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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 Agree
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