Capital Contribution Agreement
Exhibit
10.50
This
Agreement is made as of the 4 day of June, 2008 by and between Rentar Logic,
Inc., a Delaware corporation (“Rentar Logic”), Rentar Environmental Solutions,
Inc., a Delaware corporation (“Rentar”), and NuState Energy Holdings, Inc., a
Nevada corporation (“NuState”) (collectively the “Parties”).
WHEREAS
Rentar Logic, Rentar, and NuState entered into that certain April 10, 2008
Software Transaction Agreement;
WHEREAS,
the Parties wish to provide for certain aspects of the Capital Contributions
referred to in the April 10, 2008 Software Transaction Agreement executed by
Rentar Logic;
NOW
THEREFORE, it is agreed that:
Contribution
Account.
(a.)
Rentar Logic shall maintain a capital account for each of Rentar and of NuState
which shall account for the US$18,000 per month cash capital contribution made
by Rentar pursuant to Paragraph 2 of the “Financial Contributions to Newco”
Section in the April 10, 2008 Software Transaction Agreement and by NuState
pursuant to Paragraph 3 of the “Financial Contributions to Newco” Section in the
April 10, 2008 Software Transaction Agreement, (collectively, the “US$18,000
Monthly Obligations”).
(b.)
Capital raised during any month will first be applied proportionately against
Rentar’s and/or NuState’s US$18,000 Monthly Obligations.
(c.)
If
sufficient Capital is not raised during any month and Rentar pays all or part
of
NuState’s US$18,000 Monthly Obligation for any month on NuState’s behalf
(“Rentar’s Payment on Behalf of NuState”) , the then outstanding balance of the
US$3,000,000 payment obligation referenced in the “Intellectual Property
Transferred to Newco” section of the pursuant to Paragraph 2 of the “Financial
Contributions to Newco” Section of the April 10, 2008 Software Transaction
Agreement shall be reduced by the amount of Rentar’s Payment on Behalf of
NuState.
(d.)
Once
the outstanding obligation balance of the US$3,000,000 payment obligation
referenced in the “Intellectual Property Transferred to Newco” section of the
April 10, 2008 Software Transaction Agreement is paid in full, any and all
funds
advanced by Rentar to Rentar Logic shall be loans payable to Rentar on terms
agreed to by the Parties.
IN
WITNESS WHEREOF, the parties hereto have executed this binding Agreement as
of
the day and year first above written.
Rentar
Logic, Inc., a Delaware corporation
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/s/
Xxxxxxx Xxxxx
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By:
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/s/
Xxxx Xxxxxx
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/s/
Xxxxxxx Xxxxxx
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Authorized
Representative
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/s/
Xxxxxxx Xxxxx
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By:
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/s/
Xxxxx Xxxxxx
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/s/
Xxxxxxx Xxxxxx
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Shareholder:
NuState Energy Holdings, Inc.
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By:
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Xxxxx
Xxxxxx
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/s/
Xxxxxxx Xxxxx
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By:
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/s/
Xxxx Xxxxxx
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Shareholder:
Rentar Environmental Solutions, Inc.
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By:
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Xxxx
Xxxxxx
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