Rentar Logic, Inc. Shareholders Agreement
Exhibit
10.51
Rentar
Logic, Inc.
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 Xxxxxxx Xxxxx, acting Chairman of the
Board, 000 Xxxxx Xxxxx Xx, Xxxx Xxxxx, XX 00000, Telefax; 000-000-0000; Rentar
Environmental Solutions, Inc., 00000 Xxxxxxx Xxxx, Xxxx Xxxx Xxxxx, XX 00000
;
and Rentar Logic, Inc.; 00000 Xxxxxxx Xxxx, Xxxx Xxxx Xxxxx, XX
00000.
(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/
Xxxxxxx Xxxxx
|
By:
|
/s/
Xxxx Xxxxxx
|
|
|
Authorized
Representative
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
/s/
Xxxxxxx Xxxxx
|
By:
|
/s/
Xxxxx Xxxxxx
|
|
|
Shareholder:
NuState Energy Holdings, Inc.
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
By:
|
Xxxxx
Xxxxxx
|
|
|
/s/
Xxxxxxx Xxxxx
|
By:
|
/s/
Xxxx Xxxxxx
|
|
|
Shareholder:
Rentar Environmental Solutions, Inc.
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
By:
|
Xxxx
Xxxxxx
|
|
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
|
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
|
