CONFIDENTIAL INVESTOR QUESTIONNAIRERENEWABLE FUEL CORPa Nevada corporation

 

 

 

 

1.

In order to assure compliance with applicable federal law, it is necessary to obtain information regarding the financial position and experience of investors in the Company.  Please complete this Confidential Investor Questionnaire.

 

2.

Please return the completed Confidential Investor Questionnaire to:

 

C. Parkinson Lloyd, Esq.

 

c/o Durham Jones & Pinegar

 

111 East Broadway

 

Suite 900

 

Salt Lake City, UT 84111

 

Telephone:    ###-###-####

 

Facsimile:    ###-###-####

 

Email:    ***@***

 

3.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Subscription Agreement.

 

 

 

For purposes of this Confidential Investor Questionnaire, “United States Person” or “U.S. Person” means (A) any natural person resident in the United States; (B) any partnership or corporation organized or incorporated under United States laws; (C) any estate of which any executor or administrator is a U.S. Person; (D) any trust of which any trustee is a U.S. Person; (E) any agency or branch of a foreign entity located in the United States; (F) any non-discretionary account (other than an estate or trust) held by a dealer or other fiduciary for the benefit of a U.S. Person; (G) any discretionary account (other than an estate or trust) held by a dealer or other fiduciary incorporated or resident in the United States; and (H) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in unregistered securities (unless owned by accredited investors who are not natural persons, estates or trusts).  A “non-United States Person” means any person other than a United States Person.

 

 

B.	Verification of Status as an “Accredited Investor”

 

In order for the Partnership to offer and sell the Interests in conformity with state and federal securities laws, the following information must be obtained regarding your investor status.

 

If an INDIVIDUAL, please answer the following items:

 

The term “net worth” means the excess of total assets over total liabilities.  In calculating “net worth,” the undersigned may include the estimated fair market value of the Investor’s principal residence as an asset.

 

In determining individual “income,” the Investor should (i) add to the Investor’s individual adjusted gross income (exclusive of any spousal income) any amounts attributable to tax exempt income received, losses claimed as a member in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan to the extent vested, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income and (ii) subtract from the Investor’s individual adjusted gross income any unrealized capital gain.

 

If NOT AN INDIVIDUAL (e.g. partnership, corporation, or limited liability company), please check each category that is applicable:

 

o

(1)

The Investor is a corporation, a partnership, a limited liability company, a Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the Interest, with total assets in excess of $5,000,000;

 

o

(2)

The Investor is a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;

 

o

(3)

The Investor is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;

 

o

(4)

The Investor is an insurance company as defined in Section 2(13) of the Securities Act;

 

o

(5)

The Investor is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;

 

o

(6)

The Investor is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

 

o

(7)

The Investor is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000;

 

 

o

(8)

The Investor is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, and (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (ii) the employee benefit plan has total assets in excess of $5,000,000 or, (iii) if a self-directed plan, the investment decisions are made solely by persons that are accredited investors;

 

o

(9)

The Investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

 

o

(10)

The Investor is a manager of the Partnership;

 

o

(11)

The Investor is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interest, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Partnership;

 

 

 

C.	Verification of Status as an Employee Benefit Plan (SKIP IF AN INDIVIDUAL):

 

The undersigned is:

 

	o True	o False	(1)   an employee benefit plan (as defined in section 3(3) of ERISA), whether or not it is subject to the provisions of Title I of ERISA; or
	o True	o False	(2)   a plan described in section 4975(e)(1) of the Internal Revenue Code; or
	o True	o False	(3)   an entity which is deemed to be a “benefit plan investor” under the Final Regulation of the Department of Labor, published in the Federal Register on November 13, 1986 (the “Final Regulation”) because its underlying assets include “plan assets” by reason of a plan’s investment in the entity (including, by way of example only, a partnership not qualifying as an operating company within the meaning of the Final Regulation, which is 25% or more owned by entities described in (1) or (2) above).

If the Investor is an Employee Benefit Plan (the “Plan”) within the meaning of Title I of the Employee Retirement Income Security Act of 1974:

 

o True

o False

The investment in the Partnership is a permitted investment under the documents and instruments governing the Plan.

THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY IF ANY  RESPONSE ABOVE BECOMES INACCURATE AT ANY TIME, INCLUDING ANY TIME FOLLOWING THE CLOSING.  If the undersigned is uncertain as to the correct response above, the undersigned should consult with its legal counsel in completing its response above, or should contact C. Parkinson Lloyd, Esq. at ###-###-####, counsel to the Company.

 

 

Executed on:  24 September 2008                                                                                                                                                                                   Date   Plant Offshore Group Limited                                                                                                                                                                          Print Name of Investor   By /s/                                                                                                                                                                                                                                  Signature    Hang Chin Juan, Managing Director & Chief Executive Officer, Plant Offshore Group Limited                                                Print Name of Signatory and Title   WITNESS::   /s/                                                                                                                                                                                                                 Signature   Pey Chee Hian, Executive Director, Plant Offshore Group Limited                                                                                                              Print Name of Witness

 

* * * * *

 

The relevant section of Rule 13d-3 of the Securities and Exchange Act of 1934 as amended, as referred to in Section C of Part II of the Confidential Investor Questionnaire, provides:

 

(a)           … “[a] beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

 

(1)           Voting power which includes the power to vote, or to direct the voting of, such security; and/or

 

(2)           Investment power which includes the power to dispose, or to direct the disposition of, such security.

 

(b)           Any person who, directly indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement, or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership as part of a plan or scheme to evade the reporting requirements of Section 13(d) or 13(g) of the Act shall be deemed for purposes of such sections to be the beneficial owner of such security.

 

(c)           All securities of the same class beneficially owned by a person, regardless of the form which such beneficial ownership takes, shall be aggregated in calculating the number of shares beneficially owned by such person.

 

(d)           Notwithstanding the provisions of paragraphs (a) and (b) of this rule:

 

(1)           (i)    A person shall be deemed to be the beneficial owner of a security, subject to the provisions of paragraph (b) of this rule, if that person has the right to acquire beneficial ownership of such security within 60 days, including but not limited to any right to acquire:

 

(A)           through the exercise of any option, warrant or right;

 

(B)           through the conversion of a security;

 

(C)           pursuant to the power to revoke a trust, discretionary account, or similar arrangement; or

 

(D)           pursuant to the automatic termination of a trust, discretionary account or similar arrangement; provided, however; any person who acquires a security or power specified in paragraph (A), (B) or (C) above, with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may be acquired through the exercise or conversion of such security or power.  Any securities not outstanding which are subject to such options, warrants, rights or conversion privileges shall be deemed to be outstanding for the purpose of computing the percentage o f outstanding securities of the class owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of the class by any other person.

 

(2)           A member of a national securities exchange shall not be deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because such member is the record holder of such securities and, pursuant to the rules of such exchange, may direct the vote of such securities, without instruction, on other than contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted, but is otherwise precluded by the rules of such exchange from voting without instruction.

 

(3)           A person who in the ordinary course of business is a pledgee of securities under a written pledge agreement shall not be deemed to be the beneficial owner of such pledged securities until the pledgee has taken all formal steps necessary which are required to declare a disposition of such pledged securities will be exercise, provided that: (i) the pledge agreement is ‘bona fide’ and was not entered into with the purpose nor with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b); (ii) the p ledgee is a person specified in Rule 13d-1(b)(1)(ii), including persons meeting the conditions set forth in paragraph (G) thereof; and (iii) the pledgee agreement, prior to default, does not grant to the pledgee:  (A) the power to vote or to direct the vote of the pledged securities; or (B) the power to dispose or direct the disposition of the pledged securities, other than the grant of such power(s) pursuant to a pledge agreement under which credit is extended subject to Regulation T and in which the pledgee is a broker or dealer registered under Section 15 of the Act.

 

(4)           A person engaged in business as an underwriter of securities who acquires securities through his participation in good faith in a firm commitment underwriting registered under the Securities Act of 1933 shall not be deemed to be the beneficial owner of such securities until the expiration of forty days after the date of such acquisition.

