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OMB APPROVAL
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UNITED STATES
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OMB
Number:
3235-0060
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SECURITIES AND EXCHANGE COMMISSION
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Expires:
April
30, 2009
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Washington, DC 20549
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Estimated
average burden
hours
per response: 38.0
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FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported)
June
4, 2008
NuSTATE
ENERGY HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-25753
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87-0449667
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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902
Clint Moore Road, Suite 204, Boca Raton, Florida
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33487
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
561-998-7557
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
o
Written
communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
June
4, 2008, NuState Energy Holdings, Inc. entered into agreements with Rentar
Environmental Solutions, Inc., a Delaware corporation (“RES”), and Rentar Logic,
Inc., a Delaware corporation (“RLI”), which finalized the Software Transaction
Agreement (the “Transaction”) dated April 10, 2008 previously reported in our
Form 10-QSB for the quarterly period ended March 31, 2008 filed on May 20,
2008.
Pursuant to the Transaction, we sold all our intellectual property, other than
that related to Commodity Express Transportation, Inc., to RLI in consideration
for 49% of RLI’s issued and outstanding shares, the right to use a portion of
RES’ office space, the obligation by RLI to pay us $3,000,000 over an
unspecified time period and the agreement by RES, defined in a Capital
Contribution Agreement, to pay $18,000 per month for the ongoing support of
our
information technology department. RES, as owner of 51% of RLI, secured RLI’s
$3,000,000 obligation to us by placing into escrow shares of its unregistered
common stock that it valued at $3,000,000. These escrowed shares are to be
released to RES as RLI reduces its obligation to us. Most of the funds to pay
us
are being raised by RES through a private offering of its common stock. Since
April 10, 2008, RLI has satisfied approximately $619,000 of its $3,000,000
obligation to us by paying approximately $169,000 of our accrued interest and
consulting expenses and by arranging to have RES issue shares of its
unregistered common stock to two of our lenders in exchange for their
forgiveness of $450,000 of our promissory notes.
In
the
Voting Trust Agreement between RLI, RES and us, RES was named trustee of the
trust into which RES and we deposited all our shares of RLI and which has the
right to vote these shares. Also, the trustee agreed to vote these shares to
effect the election of Frank Reilly, our Chief Executive Officer and Richard
Hersh, the Chairman of our board of directors, and three officers of RES as
members of RLI’s board of directors.
In
the
Shareholders Agreement between RLI’s shareholders, RES and us, we are restricted
from any transfer or disposition of our RLI shares without first obtaining
the
written consent of RLI with the exception of a sale by one RLI shareholders
another RLI shareholder. Further, RES has a right of first refusal to acquire
our RLI shares prior to our selling them to any other party.
The
agreements referred to herein are attached hereto as Exhibits 10.49, 10.50,
10.51 and 10.52.
Item
9.01
Financial
Statements and Exhibits.
(a)
Exhibits
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10.49
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Software
Transaction Agreement Between NuState Energy Holdings, Inc., Rentar
Environmental Solutions, Inc. and the organizers of a new company
to be
formed (Frank P. Reilly and Joel S. Ratner)
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10.50
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Capital
Contribution Agreement Between Rentar Logic, Inc., Rentar Environmental
Solutions, Inc. and NuState Energy Holdings,
Inc.
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10.51
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Rentar
Logic, Inc. Shareholders Agreement Between Rentar Environmental Solutions,
Inc. and NuState Energy Holdings, Inc.
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10.52
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Voting
Trust Agreement Between Rentar Logic, Inc., Rentar Environmental
Solutions, Inc. and NuState Energy Holdings,
Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NuSTATE
ENERGY HOLDINGS, INC.
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By:
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/s/
Frank P. Reilly
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Frank
P. Reilly
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Chief
Executive Officer
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Date:
June 13, 2008
Exhibit
10.49
Confidential
& Privileged
NuState
Energy Holdings, Inc. - Rentar Environmental Solutions,
Inc.
Software
Transaction Agreement
April
10,
2008
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Business
Concept:
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NuState
Energy Holdings, Inc. (“NuState”) and Rentar Environmental Solutions, Inc.
(“Rentar”) signed a March 3, 2008 transaction outline providing for the
creation of a new Delaware corporation (“NewCo”) which will own in its
entirety without adverse claim the know-how, all software, all technology,
all code, all website, all marks, all intellectual property, all
proprietary assets, past, present and future, in complete status
to
fulfill in all respects its functionality and the purposes for which
the
Business Concept is created (“Intellectual Property”) and with NuState
retaining no rights, interest of claim, or claim of any kind in the
Intellectual Property, on the terms and conditions in this Agreement.
Pursuant to the control and direction of NewCo management committee,
to be
appointed by the NewCo Board of Directors, NewCo will commence
implementation its business plan of: (i) development of a full and
complete business activity to develop, market and sell the products
and
services of Newco; (ii) to bundle the Rentar Fuel Catalyst and other
Rentar products with the NewCo Intellectual Property, and services
and to
sell and support the products and services as a group. In addition
to
internal activities, NewCo will provide technical support to the
Rentar
sales organization to aid its activity of providing solutions for
the
transportation industry. NewCo will receive all the net revenues
generated
from NewCo related services and it will receive all the net revenue
generated by NewCo’s sales or lease of the Rentar Fuel Catalyst’s either
individually or bundled with the NewCo Intellectual
Property.
