Voting Trust Agreement
Exhibit
10.52
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
|
00000
Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000
|
|||
|
49%
|
490
|
c/o
Xxxxx X. Xxxxxxxxx, Esq. Xxxxxxxxx Xxxxxxxxxx & Beilly LLP 0000
Xxxxxxxxx Xxxx. XX, Xxx 000 Xxxx Xxxxx, XX 00000
|
||||
|
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:
Xxxx
X.
Xxxxxx, Chairman
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
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/
Xxxxxxx Xxxxx
|
By:
|
/s/
Xxxx Xxxxxx
|
|
|
/s/
Xxxxxxx Xxxxxx
|
Authorized
Representative
|
||
|
SHAREHOLDERS:
|
|||
|
/s/
Xxxxxxx Xxxxx
|
By:
|
/s/
Xxxxx Xxxxxx
|
|
|
/s/
Xxxxxxx Xxxxxx
|
Shareholder:
NuState Energy Holdings, Inc.
|
||
|
By:
|
Xxxxx
Xxxxxx
|
||
|
/s/
Xxxxxxx Xxxxx
|
By:
|
/s/
Xxxx Xxxxxx
|
|
|
/s/
Xxxxxxx Xxxxxx
|
Shareholder:
Rentar Environmental Solutions, Inc.
|
||
|
By:
|
Xxxx
Xxxxxx
|
||
|
TRUSTEE:
|
|||
|
/s/
Xxxxxxx Xxxxx
|
By:
|
/s/
Xxxx Xxxxxx
|
|
|
Trustee:
Rentar Environmental Solutions, Inc.
|
|||
|
By:
|
Xxxx
Xxxxxx, Authorized
Representative
|
||
