Contribution Agreement dated June 20, 2008



 Exhibit 10.37 
 CONTRIBUTION AGREEMENT 
 This Contribution Agreement (the “Agreement”) is made as of
June 20, 2008 by and among OurPet’s Company (the “Company”), Capital One Partners LLC, Nottingham Ventures Ltd., Spirk Ventures Ltd. and LJR Limited Partnership (each a “Contributor” and collectively, the
“Contributors”). 
 Recitals 
 WHEREAS, the Company is involved in litigation on certain of its SmartScoopTM products and will be incurring expenses with respect to such litigation (the “Litigation”); 
 WHEREAS,
Contributors have previously loaned in the aggregate $500,000 to the Company (“Previous Loans”); and 
 WHEREAS, Contributors have agreed to
initially loan in the aggregate an additional $250,000 and may loan in the aggregate up to an additional $500,000 (inclusive with the $250,000) 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 and further will replace warrants issued to each Contributor in connection with the Previous
Loans with new warrants at a revised exercise price (“Replacement Warrants”). 
 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 thirty-six (36) 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. Furthermore, in the event the Company raises additional capital through equity or convertible financing equal to or greater than One
Million Five Hundred Thousand Dollars ($1,500,000), then, subject to Section 3 below, the Company shall repay the interest and principal outstanding under the Notes in accordance with the terms set forth in the Notes. 
 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 $0.50 per share (“Exercise Price”) for a period of five (5) years. The Company shall also issue the Replacement Warrants to each Contributor
exercisable at the Exercise Price, for a period of five (5) years, and the earlier warrants issued in connection with the Previous Loan shall be extinguished. 
 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 of equity or debt) in connection with such funding (“Additional Funding”). In the event Additional
Funding is obtained and at such time that an additional Five Hundred Thousand Dollars ($500,000) or more is raised, the Company will convert the principal and interest outstanding under each Note into the same security issued in connection with the
Additional Funding. If such Additional Funding results in the issuance of more than one type of security, the Company shall convert the principal and interest outstanding under each Note into such securities on a pro rata basis as to type of
security at a conversion price that is the average price of the securities sold in the Additional Funding. The Warrants issued to each Contributor issued in connection with the Loan shall not be affected by the Loan conversion. Furthermore, should
the Additional Funding raised equal or exceed One Million Five Hundred Thousand Dollars ($1,500,000), then each Contributor shall promptly inform the Company whether it prefers for its Note to be converted as set herein or would instead prefer to be
repaid pursuant to Section 1 above. 
 4. Piggyback Registration Rights. In connection with the execution of this Agreement and
as further consideration for the Loan, the Company shall grant to the Contributors certain registration rights pursuant to the terms and conditions set forth in a Registration Rights Agreement, the form of which is attached hereto as Exhibit
B and incorporated herein by reference. 
 5. Binding Obligation. The terms and conditions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 
 6. Severability. In the event
that any one or more terms or provisions hereof shall be held void or unenforceable by any court or arbitrator, all remaining terms and provisions hereof shall remain in full force and effect. 
 7. Waiver. No waiver shall be deemed to have been made by any party of any of his or its rights hereunder unless the same shall be in writing and
signed by the waiving party. Such waiver, if any, shall be a waiver only in respect to the specific instance involved and shall in no way impair the rights of the waiving party or the obligations of the other party in any other respect and at any
other time. 
 8. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of Ohio without giving effect to the principles of conflicts of law. 
 9. Counterparts; Effectiveness. This Agreement may be
executed in any number of counterparts, including by facsimile or electronic signature included in an Adobe PDF file, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This
Agreement shall become effective when each party hereto shall have received original or facsimile counterparts thereof signed by all of the other parties. 
 [signature page follows] 
  

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 IN WITNESS WHEREOF, parties hereto have caused this Contribution Agreement to be made as of the date
first above written. 
 COMPANY: 
  

									
	OURPET’S COMPANY	 		 		 	
					
	By:	 	 /s/ Steven Tsengas
	 		 		 	
		 	Dr. Steven Tsengas, President	 		 		 	
				
	CONTRIBUTORS:	 		 		 	
			
	CAPITAL ONE PARTNERS LLC	 		 	NOTTINGHAM VENTURES LTD.
					
	By:	 	 /s/ James D. Ireland, III
	 		 	By:	 	 /s/ John Nottingham

		 	James D. Ireland, III, Chairman	 		 		 	John Nottingham, Member
			
	SPIRK VENTURES LTD.	 		 	LJR LIMITED PARTNERSHIP
					
	By:	 	 /s/ John Spirk
	 		 	By:	 	 /s/ Steven L. Nutt

		 	John Spirk, Member	 		 		 	 Steven L. Nutt, Managing Director of
 Moreland
Management Co.
 Non-Member Manager of the General Partner of the LJR Limited Partnership


  

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