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Intellectual
Property
Transferred
to
NewCo:
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On
the terms provided in this Agreement, NuState transfers the Intellectual
Property to NewCo and NuState shall have no further interest, claim,
or
right with respect to the Intellectual Property. In lieu of and in
exchange of the transfer, NuState shall have the right to be paid
and to
collect US$3 million payment obligation from NewCo evidenced by certain
NewCo Purchase Documents payable to NuState and secured further by
the
Rentar Stock in escrow.
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Escrow
- Rentar
Stock:
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NuState
and Rentar agree that the Rentar Stock shall be placed in escrow
with a
mutually acceptable Escrow Agent (Whisenand & Turner, P.A.) and shall
be held pursuant to the terms of the Escrow Agreement
including:
1.
As amounts of principal are paid by NewCo to NuState pursuant to
the US$3
million NewCo Purchase Documents, a pro rata proportion amount of
the
Rentar Stock shall be released simultaneously to Rentar free, clear
and
without adverse claim of any kind.
2.
The Escrow Agreement shall be signed by NuState, Rentar, and
NewCo.
3.
The Rentar Stock will be 600,000 shares valued at $5.00 per
share.
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License
of Intellectual
Property:
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As
of the date of this Agreement and for no additional consideration,
Newco
is granted a global perpetual license to the Intellectual Property
with
right of access to all aspects (including the code) of the Intellectual
Property and the right to maintain the Intellectual
Property.
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NuState
Obligations:
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The
NuState obligations under this Term Sheet are:
1.
To timely perform the matters contained in this Agreement and attributable
to NuState
2.
Representations, Warranties, Covenants
a.
NuState is the exclusive and sole owner of Intellectual Property,
free and
clear of any adverse claim, lien or encumbrance of any kind
whatsoever.
b.
The transfer of the Intellectual Property to Newco from NuState is
not
subject to any restraints, conditions, consents, or any third party
approval of any kind whatsoever.
c.
NuState is financially solvent and is not aware of any and does not
anticipate any activity involving voluntary or involuntary insolvency
proceeding of any kind whatsoever.
d.
NuState has the authority, capacity and power to enter into this
Agreement
and all documents contemplated herein,
3.
The
Completion of Documentation Agreements shall contain other provisions
as
maybe agreed by the Parties.
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Rentar
Obligations:
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The
Rentar obligations under this Term Sheet are :
1.
To timely perform the matters contained in this Term Sheet and
attributable to Rentar
2.
Representations, Warranties, Covenants
a.
Rentar has the authority, capacity and power to enter into this Agreement
and all documents contemplated herein.
3.
The Completion of Documentation Agreements shall contain other provisions
as maybe agreed by the Parties.
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Newco
Organization:
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NuState
and Rentar agree that NewCo shall be organized and provided for as
follows:
1.
NewCo shall be organized by Rentar as a Delaware corporation with
1,000
shares authorized. At Closing, NewCo shall have 1,000 shares issued
and
outstanding.
2.
At Closing, Rentar shall have 51% (510 shares) of the, issued and
outstanding shares of NewCo and NuState shall have 49% (490 shares)
of the
, issued and outstanding shares of NewCo. The NewCo shares issued
to
Rentar and to NuState Intellectual Property shall contain a legend
to show
the restrictions on the transfer of the NewCo shares and the Master
Agreement. The NuState shares in NewCo (49% or 490 shares) cannot
be
hypothecated, pledged, or encumbered in any manner
whatsoever.
3.
Rentar shall have right of first refusal to acquire the shares of
NewCo
owned by NuState at the then fair market value.
4.
Shares of Newco owned by NuState and the shares of Rentar owned by
Rentar
will be voted as a block as determined by Rentar.
5.
The Board of Directors of NewCo shall be initially set at five members
with three members appointed by Rentar and two members appointed
by
NuState. The Chairman shall be designated by Rentar.
6.
The NewCo Board of Directors shall appoint an Operating Committee
consisting of five persons, subject to the supervision of the NewCo
Board
of Directors, and shall have responsibilities including: the daily
activity of maintaining, developing the Intellectual Property and
supporting the Rentar sales activity for selling the Newco products
and
services bundled with the Rentar Fuel Catalyst.
7.
Pursuant to the control and direction of Newco management team, who
will
be appointed by the NewCo Board of Directors, NewCo will commence
implementation of its business plan of: (i) development of a full
and
complete business activity to continue to develop, market and to
sell the
products and services of Newco; (ii) to bundle the Rentar Fuel Catalyst
and other Rentar products with the NewCo Intellectual Property, and
services to sell and support the products as a group.
8.
The NewCo management team will direct research and development designed
to
enhance NewCo Intellectual Property, products and services..
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Financial
Contributions
to
NewCo:
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Financial
contributions shall be provided NewCo as follows:
1.
On or before the 1st day of each month, Rentar shall provide a capital
contribution to NewCo US$18,000.00 per month for NewCo to utilize
to pay
expenses related to the NewCo Information Intellectual Property
Department.
