Confidential & Privileged NuState Energy Holdings, Inc. - Rentar Environmental Solutions, Inc. Software Transaction Agreement April 10, 2008
Exhibit
10.49
Confidential
& Privileged
NuState
Energy Holdings, Inc. - Rentar Environmental Solutions,
Inc.
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 (▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, 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
Agreement
and all documents contemplated herein,
3.
The
Completion of Documentation Agreements shall contain other provisions
as
maybe agreed by the Parties.
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Rentar
Obligations:
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The
Rentar obligations under this Term Sheet are :
1.
To timely perform the matters contained in this Term Sheet and
attributable to Rentar
2.
Representations, Warranties, Covenants
a.
Rentar has the authority, capacity and power to enter into this Agreement
and all documents contemplated herein.
3.
The Completion of Documentation Agreements shall contain other provisions
as maybe agreed by the Parties.
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Newco
Organization:
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NuState
and Rentar agree that NewCo shall be organized and provided for as
follows:
1.
NewCo shall be organized by Rentar as a Delaware corporation with
1,000
shares authorized. At Closing, NewCo shall have 1,000 shares issued
and
outstanding.
2.
At Closing, Rentar shall have 51% (510 shares) of the, issued and
outstanding shares of NewCo and NuState shall have 49% (490 shares)
of the
, issued and outstanding shares of NewCo. The NewCo shares issued
to
Rentar and to NuState Intellectual Property shall contain a legend
to show
the restrictions on the transfer of the NewCo shares and the Master
Agreement. The NuState shares in NewCo (49% or 490 shares) cannot
be
hypothecated, pledged, or encumbered in any manner
whatsoever.
3.
Rentar shall have right of first refusal to acquire the shares of
NewCo
owned by NuState at the then fair market value.
4.
Shares of Newco owned by NuState and the shares of Rentar owned by
Rentar
will be voted as a block as determined by Rentar.
5.
The Board of Directors of NewCo shall be initially set at five members
with three members appointed by Rentar and two members appointed
by
NuState. The Chairman shall be designated by Rentar.
6.
The NewCo Board of Directors shall appoint an Operating Committee
consisting of five persons, subject to the supervision of the NewCo
Board
of Directors, and shall have responsibilities including: the daily
activity of maintaining, developing the Intellectual Property and
supporting the Rentar sales activity for selling the Newco products
and
services bundled with the Rentar Fuel Catalyst.
7.
Pursuant to the control and direction of Newco management team, who
will
be appointed by the NewCo Board of Directors, NewCo will commence
implementation of its business plan of: (i) development of a full
and
complete business activity to continue to develop, market and to
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 to sell and support the products as a group.
8.
The NewCo management team will direct research and development designed
to
enhance NewCo Intellectual Property, products and services..
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Financial
Contributions
to
NewCo:
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Financial
contributions shall be provided NewCo as follows:
1.
On or before the 1st day of each month, Rentar shall provide a capital
contribution to NewCo US$18,000.00 per month for NewCo to utilize
to pay
expenses related to the NewCo Information Intellectual Property
Department.
2.
On or before the 1st day of each month, NuState shall provide a capital
contribution to NewCo US$18,000.00 per month for NewCo to utilize
to pay
expenses related to the Information Intellectual Property
Department.
3.
Rentar shall provide office space at no additional cost to NewCo
at its
headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. .
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Conditions
Precedent
to
Closing:
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On
or before the Closing Date, the following items shall be completed
to the
mutual satisfaction
of
NuState and Rentar:
1.
A software and/or other expert shall have completed and provided
Rentar an
expert opinion (at the cost of Rentar) opining, among other matters,
that
the Intellectual Property is complete, functional, and actually does
the
business activity contemplated by NewCo, the software code is accurate
and
complete, the Intellectual Property can reasonably perform the work
and
functionality anticipated by NewCo and that the Intellectual Property
maintenance and support is reasonable.
2.
All agreements listed in Other Matters below are complete to the
mutual
satisfaction of NuState and Rentar as of the Closing Date.
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Closing:
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The
placement of the Rentar Stock in escrow and the execution and finalization
of the documents identified in Other Matters shall be no later than
30
days from the date of this Agreement (“completion Date”).
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Other
Matters:
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Other
matters agreed between the Parties:
1.
NuState and Rentar shall execute the following documents on or before
the
Completion of the Documentation Date:
a.
Escrow Agreement
b.
Completion Documents
d.
NewCo Purchase Documents (US$3,000,000) with NuState
e.
NewCo Capital Contribution Documents (US$18,000/month) with
NuState
f.
NewCo Capital Contribution Documents (US$18,000/month) with
Rentar
2.
The March 3, 2008 Outline Agreement is deemed to be merged into this
Agreement
3.
Any conflicts of interest regarding the Escrow Agent are waived and
consented to.
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Schedules
to Agreement:
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The
schedules to the Term Sheet are identified as: None
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Timing:
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The
agreed timing for the various activities listed below is: 30 days
from the
date of this Agreement and if the documents are not signed this Agreement
continue binding and enforceable:
1.
Execution of this Agreement
2.
Execution of Escrow Agreement
3.
Execution of NewCo Purchase Documents (US$3 million) -
NuState
4.
Execution of NewCo Capital Contribution Documents (US$18,000/month)
-
NuState
5.
Execution of NewCo Capital Contribution Documents (US$18,000/month)
-
Rentar -
6.
Execution of Completion Documents
*
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| NuState Energy Holdings Inc. | Rentar Environmental Solutions Inc. | |||
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By
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By
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/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇ Pres
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Authorized
Representative
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▇▇▇▇
▇▇▇▇▇▇, CEO
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|||
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Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO
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||||
NewCo
(in
formation) by Organizers
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ CEO
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Authorized
Representative
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NuState
Energy Holdings Inc.
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/s/
▇▇▇▇ ▇▇▇▇▇▇ Pres
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Authorized
Representative
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Rentar
Environmental Solutions, Inc.
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