Exhibit
10.2
Memorandum Of Understanding
DEFINITIONS
1.
PUBCO. PUBCO is a company domiciled in the State of Nevada,
USA. (PUBCO, currently named Planet Resources Corp, which will
change its name to Bakhu Holdings Corp. after Directors are
appointed and after the shares and assets of a Hong Kong Company
which controls 100% of the shares and assets of Shenzhen
Xinhonglian Solar Energy Co., Ltd ， are
assigned to the PUBCO.
2.
Shenzhen Xinhonglian Solar Energy Co., Ltd . ( referred
hereafter as SXSE, is a manufacturer of solar products and
solar panels located in Shenzhen, PRC.
3.
BlackEdge Strategic Capital Ltd . ( referred hereafter
as BlackEdge) is a firm that provides merchant and
investment banking service to both providers of capital and firms
requiring capital .
4.
Hong Kong Company ( referred hereafter as HKC). A
company that will be initially set up by SXSE’s shareholders
or their agents to acquire 100% of the shares & assets of
SXSE
5.
Bakhu Holdings Corp.. ( referred hereafter as
Bakhu) will become the new name for PUBCO and the brand for
the solar products sold internationally.
6.
Chinese Shareholders. Shareholders that will hold shares
in th e HKC Company and are holing the shares of Shenzhen
Xinhonglian Solar Energy Co., Ltd shall be referred to as a
whole as Chinese Shareholders.
7.
Currency. All figures contained in this agreement are in US
dollars.
8.
EBITDA. Is the GAAP accounting term that refers to
Earnings Before Income Tax, Depreciation & Amortization.
9.
MW. Refers to the term megawatt, which is 1 million watts.
10.
RTO. Refers to the term Reverse Take Over.
11.
Effective Date of the Reverse Take Over (RTO). Is the date on
which 100ï¼… of the shareholdings and assets of
SXSE and HKC Company, controlling 100% of SXSE, shall be
transferred into PUBCO, in exchange for shares in PUBCO.
PARTIES TO THE
AGREEMENT
1.
Shenzhen Xinhonglian Solar Energy Co., Ltd . ( referred
hereafter as SXSE.
2.
A offshore company created by the shareholders of SXSE
SXSE
3.
BlackEdge Strategic Capital Ltd (BLACKEDGE)
4.
Shenzhen Xinhonglian Solar Energy Co., Ltd. Shareholders
Mr. Zeng Xi Nan ,
Mr. Zeng De Nan
Mr. Zeng Zhi Nan ,
Ms. Su Qiong Fang ,
Mr. Su Chang Gao ,
The above 5 individuals
will be referred to in this documents at the SXSE shareholders
SXSE.
5.
The Chinese Shareholders are shareholders in SXSE
representing 100% ownership whereof. SXSE100%
TERMS OF THE
MEMO
1.
SHARE TRANSFER
SXSE shareholders,
agree to transfer its 100 ï¼…
shareholdings and assets directly to HKC, which shall in turn sign
a Share Transfer Agreement with PUBCO, whereby the shareholders of
such HKC company controlling 100% of SXSE shall transfer 100%
shareholdings and assets into PUBCO, in exchange for shares in
PUBCO.
As such, eventually,
the shareholders of the HKC Company shall become shareholders of
PUBCO. The Share Transfer Agreement will be signed
immediately after the incorporation of HKC company and is subject
to a satisfactory SEC approved financial audit by a qualified
accounting firm.
2.
SHARES OUTSTANDING AT THE TIME OF THE REVERSE TAKEOVER.
There will be a total
of 45,000,000 (forty-five million) shares outstanding in PUBCO at
the effective date of the RTO
3.
SHARES ALLOCATED TO CHINESE SHAREHOLDERS
The Chinese
shareholders shall receive 16,450,000 (sixteen million, four
hundred and fifty thousand) shares of PUBCO at the effective date
of the RTO between PUBCO and HKC on condition that at the time HKC
controls 100% of all classes of shares of SXSE & 100% of the
assets of SXSE.
1,575,000 (one million
five hundred and seventy-five thousand), representing 10% of the
shares held by the Chinese Shareholders will be retuned to treasury
to be cancelled if PUBCO does not achieve the following results
within one year of the Effective Date of the RTO
i.
Gross sales of $125,000 per month for 3 consecutive months are
obtained. 325
4.
PRIV