2.
On or before the 1st day of each month, NuState shall provide a capital
contribution to NewCo US$18,000.00 per month for NewCo to utilize
to pay
expenses related to the Information Intellectual Property
Department.
3.
Rentar shall provide office space at no additional cost to NewCo
at its
headquarters at 11568 Person Road, Wellington, Florida. .
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Conditions
Precedent
to
Closing:
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On
or before the Closing Date, the following items shall be completed
to the
mutual satisfaction
of
NuState and Rentar:
1.
A software and/or other expert shall have completed and provided
Rentar an
expert opinion (at the cost of Rentar) opining, among other matters,
that
the Intellectual Property is complete, functional, and actually does
the
business activity contemplated by NewCo, the software code is accurate
and
complete, the Intellectual Property can reasonably perform the work
and
functionality anticipated by NewCo and that the Intellectual Property
maintenance and support is reasonable.
2.
All agreements listed in Other Matters below are complete to the
mutual
satisfaction of NuState and Rentar as of the Closing Date.
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Closing:
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The
placement of the Rentar Stock in escrow and the execution and finalization
of the documents identified in Other Matters shall be no later than
30
days from the date of this Agreement (“completion Date”).
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Other
Matters:
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Other
matters agreed between the Parties:
1.
NuState and Rentar shall execute the following documents on or before
the
Completion of the Documentation Date:
a.
Escrow Agreement
b.
Completion Documents
d.
NewCo Purchase Documents (US$3,000,000) with NuState
e.
NewCo Capital Contribution Documents (US$18,000/month) with
NuState
f.
NewCo Capital Contribution Documents (US$18,000/month) with
Rentar
2.
The March 3, 2008 Outline Agreement is deemed to be merged into this
Agreement
3.
Any conflicts of interest regarding the Escrow Agent are waived and
consented to.
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Schedules
to Agreement:
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The
schedules to the Term Sheet are identified as: None
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Timing:
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The
agreed timing for the various activities listed below is: 30 days
from the
date of this Agreement and if the documents are not signed this Agreement
continue binding and enforceable:
1.
Execution of this Agreement
2.
Execution of Escrow Agreement
3.
Execution of NewCo Purchase Documents (US$3 million) -
NuState
4.
Execution of NewCo Capital Contribution Documents (US$18,000/month)
-
NuState
5.
Execution of NewCo Capital Contribution Documents (US$18,000/month)
-
Rentar -
6.
Execution of Completion Documents
*
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NuState
Energy Holdings Inc.
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Rentar
Environmental Solutions Inc.
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By
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/s/
Frank P. Reilly
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By
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/s/
Joel S. Ratner Pres
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Authorized
Representative
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Joel
Ratner, CEO
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Name:
Frank P. Reilly, CEO
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NewCo
(in
formation) by Organizers
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/s/
Frank P. Reilly CEO
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Authorized
Representative
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NuState
Energy Holdings Inc.
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/s/
Joel Ratner Pres
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Authorized
Representative
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Rentar
Environmental Solutions, Inc.
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Exhibit
10.50
Capital
Contribution Agreement
This
Agreement is made as of the 4 day of June, 2008 by and between Rentar Logic,
Inc., a Delaware corporation (“Rentar Logic”), Rentar Environmental Solutions,
Inc., a Delaware corporation (“Rentar”), and NuState Energy Holdings, Inc., a
Nevada corporation (“NuState”) (collectively the “Parties”).
WHEREAS
Rentar Logic, Rentar, and NuState entered into that certain April 10, 2008
Software Transaction Agreement;
WHEREAS,
the Parties wish to provide for certain aspects of the Capital Contributions
referred to in the April 10, 2008 Software Transaction Agreement executed by
Rentar Logic;
NOW
THEREFORE, it is agreed that:
Contribution
Account
.
(a.)
Rentar Logic shall maintain a capital account for each of Rentar and of NuState
which shall account for the US$18,000 per month cash capital contribution made
by Rentar pursuant to Paragraph 2 of the “Financial Contributions to Newco”
Section in the April 10, 2008 Software Transaction Agreement and by NuState
pursuant to Paragraph 3 of the “Financial Contributions to Newco” Section in the
April 10, 2008 Software Transaction Agreement, (collectively, the “US$18,000
Monthly Obligations”).
(b.)
Capital raised during any month will first be applied proportionately against
Rentar’s and/or NuState’s US$18,000 Monthly Obligations.
(c.)
If
sufficient Capital is not raised during any month and Rentar pays all or part
of
NuState’s US$18,000 Monthly Obligation for any month on NuState’s behalf
(“Rentar’s Payment on Behalf of NuState”) , the then outstanding balance of the
US$3,000,000 payment obligation referenced in the “Intellectual Property
Transferred to Newco” section of the pursuant to Paragraph 2 of the “Financial
Contributions to Newco” Section of the April 10, 2008 Software Transaction
Agreement shall be reduced by the amount of Rentar’s Payment on Behalf of
NuState.
(d.)
Once
the outstanding obligation balance of the US$3,000,000 payment obligation
referenced in the “Intellectual Property Transferred to Newco” section of the
April 10, 2008 Software Transaction Agreement is paid in full, any and all
funds
advanced by Rentar to Rentar Logic shall be loans payable to Rentar on terms
agreed to by the Parties.
