EXHIBIT 10.1


 


TRUST AGREEMENT


 


This Trust Agreement
(the “Agreement”), is being entered into as of February 25, 2011, by and between MediaNet Group Technologies,
Inc., a Nevada corporation (the “Company”) and BATISTA GUERRA Y ASOCIADOS, solely in their capacity as trustee
(the “Trustee”).


 


WHEREAS, the
Company would like to provide the investors in DubLi.com, LLC (the “DubLi.com Beneficiaries”) and various employees
of Lenox Resources, LLC (the “Lenox Beneficiaries,” and together with the DubLi.com Beneficiaries, the “Beneficiaries”)
a significant ownership interest in the Company since:  (i) virtually all of the DubLi.com Beneficiaries are former business
associates of DubLi.com, LLC and current business associates of DubLi Network, Ltd; (ii) virtually all of the Lenox Beneficiaries
have been and are currently employees or consultants of the Company, (iii) notwithstanding the financial failure of DubLi.com,
LLC, the Company believes that the DubLi.com, LLC business associates assisted the Company build brand awareness for the DubLi.com
trade name; and (iv) consistent with many of their expectations, the Company likes the Beneficiaries to have a significant ownership
interest in the entity which owns and is further developing the DubLi.com brand;


 


WHEREAS, the
Company hereby proposes to transfer an aggregate of 63,393,933 restricted shares of the Company’s common stock (the 62,679,116
shares proposed to be issued to the DubLi.com Beneficiaries are individually referred to as the “DubLi Shares”;
the 714,817 shares proposed to be issued to the Lenox Beneficiaries are individually referred to as the “Lenox Shares”;
and together the DubLi Shares and the Lenox Shares are referred to as the “Loyalty Shares”) to a trust (the
“Trust”)


 


WHEREAS, the
Trust, after a holding period and certain conditions are met, will transfer the Loyalty Shares to the Dubli.com Beneficiaries and
the Lenox Beneficiaries (the “Two Step Transfer”);


 


NOW, THEREFORE,
in consideration of the mutual agreements of the parties contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged and affirmed, the parties hereby agree as follows:


 


ARTICLE I


DECLARATION OF TRUST


 


1.1           Grant
of Loyalty Shares.  On March 28, 2011 (the “Initial Transfer Date”), the Company shall grant, assign,
transfer, convey, deliver and set over the Loyalty Shares to the Trustee to be held subject to the terms and provisions set out
below.  The Company shall cause its transfer agent to issue to the Trust a stock certificate evidencing the Loyalty Shares.  Upon
the transfer of the Loyalty Shares to the Trust, and except as otherwise provided herein, such Loyalty Shares will be assets of
the Trust, and the Trust shall have the sole and exclusive right, title and interest in and possession of such Loyalty Shares.


 






    	 



    	 	



    



 


1.2           Acceptance
by Trustee.  The Trustee hereby accepts and confirms the following: (a) the appointment to serve as Trustee; (b)
the transfer of the Loyalty Shares, and all right, title and interest therein, to the Trust; and (c) the obligations and duties
imposed on him by this Agreement.  The Trustee agrees to receive, hold and distribute the Loyalty Shares in accordance
with the terms and provisions set forth herein.


 


1.3           Name.   The
trust created pursuant to the terms hereof shall be known as the “DubLi.com and Lenox Trust” and shall be referred
to herein as the “Trust.”


 


1.4           Trust
assets.  The entirety of the Loyalty Shares shall constitute the assets of the Trust.


 


1.5           Purpose
of the Trust.  The objective of the Trust is to:  (a) accept and place all Loyalty Shares into the Trust;
(b) keep and hold the Loyalty Shares during the Restricted Period (defined below); and (c) after the Restricted Period, transfer
the Loyalty Shares to the Beneficiaries and/or the Company, all in accordance with the terms and provisions of this Agreement.  The
Trust has no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to,
and consistent with, the sole purpose of the Trust.  It shall not be the objective or purpose of this Trust to, and the
Trustee shall have no authority to, conduct any business activity except as reasonable and necessary to, and consistent with, the
consummation of the transactions contemplated by the Share Transfer Agreement dated February 25, 2011 entered into by and between
the Company, DubLi.com, LLC and Michael Hansen (the “Share Transfer Agreement”), attached hereto as Annex A.


