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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 e
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