 

* * * * *

 

 

 

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NEITHER THE SHARES OF PREFERRED STOCK NOR THE SHARES OF COMMON STOCK UNDERLYING THE PREFERRED STOCK (COLLECTIVELY, THE “SECURITIES”) REFERRED TO IN THIS SUBSCRIPTION AGREEMENT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  SUCH SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT.

 

 

 

 

 

 

 

In order to subscribe for shares of Series A Preferred Stock of Renewable Fuel Corp, a Nevada Corporation (the “Company”), please do the following:

 

1.             Please Read and Complete the Subscription Agreement in Its Entirety.  It contains certain statements and certain representations required to be made by each investor.  Complete, date and sign and have witnessed the two signature pages of the Subscription Agreement.

 

2.             Please Read and Complete the Confidential Investor Questionnaire.  The information is intended to establish among other things, whether you are an “accredited investor” within the meaning of the Securities Act of 1933, as amended.  Complete, date and sign and have witnessed the signature page of the Confidential Investor Questionnaire.

 

3.             Please Read and Complete the Appropriate Internal Revenue Service Form.  The Form W-9 (Request for Tax Identification Number and Certification) must be completed if you are a U.S. person, corporation, partnership, limited liability company, trust, or other entity.  If you are not a U.S. person, corporation, partnership, limited liability, trust or other entity, then please complete and return either Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding), Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States), Form W-8EXP (Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding) or Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding), whichever is appropriate.  The information contained on these forms will be used by the Company in filing its U.S. federal, state and local income tax and information returns.

 

4.             Please Read the Confidential Private Placement Memorandum.  The Confidential Private Placement Memorandum provides important information about the Company, risks related to the business of the Company and of investing in the Company, and other information you should consider before subscribing to purchase shares of the Company’s securities.

 

5.             Return Documents.  Please return (a) the completed Subscription Agreement with two signed and witnessed signature pages, (b) the completed, signed and witnessed Confidential Investor Questionnaire, and (c) the completed and signed Form W-9, W-8BEN, W-8ECI, W-8EXP or W-8IMY, which ever is appropriate, to:

 

C. Parkinson Lloyd, Esq.

c/o Durham Jones & Pinegar

111 East Broadway

Suite 900

Salt Lake City, UT 84111

Telephone:    ###-###-####

Facsimile:    ###-###-####

Email:    ***@***

 

FOLLOWING REVIEW OF THE SUBSCRIPTION AGREEMENT, QUESTIONNAIRES AND ATTACHMENTS, WHERE APPLICABLE, BY DURHAM JONES & PINEGAR, THE SUBSCRIPTION AGREEMENT WILL BE FORWARDED TO THE PRESIDENT OF THE COMPANY FOR ACCEPTANCE IN THE SOLE DISCRETION OF THE COMPANY.

 

INCOMPLETE SUBSCRIPTION AGREEMENTS WILL BE RETURNED TO SUBSCRIBERS FOR COMPLETION.

 

6.             Wire Transfer Instructions.  Please arrange for a wire of immediately available funds in the amount of your initial capital contribution on the date of the Closing (as defined in Section 0 of the Subscription Agreement) into the Company’s bank account in accordance with the following wire transfer instructions:

 

7.             Questions.  If you have questions about completing the Subscription Agreement, please contact C. Parkinson Lloyd, Esq. of Durham Jones & Pinegar, legal counsel for the Company, at ###-###-####.

 

 

 

 

 

 

Ladies and Gentlemen:

 

The undersigned subscribing investor (the “Investor” or the “undersigned”) understands that (a) Renewable Fuel Corp, a newly formed Nevada corporation (the “Company”), has been formed pursuant to Nevada corporate law, and (b) the Company is offering shares of its Series A Convertible Preferred Stock (the “Shares”) to certain qualified investors, at a per share price of $10.00 per share.  The undersigned has been provided with the Confidential Private Placement Memorandum (the “”), as well as the Certificate of Designation of Rights and Preferences of the Series A Preferred Stock (the “Certificate of Designation”).  Capitalized terms used but not defined in this Subscription Agreement (the “Subscription Agreement”) shall have the respective meanings given them in the PPM or the Certificate of Designation, as applicable.