 


1.6           Beneficiaries.  On
or before the Initial Transfer Date, the Company shall identify to the Trustee the names and contact information of each of the
Beneficiaries and the number of Loyalty Shares expected to be transferred to each Beneficiary after the Restricted Period.  No
Beneficiary shall have any right, title or interest of any kind in the Loyalty Shares until such time, if ever, that the Trustee
transfers Loyalty Shares to the subject Beneficiary in accordance with the terms of the Trust.


 


ARTICLE II


TERMINATION OF TRUST


 


2.1           Maximum
Term.  The Trust shall terminate no later than the date that is three months following the end of the Restricted
Period; provided, however, that, if necessary to accomplish the purpose of the Trust, the Trustee may, in its sole discretion,
extend the term of the Trust for up to an additional six (6) months.


 


2.2           Winding
Up and Discharge of the Trustee.  For purposes of winding up the affairs of the Trust at its termination, the Trustee
shall continue to act as Trustee until his duties have been fully discharged.  After doing so, the Trustee, his agents,
professionals and employees, if any, shall have no further duties or obligations hereunder, except as required by this Agreement
or applicable law concerning the termination of a trust.


 






    	 



    	 	



    



 


ARTICLE III


OBLIGATIONS OF THE TRUSTEE


 


3.1          Initial
Notice to Beneficiaries.  Within thirty (30) calendar days of the Initial Transfer Date, the Trustee shall provide
each Beneficiary notice via electronic mail of the transactions contemplated by the Share Transfer Agreement.


 


3.2          Obligations
During the Restricted Period.  Commencing on the Initial Transfer Date and continuing until March 28, 2012 (the “Restricted
Period,”) the Trust shall hold and not transfer the Loyalty Shares.  During the Restricted Period, and the
three months immediately thereafter, the Trust and the Trustee shall not:


 


(a)           
acquire or attempt to acquire additional common stock or other securities of the Company;


 


(b)           vote
the Loyalty Shares for any reason;


 


(c)           enter
into any form of voting agreement to vote other shares of common stock of the Company or to allow another person to vote the Loyalty
Shares;


 


(d)           influence
or attempt to influence the votes of other shareholders of the Company;


 


(e)           propose
nominees to the Company’s board of directors or solicit proxies with respect to the election of directors;


 


(f)           voluntarily
pledge, encumber or in any other way subject the Loyalty Shares to any form of liens or security interests of any kind;


 


(g)           incur
indebtedness of any kind, including but not limited to (a) any indebtedness for borrowed money and obligations, (b) any obligations
evidenced by notes, bonds, debentures or similar instruments and (c) any indebtedness referred to in clauses (a) and (b) above
secured by any lien upon or in property owned or held by the Trust, even though the Trust has not assumed or become liable for
the payment of such indebtedness; nor


 


(h)           influence
or control or attempt to influence or control, directly or indirectly, the direction of the management, policies or affairs of
the Company.


 


3.3          Beneficiary
Representation Affidavit; Information Memorandum.


 


(a)           At
least sixty (60) calendar days prior to the end of the Restricted Period, the Trustee shall use its commercially reasonable efforts
to provide to each Beneficiary via electronic mail: (i) a Beneficiary Representation Affidavit (the “Affidavit”), the
form of which is attached hereto as Annex B; and (ii) an information memorandum that includes all of the information the
Company would then be required to be provided to a non-accredited investor pursuant to Rule 502 promulgated pursuant to the Securities
Act if the Loyalty Shares were being sold for cash at then prevailing market prices (the “Information Memorandum”).


 






    	 



    	 	



    



 


(b)           In
order for any individual Beneficiary to receive a portion of the Loyalty Shares, such investor will be required to complete and
execute an Affidavit and return such Affidavit to the Company at least fifteen calendar days prior to the end of the Restricted
Period.