IN
WITNESS WHEREOF, the parties hereto have executed this binding Agreement as
of
the day and year first above written.
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Rentar
Logic, Inc.,
a Delaware corporation
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/s/
Richard Hersh
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By:
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/s/
Joel Ratner
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/s/
Richard Warner
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Authorized
Representative
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/s/
Richard Hersh
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By:
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/s/
Frank Reilly
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/s/
Richard Warner
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Shareholder:
NuState Energy Holdings, Inc.
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By:
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Frank
Reilly
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/s/
Richard Hersh
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By:
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/s/
Joel Ratner
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Shareholder:
Rentar Environmental Solutions, Inc.
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By:
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Joel
Ratner
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Exhibit
10.51
Rentar
Logic, Inc.
Shareholders
Agreement
A
binding
SHAREHOLDERS AGREEMENT (“Agreement”) made and entered into as of this 4 day of
June, 2008 by and among the undersigned shareholders of Rentar Logic, Inc.,
a
Delaware corporation [“Company” or “Rentar Logic”], Rentar Environmental
Solutions, Inc., a Delaware corporation [“Rentar”], and NuState Energy Holdings,
a Nevada corporation [“NuState”] (collectively “Shareholders” and each,
individually, “Shareholder”).
W
I T N E S S E T H :
WHEREAS,
the Shareholders are the legal and beneficial owners of the number of shares
of
capital stock of Rentar Logic shown opposite their names on Schedule “A” to this
Agreement;
WHEREAS,
Rentar Logic intends to, among other things, develop a full and complete
business activity to develop, market, and sell the products and services of
Rentar Logic and to bundle the Rentar Fuel Catalyst, and other Rentar products
with Rentar Logic Intellectual Property, and services and to sell and support
products and services as a group;
WHEREAS,
the Shareholders desire to provide for certain restrictions to the voting of,
and transfer of the shares of Rentar Logic and held by each
Shareholder;
WHEREAS,
Rentar and NuState entered into that certain April 10, 2008 Software Transaction
Agreement providing for the creation of Rentar Logic, Inc. which by this
agreement and related agreements owns all of the Intellectual Property
previously owned by NuState Energy, Inc. plus all software applications
developed by Rentar Logic;
WHEREAS,
Rentar, NuState, and Rentar Logic entered into that certain June 4, 2008 Capital
Contribution Agreement;
WHEREAS,
the Shareholders desire to stipulate the provisions which shall govern and
control their relationship with Company and with each other in connection with
the business of the Company and the Transfer of Shares of the
Company;
WHEREAS,
a Voting Trust Agreement (“Voting Trust”) was entered into as of June 4, 2008
between the undersigned Shareholders of the Company and this Agreement provides
certain restrictions on the transfer of the Voting Trust
Certificates;
NOW,
THEREFORE, in consideration of the premises and mutual covenants and conditions
herein contained, the parties agree as follows:
1.
Recitals
.
Recitals stated above are true and correct and incorporated into the main part
of this Agreement.
2.
The
Business of Company
.
The
business of the Company is to (i) develop a full and complete business activity
to develop, market, and sell the products and services of Rentar Logic; and
(ii)
to bundle the Rentar Fuel Catalyst and other Rentar products with the Rentar
Logic Intellectual Property, and services and to sell and support the products
and services as provided in the April 10, 2008 Software Transaction Agreement
entered into by and between NuState and Rentar.
3.
Shares
of Rentar Logic
.
The
Parties to this Agreement irrevocably agree that each of the share certificates
of each shareholder in Rentar Logic as identified in Schedule “
A”
,
as
updated from time to time as provided in this Agreement shall be subject to
the
terms and conditions of this Agreement
4.
Agreement
to Vote Shares
.
The
Parties to this Agreement irrevocably agree that each of the certificates issued
pursuant to the June __, 2008 Voting Trust Agreement are subject to certain
terms and conditions of this Agreement.
5.
Restrictions
on Transfer of Stock of Company and/or Voting Trust Certificates
.
Rentar
and NuState agree that NuState shall not at any time during the existence of
this Agreement, directly or indirectly, sell, assign, transfer, pledge,
hypothecate, encumber in any manner whatsoever, or otherwise dispose of,
encumber, subject to lien, or claim of action, or as collateral ("Transfer")
all
or any part of the shares of stock in Company or any Trust Certificates, now
owned by NuState, without first obtaining the written consent of
Company.
6.
Voluntary
Transfer of Stock of Company or Trust Certificates
.
Shares
and/or Trust Certificates of Rentar Logic held (legally or beneficially) by
a
signatory to this Agreement may only be transferred as follows, after written
notice to the other Shareholder:
(a)
Notwithstanding
any other provision herein, each of Rentar and/or NuState may sell its shares
and/or Trust Certificates to the other Shareholder on such terms and conditions
as that Shareholder may agree.
(b)
Rentar
shall have the right of first refusal to acquire the shares and/or Trust
Certificates of Rentar Logic owned by NuState.
