Exhibit 10.37
December 29, 2000
Bio Engineering Pty Ltd.
00 Xx Xxxxxxxxx Xxxx
Xxxxxxxxxx 0000
Xxxxxxxx, Xxxxxxxxx
Attention: Xx. Xxxxx X. Xxxx, Managing Director
Dear Xxxxx
Re: AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION (THE
"AGREEMENT")
Bio Engineering Pty Ltd. (formerly Solpower Australia Pty Ltd.), ("Bio") is a
creditor of Solpower Corporation ("Solpower"). Solpower hereby agrees to issue
394,294 shares of common stock of Solpower (the "Shares") to Bio. The Shares
will be duly authorized, validly issued, fully paid, non-assessable, and free of
preemptive rights, and will be issued to Bio at a value of $0.25 per share, in
full settlement of a bona fide outstanding debt in the amount of $98,573.40 (the
"Debt").
Bio hereby agrees that, upon the (a) issuance of the Shares by Solpower, and (b)
delivery of the Shares to Bio, free and clear of all liens and encumbrances the
Debt will be fully satisfied and extinguished and Bio will remise, release and
forever discharge Solpower and its directors, officers, employees,
administrators, successors and assigns of and from all manner of actions, causes
of action, suits, debts, accounts, bonds, covenants, contracts, claims and
demands whatsoever which Bio has ever had, now has, or which its heirs,
executors, administrators or assigns, or any of them, can, shall or may have for
or by reason of any cause, matter or thing whatsoever existing up to the present
time.
Bio acknowledges that the issuance of the Shares has not been registered under
the Securities & Exchange Act or any state securities law and have not been
approved or disapproved by the United States Securities and Exchange Commission
("SEC") or other federal or state regulatory authority. These Shares are issued
pursuant to an exemption from registration under the Securities & Exchange Act
and are subject to restrictions on resale or transfer.
As soon as practicable Solpower, at its sole expense, will use its best efforts
to file with the SEC a registration statement on appropriate form registering
the Shares for resale (the "Registration"). Solpower shall use its best efforts
to cause the registration statement upon which the Shares are registered to
become effective and shall keep the registration statement effective and updated
for at least two years after the date of this Agreement.
Solpower and Bio agree that a) they will execute such further assurances and
other documents and instruments and do such further and other things as may be
necessary to implement and carry out the intent of this Agreement, b) the
provisions herein contained constitute the entire agreement between the parties
and supersede all previous understandings, communications, representations and
agreements, whether written or verbal, between the parties with respect to the
subject matter of the Agreement, c) this Agreement shall be governed and
construed in accordance with the laws of the State of Arizona, and d) this
Agreement shall inure to the benefit of and be binding upon each of the parties
and their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed these presents effective
this 29th day of December, 2000.
SIGNED, SEALED & DELIVERED )
By SOLPOWER CORPORATION in the presence )
of: ) Per: /s/ Xxxxx X. Xxxxx,
Secretary/Treasurer
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) (Signature of Authorized Officer)
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(Witness) )
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(Address) )
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(Zip Code)
SIGNED, SEALED & DELIVERED )
By BIO ENGINEERING PTY LTD. in the ) Per: /s/ Xxxxx X. Xxxx,
presence of: Managing Director
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) (Signature of Authorized Officer)
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(Witness) )
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(Address) )
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(Zip Code)
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