Exhibit 10.35
December 29, 2000
Xxxx Xxxxxxxxxx
00000 Xxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxx
Re: AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION (THE
"AGREEMENT")
Xxxx Xxxxxxxxxx ("Xxxxxxxxxx") is a creditor of Solpower Corporation
("Solpower"). Solpower hereby agrees to issue 16,993 shares of common stock of
Solpower (the "Shares") to Kramarenko. The Shares will be duly authorized,
validly issued, fully paid, non-assessable, and free of preemptive rights, and
will be issued to Kramarenko at a value of $0.25 per share, in full settlement
of a bona fide outstanding debt in the amount of $4,248.35 (the "Debt").
Kramarenko hereby agrees that, upon the (a) issuance of the Shares by Solpower,
and (b) delivery of the Shares to Kramarenko, free and clear of all liens and
encumbrances the Debt will be fully satisfied and extinguished and Kramarenko
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 Kramarenko 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.
Kramarenko 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 Kramarenko 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 XXXX XXXXXXXXXX in the presence of: ) Per: /s/ Xxxx Xxxxxxxxxx
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) (Signature of Xxxx Xxxxxxxxxx)
)
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(Witness) )
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(Address) )
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(Zip Code)
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