(c)
This
Company and the resulting new shareholders or certificates holders shall be
bound by all terms and conditions of the Agreement as to the newly issued share
certificates and/or trust certificates which shall be recorded and reflected
on
an amended Schedule A of this Agreement. Each subscribing shareholder shall
sign
the amended Schedule A. If the receiving person refuses to sign the amendment
to
Schedule A of this Agreement, the Company shall have no obligation to transfer
the shares or certificates and no effective transfer (legal or beneficial)
shall
have occurred.
7.
Endorsement
on Company Stock Certificates or Trust Certificates
.
Simultaneously with the execution of this Agreement the following endorsement
shall be placed on the face of each stock certificate and voting trust
certificate of Company:
The
voluntary or involuntary transfer or encumbrance of this certificate is subject
to the terms and conditions of an Agreement, dated the____ day of
____________________, 2008 and a Voting Trust Agreement dated as of June __,
2008 by and between the holder of the certificate, Rentar Logic, Inc., and
its
Shareholders a copy of which Agreement is on file in the office of the Secretary
of the Company.
Upon
the
termination of this Agreement, such certificates shall be surrendered to the
Company and new
certificates
without the foregoing endorsement shall be issued in lieu thereof. So long
as
this Agreement is in effect, all certificates issued shall be so
stamped.
8.
Right
of Preemption of Company
.
The
Shareholders as set forth in Schedule A shall have seven days from the date
of
notice to exercise their right of preemption to purchase any additional stock
offered for sale by Company. All new shares shall be subject to and covered
by
the June 4, 2008 Voting Trust Agreement. If any Shareholder elects not to
exercise such right or fails to exercise such right of preemption, the shares
offered shall be divided pro rata among the electing shareholders. The
subscription price of the additional stock offered shall be set by the Board
of
Directors under the terms and conditions it deems appropriate under the then
circumstances. This right and the resulting shares of the Company are
non-transferable.
9.
New
Shareholders of Company
.
Any
transferee acquiring any equity or equity type interest (including trust
certificates) in Company shall be bound by all of the terms and conditions
of
this Agreement, whether or not the person executes a copy of this Agreement.
Such transferee shall sign a counterpart of this Agreement. If such request
is
made, no distributions shall be made to such transferee until a counterpart
of
this Agreement is so executed. At the request of any Shareholder after the
transfer, the Company can refuse to record and/or recognize any transfer of
Shares or Voting Certificates of the Company unless such Transfer is consistent
with all terms and conditions of this Agreement.
10.
Special
Rules Governing the Board of Directors of Company
.
The
Shareholders agree that the Board of Directors of Company shall be governed
at
all times by the following special rules:
(a)
All
decisions of the Board of Directors of the Company shall be by majority vote
of
the total number of directors. A director may attend any meeting of the Company
by telephone or be physically present but not by proxy.
(b)
The
Shareholders of the Company agree to elect to the Board of Directors three
people designated by Rentar and two people designated by NuState, each year
so
long as each of those persons continues to be a Shareholder and has not caused
a
material breach of this Agreement with respect to the Transfer of the Shares
of
the Company.
(
c )
The
Shareholders agree that the Company and/or its Directors are authorized to
sign
corporate documents on their behalf after first being duly instructed to do
by
each Shareholder.
11.
Other
Provisions
.
(a)
This Agreement constitutes the entire Agreement and any prior discussions,
arrangement or agreement shall be agreed to be merged into this Agreement;
provided, however, the April 10, 2008 Software Transaction Agreement entered
into by and between NuState and Rentar and the June 4, 2008 Voting Trust
Agreement shall continue in full force and effect.
(b)
This
Agreement shall terminate only upon the occurrence of any of the following
events: (1) A written agreement signed by the Shareholders and Company to that
effect; a change of the company from private to public, after so being agreed
and resolved by the Shareholders and Directors, and (3) the bankruptcy,
insolvency, or dissolution of the Company.
(c)
(i)
All
notices to be given under this Agreement shall be hand-delivered, sent postage
pre-paid, return-receipt requested, by registered mail, or by confirmed telefax,
(i) NuState Energy Holdings, Inc.; c/o Richard Hersh, acting Chairman of the
Board, 902 Clint Moore Rd, Boca Raton, FL 33478, Telefax; 561-922-5156; Rentar
Environmental Solutions, Inc., 11586 Pierson Road, West Palm Beach, FL 33414
;
and Rentar Logic, Inc.; 11586 Pierson Road, West Palm Beach, FL
33414.
(ii)
Any
party from time to time may change his address to which notice is to be sent
by
sending a notice of such change in conformity with the foregoing requirements to
the other parties.
(d)
Any
Transfer or attempt to Transfer any shares of stock or voting certificates
of
Company by NuState, in violation of the terms and conditions of this Agreement,
shall be void and invalid and the transferee or attempted beneficiary thereof
shall not be deemed to be the holder of such shares or entitled to any of the
rights represented by such shares. Company shall not transfer any such shares
on
its books to the purported transferee or beneficiary which is not consistent
with the terms and conditions of this Agreement.
(e)
This
Agreement shall be binding upon and shall inure to the benefit of all the
parties, and their legal representatives, trustees, guardians, successors,
assigns, and successors in interest.
(f)
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida, and the venue shall be in Miami-Dade County,
Florida.