 


3.4          Transfer
to Beneficiaries.


 


(a)           Subject
in all cases to Section 3.4(b) below, on the first business day following the end of the Restricted Period (the “Final
Transfer Date”), the Trustee shall, subject to the terms and conditions set forth herein, use its commercially reasonable
efforts to, subject to any applicable law, (i) transfer to each Beneficiary such number of Loyalty Shares as are identified to
the Trust by the Company; (ii) to evidence such transfer, cause the Company’s transfer agent to, in either certificated or
book entry form, issue such number of Loyalty Shares as are identified to the Trust by the Company; and (iii) if requested, issue
such shares free of any restrictive legends.


 


(b)           In
the event that (i) notwithstanding the Trustee’s good faith efforts to contact and provide each Beneficiary in accordance
with the terms of this agreement, any Beneficiary does not complete, execute and return the Affidavit at least fifteen calendar
days prior to the end of the Restricted Period, (ii) the Trustee believes, or is notified by the Company that the Company believes,
the transfer of Loyalty Shares to any Beneficiary would not be in compliance with any applicable law and/or such compliance with
any applicable law may not be readily demonstrated, or (iii) the Trustee receives, or is notified by the Company that it has received,
comments from the SEC or any other comparable foreign or U.S. State regulator with respect to the transactions contemplated by
this agreement (other than comments that are resolved to the satisfaction of the Trustee and the Company, in their respective sole
and absolute discretion), then the Loyalty Shares that otherwise would have been transferred to such Beneficiary shall, subject
to the Company’s written waiver otherwise, be: (i) immediately returned to the Company free and clear of all liens;
and (ii) cancelled.


 


ARTICLE IV


POWERS AND DUTIES OF THE LIQUIDATING
TRUSTEE


 


4.1          Duties
of Trustee.  The Trustee shall have such duties and responsibilities as are specified in this Agreement.


 


4.2          Authority
of Trustee.  The Trust and the Trustee, as the representative of the Trust, shall be vested with all right, title
and interest in and to the Loyalty Shares.  The Trustee shall have the authority and be empowered to take all steps necessary
to consummate the Two Step Transfer of the Loyalty Shares in accordance with the terms and provisions of this Agreement.  In
addition to the foregoing, the Trustee’s powers, duties, responsibilities and obligations shall include the following:


 






    	 



    	 	



    



 


(a)           to
act as Trustee under this Agreement;


 


(b)           to
receive and hold the Loyalty Shares during the Restricted Period;


 


(c)           to
object to the transfer of Loyalty Shares to any individual Beneficiary who fails to complete, execute and return the Affidavit
at least fifteen calendar days prior to the end of the Restricted Period;


 


(d)           to
transfer the Loyalty Shares to the any individual Beneficiary in accordance with the terms and provisions contained in this Agreement


 


(e)           to
prepare and file such tax reports and returns as may be required by federal, state or local taxing authorities;


 


(f)           to
pay all expenses and make other necessary payments relating to the holding of the Loyalty Shares during the Restricted Period;


 


(g)           to
take any and all other actions reasonably necessary or desireable to implement or consummate the Two Step Transfer; and


 


(h)           to
exercise all powers and rights, and take all actions contemplated by or provided for under this Trust Agreement.


 


4.3          Register
of Beneficiaries.  The Company shall provide the Trustee with a register (the “Register”) of the
number of Loyalty Shares expected to be transferred to each Beneficiary and the names, addresses of such Beneficiaries as of the
close of business on the Initial Transfer Date.  Thereafter, the Register will be maintained by the Trustee, and changes
thereto will be made upon written notice by the Company submitted to the Trustee.  The Trustee shall not be liable for
relying on the accuracy of the Register, provided that the Trustee has properly maintained the Register in accordance with this
Agreement.


 


ARTICLE V


LIABILITY OF LIQUIDATING TRUSTEE


 


5.1          Appointment.  The
Trustee is BATISTA GUERRA Y ASOCIADOS, solely in his capacity as Trustee of the Trust and not otherwise.


 


5.2          Resignation.  The
Trustee may resign by giving not less than sixty (60) days’ prior written notice thereof to the Company; provided, however,
that such resignation shall not become effective until the appointment of a successor Trustee in accordance with Section 5.4 hereof.


