|
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. Th
|