(g)
If
any
provision of this Agreement is held to be void or unenforceable, all other
provisions shall nevertheless continue in full force and effect. If any person
not a signatory to this Agreement shall be held not bound by the terms and
provisions hereof, all other persons who are parties to this Agreement, their
successors and assigns, shall nevertheless be and continue to be
bound.
(h)
The
signatories to this Agreement irrevocably stipulate that any dispute with
respect to this Agreement, the rights and obligations of any Shareholder of
Rentar Logic, Inc., Rentar, and/or NuState bound by this Agreement and/or
Shareholder of this Company shall be resolved exclusively in a state or federal
court in Miami, Dade County, Florida, U.S.A. Each signator to this Agreement
irrevocably agrees that service of process on the signator by certified mail,
hand delivery or via telefax as provided in this Agreement shall constitute
valid service of process on the signator. Each signator waives any objection
to
service of process, jurisdiction, venue, or convenience of the forum in Miami,
Dade County, Florida, U.S.A. In the alternative and if first elected by one
of
the parties, any dispute, controversy or claim arising under, out of, in
connection with or in relation to this Agreement, or the breach, termination,
validity or enforceability of any provision thereof (a “Dispute”), if not
resolved informally through negotiation between the parties, will be submitted
to non-binding mediation. The parties will mutually determine who the mediator
will be from a list of mediators obtained from the American Arbitration
Association office located in the city determined as set forth below in this
Paragraph (the “AAA”). If the parties are unable to agree on the mediator, the
mediator will be selected by the AAA. If any Dispute is not resolved through
mediation, it will be resolved by final and binding arbitration conducted in
accordance with and subject to the Commercial Arbitration Rules of the AAA
then
applicable. One arbitrator will be selected by the Parties’ mutual agreement or,
failing that, by the AAA, and the arbitrator will allow such discovery as is
appropriate, consistent with the purposes of arbitration in accomplishing fair,
speedy and cost effective resolution of disputes. The arbitrator will reference
the rules of evidence of the Federal Rules of Civil Procedure then in effect
in
setting the scope of discovery, except that no requests for admissions will
be
permitted and interrogatories will be limited to identifying (a) persons with
knowledge of relevant facts and (b) expert witnesses and their opinions and
the
bases thereof. The Arbitration Award shall be final and not subject to appeal.
Judgment upon the Arbitration Award rendered in any such arbitration may be
entered in any court having jurisdiction thereof. Any negotiation, mediation
or
arbitration conducted pursuant to this Paragraph will take place in Miami,
Florida.
(i)
Each
of
the signatories to this Agreement represent, warrant and covenant to the each
of
the other Shareholders and the Company that they have not signed any other
document, have not made any other arrangement (oral or written legal or
beneficial), and are not bound by any other document and will not sign any
other
document (of any kind whatsoever) that conflicts with this Agreement and the
obligations under this Agreement.
(j)
This
Agreement may be executed in several counterparts, each of which when so
executed shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument. This Agreement may be signed by fax
and
the signature by any party to this Agreement conveyed by fax to the other
parties shall be deemed to be an original and be legally binding upon all
parties.
IN
WITNESS WHEREOF, the parties hereto have executed this binding Agreement as
of
the day and year first above written.
|
WITNESSES:
|
|
Rentar
Logic, Inc.,
a Delaware corporation
|
|
|
|
|
|
|
/s/
Richard Hersh
|
|
By:
|
/s/
Joel Ratner
|
|
|
|
|
Authorized
Representative
|
|
/s/
Richard Warner
|
|
|
|
|
|
|
|
|
|
/s/
Richard Hersh
|
|
By:
|
/s/
Frank Reilly
|
|
|
|
Shareholder:
NuState Energy Holdings, Inc.
|
|
/s/
Richard Warner
|
|
By:
|
Frank
Reilly
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Richard Hersh
|
|
By:
|
/s/
Joel Ratner
|
|
|
|
Shareholder:
Rentar Environmental Solutions, Inc.
|
|
/s/
Richard Warner
|
|
By:
|
Joel
Ratner
|
SCHEDULE
A
Schedule
of Shareholders of Rentar Logic, Inc.
|
NAME
OF
SHAREHOLDER
|
|
%
OF
STOCK
|
|
NUMBER
OF
SHARES
OF STOCK
|
|
ADDRESS
|
|
|
|
|
|
|
|
|
|
Rentar
Environmental Solutions, Inc.
|
|
51%
|
|
510
|
|
11586
Pierson Road Wellington, FL 33414
|
|
|
|
|
|
|
|
|
|
NuState
Energy Holdings, Inc.
|
|
49%
|
|
490
|
|
c/o
James M. Schneider, Esq. Schneider Weinberger & Beilly LLP 2200
Corporate Blvd. NW, Ste 210 Boca Raton, FL 33431
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
100%
|
|
1,000
|
|
|
Exhibit
10.52
Voting
Trust Agreement
This
Voting Trust Agreement (“Agreement”) dated as of the 4 day of June, 2008 between
Rentar Logic, Inc., a Delaware corporation (“Corporation”), and Rentar
Environmental Solutions, Inc., a Delaware corporation (“Rentar”) and NuState
Energy Holdings, Inc., a Nevada corporation (“NuState”), referred to in this
Agreement collectively as the “Shareholders”, and Rentar Environmental
Solutions, Inc. referred to in this Agreement as the “Trustee.” The names and
addresses of the Shareholders and the number of shares owned by each are as
follows:
|
NAME
OF SHAREHOLDER
|
|
%
OF STOCK
|
|
NUMBER
OF SHARES OF STOCK
|
|
ADDRESS.