 


5.3          Removal.  At
any time the Company may remove the Trustee for cause.  For purposes of this Section 5.3, “cause”
shall include, but not be limited to:  (i) an act of fraud, embezzlement, or theft in connection with the Trustee’s
duties or in the course of his employment in such capacity, (ii) the intentional wrongful damage to the Trust assets, or (iii)
gross negligence by the Trustee in connection with the performance of his duties under this Agreement.  If a Trustee
is removed pursuant to this Section 5.3, the Trustee shall continue to serve until a successor Trustee is appointed, and
such appointment becomes effective, in accordance with Section 5.4 hereof.  If the Trustee is unwilling or unable
to serve (i) by virtue of his inability to perform his duties under this Agreement due to death, illness, or other physical or
mental disability, or (ii) for any other reason whatsoever other than for “cause,” subject to a final accounting, such
Trustee shall be entitled to all accrued but unpaid fees, expenses, and other compensation, to the extent incurred, arising or
relating to events occurring before his removal or resignation, and to any out-of-pocket expenses reasonably incurred in connection
with the transfer of all powers and duties and all rights to any successor Trustee.


 






    	 



    	 	



    



 


5.4          Appointment
of Successor Trustee.  In the event of a vacancy by reason of the death or immediate removal of the Trustee or prospective
vacancy by reason of resignation or removal, the Company shall have the right to nominate the successor Trustee.  Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company an instrument accepting such appointment
subject to the terms and provisions hereof.  The successor Trustee, without any further act, shall become vested with
all the rights, powers and duties of the Trustee; provided, however, that no Trustee shall be liable for the individual
acts or omissions of any prior or later Trustee.


 


5.5          Continuity.  The
death, resignation or removal of the Trustee shall not terminate the Trust or invalidate any action theretofore taken by the Trustee,
and the successor Trustee agrees that the provisions of this Agreement shall be binding on and inure to the benefit of each successor
Trustee and all his heirs and legal and personal representatives, successors or assigns.  In the event of the resignation
or removal of the Trustee, such Trustee shall (i) execute and deliver by the Initial Transfer Date of his resignation or removal
such documents, instruments and other writings as may be reasonably required to effect the termination of such Trustee’s
capacity under this Agreement and (ii) assist and cooperate in effecting the assumption of such Trustee’s obligations and
functions by the successor Trustee.


 


5.6          Compensation.  The
Trustee shall be paid a setup fee of US$ 150. For additional services, the Trustee shall be compensated on an hourly basis based
on his normal and customary rates for such services and shall be entitled to reimbursement of expenses incurred.  Any
accountants, attorneys, financial advisors, consultants, or other professionals retained or utilized by the Trustee (the “Trust
Professionals”) shall be entitled to reasonable compensation for services rendered and reimbursement of expenses incurred.  Compensation
of the Trustee and the Trust Professionals shall be paid by the Company.  Any successor Trustee shall receive such reasonable
compensation and reimbursement of expenses in the same manner as the initial Trustee.


 


5.7          Indemnification.  The
Company shall indemnify and hold harmless the Trustee and the Trust against and with respect to any and all liabilities, losses,
damages, claims, costs and expenses, including, but not limited to, attorneys’ fees, arising out of or due to their actions
or omissions, or consequences of such actions or omissions, with respect to the Agreement and the consummation of the Two Step
Transfer, provided that the foregoing indemnity shall not be available (i) with respect to any act of omission constituting gross
negligence or willful misconduct of the Trust or Trustee, (ii) in the event of a breach of this Agreement by the Trust or Trustee;
or (iii) for any act of fraud or breach of trust.


