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UNITED STATES
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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)

Nevada
000-25753
87-0449667
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

902 Clint Moore Road, Suite 204, Boca Raton, Florida
33487
(Address of principal executive offices)
(Zip Code)

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
 
10.49
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)
   
10.50
Capital Contribution Agreement Between Rentar Logic, Inc., Rentar Environmental Solutions, Inc. and NuState Energy Holdings, Inc.
   
10.51
Rentar Logic, Inc. Shareholders Agreement Between Rentar Environmental Solutions, Inc. and NuState Energy Holdings, Inc.
   
10.52
Voting Trust Agreement Between Rentar Logic, Inc., Rentar Environmental Solutions, Inc. and NuState Energy Holdings, Inc.


 
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.

NuSTATE ENERGY HOLDINGS, INC.
   
By:
/s/ Frank P. Reilly
 
Frank P. Reilly
 
Chief Executive Officer

Date: June 13, 2008


 
Exhibit 10.49
Confidential & Privileged
NuState Energy Holdings, Inc. - Rentar Environmental Solutions, Inc.
Software Transaction Agreement
April 10, 2008

Business Concept:
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.
   
Intellectual
Property
Transferred to
NewCo:
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.
   
Escrow - Rentar
Stock:
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.
   
License of Intellectual
Property:
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.
   
NuState
Obligations:
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.
 
 
 

 

Rentar Obligations:
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.
 
Newco Organization:
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..
 
Financial
Contributions to
NewCo:
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. .
 
Conditions
Precedent to
Closing:
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.
 
 
 
 

 

Closing:
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”).
 
Other Matters:
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.
Schedules to Agreement:
The schedules to the Term Sheet are identified as: None
Timing:
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
*

NuState Energy Holdings Inc.    Rentar Environmental Solutions Inc.  
By
/s/ Frank P. Reilly
 
By
/s/ Joel S. Ratner Pres
Authorized Representative
 
Joel Ratner, CEO
Name: Frank P. Reilly, CEO
   
 
NewCo (in formation) by Organizers

/s/ Frank P. Reilly CEO
Authorized Representative
NuState Energy Holdings Inc.
 
/s/ Joel Ratner Pres
Authorized Representative
Rentar Environmental Solutions, Inc.
 
 
 

 
 
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.

 
Rentar Logic, Inc., a Delaware corporation
/s/ Richard Hersh
 
By:
/s/ Joel Ratner
/s/ Richard Warner
 
Authorized Representative
       
/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
 
Shareholder: Rentar Environmental Solutions, Inc.
   
By:
Joel Ratner


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