|
|
|
|
|
|
|
|
|
|
Rentar
Environmental Solutions, Inc.
|
|
51%
|
|
510
|
|
11586
Pierson Road Wellington, FL 33414
|
|
|
|
|
|
|
|
|
|
NuState
Energy Holdings, Inc.
|
|
49%
|
|
490
|
|
c/o
James M. Schneider, Esq. Schneider Weinberger & Beilly LLP 2200
Corporate Blvd. NW, Ste 210 Boca Raton, FL 33431
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
100%
|
|
1,000
|
|
|
RECITALS
A.
WHEREAS,
each of the Shareholders represents that it is the owner of the number of shares
of capital stock of Rentar Logic, Inc. (the “Corporation”) set forth opposite
its name above.
B.
WHEREAS,
in order to provide for the smooth and efficient operation of the Corporation,
to prevent conflicts, and to avoid deadlocks, the Shareholders deem it to be
in
the best interest of the Corporation and of all the Shareholders that this
Agreement be executed.
C.
WHEREAS,
NuState Energy Holdings, Ltd. (“NuState”) and Rentar Environmental Solutions,
Inc. (“Rentar”) entered into a certain April 10, 2008 Software Transaction
Agreement, a certain June 4, 2008 Shareholder Agreement, and this June 4, 2008
Voting Trust Agreement, which provide that the shares of the Corporation owned
by NuState and the shares of the Corporation owned by Rentar will be voted
as a
block as determined by Rentar, among other matters.
For
the
reasons stated above among others, the Shareholders, in consideration of their
mutual promises, agree with each other and with the Trustee, and the Trustee
agrees with the Shareholders, as follows:
1.0
Recitals
part of this Agreement.
The
above
recitals are true and correct and are incorporated into this
Agreement.
2.0
Transfer
of Stock to Trustee.
Each
Shareholder shall deposit the number of shares of capital stock set forth
opposite its name above and the certificates for the stock, together with
sufficient instruments duly executed for the transfer to the Trustee, and shall
receive in exchange voting trust certificates. Upon deposit, all shares
represented by the stock certificates deposited shall be transferred on the
books of the Corporation to the names of the Trustee, who is authorized and
empowered ( including by way of attorney in fact for each of NuState and of
Rentar) to cause the transfers to be made, and also to cause any further
transfers to be made that may become necessary due to a change in the identity
of the Trustee as provided below.
3.0
Trustee's
Control Over Stock.
During
the period this Agreement remains in force, the Trustee shall possess legal
title to the shares deposited, and shall be entitled to exercise all rights,
including the right to vote in person or by proxy, in respect of any and all
deposited shares. However, each holder of a trust certificate issued by the
Trustee shall be entitled to receive payments equal to any and all dividends
collected by the Trustee with respect to shares of stock deposited by the
respective trust certificate holder.
4.0
Voting
Trust Certificate.
On
deposit by any Shareholder of a certificate or certificates for shares of stock
under this Agreement, accompanied by instruments of transfer, the Trustee shall
deliver or cause to be delivered to that Shareholder, a voting trust certificate
or certificates for the same number of shares of stock as that represented
by
the certificate or certificates deposited. The voting trust certificates shall
be in substantially the following form:
VOTING
TRUST CERTIFICATE
Rentar
Logic Inc. No.
[Number
of certificate]
.
[Number
of Shares]
Shares
This
certifies that
[name
of shareholder]
has
deposited
[number
of shares]
shares
of
the capital stock of Rentar Logic Inc. with the undersigned as Trustee under
a
voting Trust Agreement dated as of the ___ day of ____
___
_,
2008
between holders of capital stock of Rentar Logic, Inc., and Rentar Environmental
Inc., as Trustee
,
and
their
successors, as trustee. This certificate and the interest represented is
transferable only on the books of the Trustee on presentation and surrender.
The
holder of this certificate takes it subject to all the terms and conditions
of
the Voting Trust Agreement, and becomes a party to that agreement, and is
entitled to the benefits of the agreement.
Executed
by the undersigned as Trustee on
[date
of execution]
.
_________________________________
Rentar
Environmental Solutions, Inc., as Trustee
[Address
of Trustee]
5.0
Additional
Stock.
The
Trustee may, from time to time, receive any additional fully paid shares of
the
capital stock of the Corporation on the same terms and conditions as are set
forth in this Agreement, and in respect of all shares received, the Trustee
shall issue and deliver certificates substantially of the form set out above,
entitling the holder to all the rights specified above.
6.0
Dividends.
All
dividends that may accrue on the stock deposited under this Agreement shall
be
distributed pro rata among the holders of the voting trust certificates in
the
proportion to which they are entitled.
7.0
Sale
of Stock and Certificates by Shareholders.
