EXHIBIT 10.19
HEADS OF AGREEMENT
This 7th day of June, 1999, Solpower Corporation, a Nevada corporation
("Solpower"), has agreed to acquire the assets and liabilities of Solpower
Australia Pty Ltd., an Australian corporation ("AUS"), under the terms and
conditions stated in this Heads of Agreement (the "Agreement"). Until, if and
when the parties execute additional and/or superseding documents specifically
referencing this Agreement, the Parties herein shall proceed in good faith
according to the purpose and intent as stated herein:
1. Solpower and AUS shall agree upon an opening balance sheet and an interim
financial statement for AUS, which shall form the basis of the
representations by AUS and rationale for the acquisition of the assets and
liabilities of AUS by Solpower. The purchase specifically excludes the
acquisition or assumption by Solpower of any otherwise undisclosed AUS
liabilities.
2. AUS shall continue and operate as a separate division of Solpower.
3. The assets and liabilities of AUS shall be substantially be the same as
those contained in the interim financial statements of attached hereto as
Appendix A.
4. Solpower, or a designated agent, shall be entitled to conduct such due
diligence, and obtain a Fairness Opinion, as in its sole discretion deems
necessary to verify the accuracy and adequacy of all the financial
information and materials provided Solpower by AUS. In the event of an
audit of the financial statements is necessary, the costs shall be shared
equally by Solpower and AUS.
5. In consideration for the acquisition of AUS, Solpower shall issue to the
stockholders of AUS up to four million (4,000,000) common shares of
Solpower or such lesser amount of common shares of Solpower as agreed upon
between the Parties, but not less than three million (3,000,000) common
shares of Solpower.
6. Solpower will provide the necessary business and marketing development
funds upon a business plan and funding schedule approved in advance by
Solpower and AUS. The business plan shall include all estimated revenues,
expenses and capital expenditures as well as provide for timely submission
of future budgets and ongoing financial reporting to Solpower. In the event
that a lesser funding amount is required to achieve the estimated revenue,
then Solpower shall only be required to contribute a corresponding lesser
amount.
7. Incentive stock options shall be granted to key personnel and management of
AUS under the terms, conditions and vesting requirements as set by the
Compensation Committee of the Solpower Corporation Stock Option and
Incentive Plan. Such amount of options, terms, conditions and vesting
requirements to encompass certain financial results and operational
expectations as detailed and agreed upon thereon.
8. The officers and employees of AUS shall execute appropriate agreements
regarding non-disclosure, non-competition, inventions and confidentiality
with respect to the products and other business of Solpower and its
affiliates, the terms and conditions of which shall be substantially
similar to those contained in Appendix B.
9. AUS shall each provide evidence satisfactory to Solpower that all requisite
shareholder, board and regulatory approvals have been obtained to enter
into this Agreement and all related agreements .
10. Closing shall occur on or before twenty-one (21) business days from the
submission by AUS of the information requested by Solpower necessary to
conduct its due diligence and Fairness Opinion as contemplated in Item 4
above. In the event of any reasonable delay, the parties agree to grant the
necessary extensions to accommodate an adequate opportunity for completion
of due diligence and Fairness Opinion by and for Solpower.
11. Any amounts are expressed in US dollars and any amounts calculated in
Australian dollars for AUS for purposes of this Agreement will be converted
at the foreign exchange rate prevailing at the time of closing.
IN WITNESS WHEREOF the parties hereto executed this Memorandum of
Understanding/Heads of Agreement on the day and date first stated and shall
abide by its terms and conditions in good faith.
The common seal of
SOLPOWER CORPORATION
was hereto affixed by authority
of the Board of Directors in the
presence of:
/s/ Xxxxx X. Xxxxx C/S
-----------------------------------
President & Chief Executive Officer
The common seal of SOLPOWER
AUSTRALIA PTY LTD was hereto
affixed by authority of the Board
of Directors in the presence of:
/s/ Xxxxx Xxxx C/S
-----------------------------------
Chairman & Managing Director
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