 






    	 



    	 	



    



 


5.8          Reliance
by Trustee.  The Trustee may rely, and shall be fully protected in acting or refraining from acting if he relies,
upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, or other instrument
or document that the Trustee reasonably believes to be genuine and to have been signed or presented by the proper party
or parties or, in the case of cables, telecopies, e-mails and telexes, to have been sent by the proper party or parties, and the
Trustee may conclusively rely as to the truth of the statements and correctness of the opinions expressed therein.  The
Trustee may consult with counsel and other professionals with respect to matters in their area of expertise, and any opinion of
counsel shall be full and complete authorization and protection in respect of any action taken or not taken by the Trustee.  The
Trustee shall be entitled to rely upon the advice of such professionals in acting or failing to act, and shall not be liable for
any act taken or not taken in reliance thereon.


  


5.9           Reliance
by Persons Dealing with the Trustee.  In the absence of actual knowledge to the contrary, any person dealing with
the Trustee shall be entitled to rely on the authority of the Trustee to act on behalf of the Trust and shall have no obligation
to inquire into the existence of such authority.


 


ARTICLE VI


MISCELLANEOUS PROVISIONS


 


6.1           Definitions.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Share Transfer Agreement.


 


6.2           Descriptive
Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.


 


6.3           Amendment.  This
Agreement may not be amended except by an instrument executed by the Trustee and the Company.


 


6.4           Governing
Law.  This Agreement shall be governed by and construed in accordance with the laws of The Republic of Panama without
regard to the rules of conflict of laws of any other jurisdiction.


 


6.5           Counterparts;
Effectiveness.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an
original but all of which shall constitute one and the same agreement.  This Agreement shall become effective when each
party hereto shall have received counterparts thereof signed by all the other parties hereto.


 


6.6           Severability;
Validity.  If any provision of this Agreement or the application thereof to any person or circumstance is held invalid
or unenforceable, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall
not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable.


 






    	 



    	 	



    



 


6.7           No
Waiver by Trustee.  No failure by the Trustee to exercise or delay in exercising any right, power or privilege hereunder
shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any further
exercise thereof, or of any other right, power or privilege.


 


6.8           No
Bond.  Notwithstanding any state law to the contrary, the Trustee (including any successor Trustee) shall be exempt
from giving any bond or other security in any jurisdiction.


 


6.9           Notices.  Any
notice or other communication hereunder shall be in writing and shall be deemed given upon (i) confirmation of receipt of a facsimile
transmission, (ii) confirmed delivery by a standard overnight carrier or when delivered by hand, or (iii) the expiration of five
(5) business days after the day when mailed by registered or certified mail (postage prepaid, return receipt requested), addressed
to the respective parties at the following addresses (or such other address for a party as shall be specified by like notice):


 


If to the Trustee:


 


BATISTA GUERRA Y ASOCIADOS


Calle 34 y Avenida Cuba


Edificio Victoria, Oficina 506


Panama, Republica de Panama


 


If to a Beneficiary:


 


To the name and address set forth in the
Register, as amended from time to time in accordance with this Agreement.


 


If to the Company:


 


MediaNet Group Technologies, Inc.


5200 Town Center Circle, Suite 601


Boca Raton, FL 33486


Attention: Andreas Kusche


Facsimile No.: (561) 362-7703


 


6.10        Irrevocability.  The
Trust is irrevocable.


 


6.11        Binding
Effect. The terms of this Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective
successors.


 


Signature page follows. 


 






    	 



    	 	



    



 


IN WITNESS WHEREOF,
the parties hereto have executed and acknowledged this Agreement, as of the date first above written.


 


 


	 	MEDIANET GROUP TECHNOLOGIES,
 INC.
	 	 	 
	 	By:	 /s/ Andreas Kusche
	 	Name:	Andreas Kusche
	 	Title:	General Counsel
	 	Address:	5200 Town Center Circle, Suite 601
	 	 	Boca Raton, FL 33486
	 	 	 
	 	BATISTA GUERRA Y ASOCIADOS, solely

in their capacity as Trustee of the Trust
	 	 	 
	 	By:	 /s/ Michael Samaniego
	 	Name:	Michael Samaniego
	 	Title:	Asociado
	 	Address:	Calle 34 y Avenida Cuba, Edificio
 Victoria, Oficina 506, Panama,
 Republica de Panama
	 	 	 
	 	Local Agent
	 	 	 
	 	By:	 /s/ Radames Butcher
	 	Name:	Radames Butcher