 

1.             Subscription.  Subject to the terms and conditions hereof, the undersigned hereby tenders this subscription (the “Subscription”) in the amount set forth on the undersigned’s signature page hereto or such lesser amount as the President of the Company shall choose to accept pursuant to Section  0 below.  By signing below, the undersigned acknowledges and agrees to the terms, conditions, rights, and preferences of the Series A Preferred Stock as set forth in the Certificate of Designation.

 

2.             Acceptance of Subscription.  It is understood and agreed that this Subscription Agreement is made subject to the following terms and conditions:

 

(a)           The President of the Company shall have the right to accept or reject this Subscription, in whole or in part, in its sole and absolute discretion.  This Subscription shall be deemed to be accepted and in the amount stated by the President of the Company when signed by the President of the Company.  If the President of the Company chooses to accept only part of the Subscription amount, then the President of the Company shall be authorized to revise the amount indicated as the Subscription on the undersigned’s signature page to this Subscription Agreement and shall notify the undersigned in writing of such revision promptly afte r the Closing.

 

3.             Closing; Conditions to Closing.

 

(a)           Time and Place of Closing.  The closing of the sale and purchase of the undersigned’s Shares (the “Closing”) shall take place at the offices of the Company on such date and at such time as shall be selected by the President of the Company (the “Closing Date”).

 

(b)           Undersigned’s Conditions to Closing.  The undersigned’s obligations hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:

 

(i)           The Company’s acceptance of the undersigned’s Subscription.

 

(c)           Company’s Conditions to Closing.  The Company’s obligations hereunder are subject to acceptance by the President of the Company of the undersigned’s Subscription, and to the fulfillment, prior to or at the Closing, of each of the following conditions:

 

(i)           The representations and warranties of the undersigned contained in this Subscription Agreement shall be true and correct at the Closing.

 

(ii)           All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Company and Durham Jones & Pinegar, its counsel, and the Company and its counsel shall have received all such counterpart originals or certified or other copies of such documents as the Company may reasonably request.

 

(d)           Subscription Amount Payable at Closing.  The undersigned’s Subscription Amount shall be due and payable at the Closing.

 

4.             Representations and Warranties by the Company.  The Company represents, warrants and agrees as follows:

 

(a)           The Company is duly and validly organized and validly existing as a corporation under the laws of the State of Nevada, and has all requisite power and authority under its Articles of Incorporation, as amended, and such laws to conduct its business as described in the Articles of Incorporation.

 

(b)           The Company is not in violation of any term of its Articles of Incorporation or Bylaws or this Subscription Agreement nor is it in material violation of any term of any other mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation which is applicable or to which it is bound.

 

(c)           Neither the execution and delivery of this Subscription Agreement or any other agreement or document contemplated hereby or thereby, nor the offer, issuance or sale of the Shares, requires any consent, approval or authorization from, or filing, registration or qualification with, any federal, state or local governmental or regulatory authority in the United States (including, without limitation, registration under the Securities Act of 1933, as amended (the “Securities Act”)) on the part of the Company, excep t for compliance by the Company with Regulation D (“Regulation D”) promulgated under the Securities Act and the requirements of any applicable state securities (“Blue Sky”) laws, all of which filings required to be made prior to the Closing have been or will have been made.

 

(d)           There are no actions, proceedings or investigations pending or threatened against the Company (or any basis therefor known to the Company).

 

5.             Representations and Warranties of the Undersigned.  The undersigned hereby represents and warrants to the Company as follows:

 

(a)           The undersigned either (i) is an “accredited investor” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as presently in effect, or (ii) (A) certifies that the undersigned is not a “U.S. person” within the meaning of SEC Rule 902 of Regulation S, as presently in effect, and that the undersigned is not acquiring the Shares for the account or benefit of any U.S. person, (B) agrees to resell the Shares only in accordance with th e provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration and agrees not to engage in hedging transactions with regard to such Shares unless in compliance with the Securities Act, (C) agrees that any certificates, if any, for the Shares issued to the undersigned shall contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration and that hedging transactions involving such Shares may not be conducted unless in compliance with the Securities Act, and (D) agrees that the Company is hereby required to refuse to register any transfer of any portion of the Shares issued to the undersigned not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.< /div>