|
Exhibit
10.33
Execution
Copy
CONTRIBUTION
AGREEMENT
This Contribution Agreement (the “
Agreement ”) is made as of February 7, 2008 by
and among OurPet’s Company (the “ Company
”), Senk Properties, an Ohio general partnership, and
Dr. William M. Fraser (each a “ Contributor
” and collectively, the “ Contributors
”).
Recitals
WHEREAS, the Company is
involved in litigation on certain of its SmartScoop ™ products and
will be incurring expenses with respect to such litigation (the
“ Litigation ”); and
WHEREAS, Contributors have agreed to
loan in the aggregate $100,000.00 to the Company (the “
Loan ”) to be used for expenses related to the
Litigation (“ Litigation Expenses ”). In
connection with and as an inducement to make such Loan, the Company
will issue warrants to each Contributor.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Loan . Upon receipt
of the Loan from the Contributors, the Company shall issue a
promissory note to each Contributor in the principal amount of such
Contributor’s share of the Loan, upon the terms and
conditions set forth in the form of promissory note attached hereto
as Exhibit A and incorporated herein by reference (the
“ Note ”). Payment on each Note would be
twenty-four (24) months after the date such note was issued,
with the option to prepay without penalty. In the event the Company
desires to prepay a portion of the Loan, such prepayment shall be
made pari passu to all Contributors.
2. Warrants . In
connection with the Loan, the Company shall issue warrants (“
Warrants ”) to each Contributor as follows: for each
two dollars ($2.00) loaned, the Contributor would receive one
Warrant, exercisable at $0.825 per share for a period of five
(5) years. Other terms of the Warrants shall be substantially
similar to the warrants issued to Pet Zone Products in connection
with its $250,000 loan to the Company at the time of the
acquisition of its assets by the Company.
3. Conversion of Loan
. The parties hereto recognize that the Company may seek additional
funding from outside sources to cover additional expenses related
to the Litigation and issue securities (whether in the form
o
| 
