way