During
the period of this Agreement, the Shareholders agree, and the Trustee accepts
this voting trust only on the condition, that the Shareholders will not sell
their respective shares. However, the voting trust certificates shall be freely
transferable, and transfers of the certificates shall vest in the transferee
all
rights and interests of the transferor subject to any other agreements between
the Corporation and the Shareholders in various capacities. On any such
transfer, the Trustee will deliver or cause to be delivered to the transferee
a
voting trust certificate or certificates for the same number of shares of stock
called for by the voting trust certificate transferred. Until the transfer,
the
Trustee shall treat the registered holder of a voting trust certificate as
owner
for all purposes. Every assignee or transferee of a voting trust certificate
issued shall, by the acceptance of the certificate, become a party to this
Agreement with like effect as though an original subscriber. The transfer of
the
Voting Trust Certificates shall be subject to that certain June 4, 2008
Shareholder Agreement of the Corporation and the Shareholders.
8.0
Rights
of Trustee.
During
the period this Agreement remains in effect, the Trustee shall possess and
shall
be entitled to exercise, in person or by proxy, all rights and powers of
absolute owners in respect of all the stock of the corporation deposited with
them, including the right to vote on, to take part in, and consent to, any
corporate or shareholders' action of any kind, and to receive dividends and
distributions on the stock. The Trustee’s right to vote shall include the right
to vote for the election of directors and in favor of or in opposition to any
resolution or proposed action of any character that may require the consent
of
Shareholders.
9.0
Election
of Directors.
For
as
long as this Agreement shall remain in effect, the Trustee shall vote the stock
deposited to effect the election of and to continue in office a board of
directors consisting of:
Joel
S.
Ratner, Chairman
Frank
Reilly
Richard
Hersh
Richard
Warner
Brian
Gibbons
10.0
Termination
of Voting Trust.
Unless
the Trustee exercises its right, which is expressly granted to it, to terminate
this Agreement, the Trustee shall distribute the stock of the Corporation held
by it to the holders of the voting trust certificates in proportion to their
respective holdings on surrender of their certificates to the Trustee, as may
be
instructed by the Shareholders, and this Agreement shall then
terminate.
11.0
Sale
or Purchase of Stock or Certificate by Trustee.
Nothing
contained in this Agreement shall deprive the Trustee of the privilege to be
enjoyed by all other depositors of selling or otherwise disposing of voting
trust certificates as they see fit, or of purchasing additional certificates,
or
of purchasing additional stock and selling it.
12.0
Compensation
of Trustee.
The
Trustee shall not be entitled to any compensation for its services as
Trustee.
13.0
Resignation
of Trustee.
Trustee
may resign at any time by delivering to the Shareholders a written resignation,
to take effect no sooner than sixty days thereafter. Any vacancy, whether
occurring by reason of death, resignation, or otherwise, shall be filled by
appointment by the Shareholders, and the term Trustee as used here shall apply
to successor Trustee appointed under this Agreement.
14.0
Trustee's
Liability.
In
voting
the shares of stock held by the Trustee or doing any other act with respect
to
the control or management of the Corporation as holders of the stock deposited
under this Agreement, the Trustee shall exercise its best judgment in the
interest of the Corporation, to the end that its affairs be properly managed.
However, no Trustee shall be liable for any error of judgment or mistake of
law
or fact or for any error or omission except for the Trustee’s willful
misconduct.
15.0
Amendment
of Voting Trust.
This
Agreement may be amended or terminated at any time by an instrument in writing
duly executed and acknowledged by the owners and holders of trust certificates
representing a majority of the shares of stock deposited under this
Agreement.
16.0
Acceptance
of Trust by Trustee.
The
Trustee accepts this trust subject to all the terms and conditions of this
Agreement, and agree that it will exercise its powers and perform their duties
as set forth here. However, nothing contained in this Agreement shall be
construed to prevent the Trustee from resigning and discharging itself from
the
Trust.
Executed
at Miami Dade County, Florida as of the date first listed above.
|
WITNESSES:
|
|
CORPORATION:
|
|
|
|
Rentar
Logic, Inc.,
|
|
/s/
Richard Hersh
|
|
By:
|
/s/
Joel Ratner
|
|
/s/
Richard Warner
|
|
|
Authorized
Representative
|
|
|
|
|
|
|
|
|
SHAREHOLDERS:
|
|
/s/
Richard Hersh
|
|
By:
|
/s/
Frank Reilly
|
|
/s/
Richard Warner
|
|
Shareholder:
NuState Energy Holdings, Inc.
|
|
|
|
By:
|
Frank
Reilly
|
|
|
|
|
|
|
/s/
Richard Hersh
|
|
By:
|
/s/
Joel Ratner
|
|
/s/
Richard Warner
|
|
Shareholder:
Rentar Environmental Solutions, Inc.
|
|
|
|
By:
|
Joel
Ratner
|
|
|
|
|
|
|
|
|
TRUSTEE:
|
|
|
/s/
Richard Hersh
|
|
By:
|
/s/
Joel Ratner
|
|
|
|
Trustee:
Rentar Environmental Solutions, Inc.
|
|
|
|
By:
|
Joel
Ratner, Authorized
Representative
|