PURCHASE AGREEMENT PURCHASE AGREEMENT dated as of June 19, 2003 among David E. Tether, an individual, ("Seller") and Solomon Technologies, Inc., a Maryland corporation ("Buyer"). P R E A M B L E WHEREAS, Seller desires to sell to Buyer, and Buyer...Purchase Agreement • December 29th, 2004 • Solomon Technologies Inc • Motors & generators
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER ("Merger Agreement"), dated as of June 19, 2003, is between Solomon Technologies, Inc., a Maryland corporation (the "Company") and Solomon Technologies, Inc., a Delaware...Merger Agreement • September 19th, 2003 • Solomon Technologies Inc
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2007, among Solomon Technologies, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT SOLOMON TECHNOLOGIES, INC.Security Agreement • January 18th, 2007 • Solomon Technologies Inc • Motors & generators
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Solomon Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WITNESSETH:Memorandum of Understanding • September 19th, 2003 • Solomon Technologies Inc • Maryland
SOLOMON TECHNOLOGIES, INC. 1400 L & R INDUSTRIAL BOULEVARD TARPON SPRINGS, FLORIDA 34689 August 2, 2004 First Dunbar Securities Corporation 50 Congress Street Suite 632 Boston, MA 02109 Gentlemen: Solomon Technologies, Inc. (the "Company"), on the...Placement Agent Agreement • December 29th, 2004 • Solomon Technologies Inc • Motors & generators • Massachusetts
AGREEMENTManufacturing Agreement • September 19th, 2003 • Solomon Technologies Inc • Delaware
COMMON STOCK PURCHASE WARRANT SOLOMON TECHNOLOGIES, INC.Securities Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on __________________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Solomon Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2008 • Solomon Technologies Inc • Motors & generators • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2008, by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
This SECURITY AGREEMENT, dated as of August 30, 2007 (this “Agreement”), is among Solomon Technologies, Inc., a Delaware corporation (the “Company”), certain of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Debentures (as defined in the Purchase Agreement (as defined below)) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
SUBSIDIARY GUARANTEE, dated as of August 30, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of August 30, 2007, by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”) and the Purchasers.
WITNESSETH:Security Agreement • September 19th, 2003 • Solomon Technologies Inc • Maryland
Exhibit 10.3 CYTATION CORPORATION Consulting Agreement In consideration of the agreement of SOLOMON TECHNOLOGIES, INC. (the "Company") to retain CYTATION CORPORATION as an independent consultant ("Consultant") to provide the services set forth below...Consulting Agreement • September 19th, 2003 • Solomon Technologies Inc • Delaware
SECURITY AGREEMENTSecurity Agreement • January 18th, 2007 • Solomon Technologies Inc • Motors & generators • New York
This SECURITY AGREEMENT, dated as of January 17, 2007 (this “Agreement”), is among Solomon Technologies, Inc., a Delaware corporation (the “Company”), certain of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Variable Rate Self-Liquidating Senior Secured Convertible Debentures due March __, 2008 and issued on January __, 2007 in the original aggregate principal amount of up to $5,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
VARIABLE RATE SELF-LIQUIDATING SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 17, 2009Convertible Security Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
THIS VARIABLE RATE SELF-LIQUIDATING SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Self-Liquidating Senior Secured Convertible Debentures of Solomon Technologies, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1400 L&R Industrial Blvd., Tarpon Springs, Florida 34689, designated as its Variable Rate Self-Liquidating Senior Secured Convertible Debenture due April 17, 2009 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).
SOLOMON TECHNOLOGIES LOGO] DEALERSHIP AGREEMENT This DEALERSHIP Alliance Agreement (hereafter, "this Agreement") is made and entered into this 1st day of November, 2004 by and between Solomon Technologies, Inc. ("STI" or "the Supplier") a Delaware,...Dealership Agreement • December 29th, 2004 • Solomon Technologies Inc • Motors & generators • Florida
Solomon Technologies, Inc. August 15, 2008 Stock Option AgreementStock Option Agreement • August 18th, 2008 • Solomon Technologies Inc • Motors & generators • Delaware
Solomon Technologies, Inc., a Delaware corporation (the “Company”), hereby grants to Gary M. Laskowski (the “Optionee”) an option to purchase shares of its Common Stock, par value $0.001 per share (the “Common Stock”), subject to the following:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2008 • Solomon Technologies Inc • Motors & generators • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2008, by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXPLANATIONNon-Disclosure Agreement • September 19th, 2003 • Solomon Technologies Inc • Maryland
GUARANTY AGREEMENT (Corporacion Delinc, S.A. de C.V)Guaranty Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • Massachusetts
THIS GUARANTY AGREEMENT (the “Guaranty”) is entered into this 5th day of September, 2007, by CORPORACION DELINC, S.A. de C.V, with a place of business at Lot 1, Parque Industrial Maquilpark, Reynosa, Tamaulipas, MEXCIO (the “Guarantor”), in favor and for the benefit of JMC VENTURE PARTNERS LLC, with a place of business at 2 Oliver Street, Boston, Massachusetts (the “Lender”).
ContractEmployment Agreement • August 18th, 2008 • Solomon Technologies Inc • Motors & generators • Connecticut
THIS 2008 AMENDED EMPLOYMENT AGREEMENT AND PLAN (“Agreement”) made and entered into effective as of July 1, 2008 by and between Solomon Technologies, Inc. (the “Company”), a Delaware corporation located at 14 Commerce Drive, Danbury , CT 06810, and Gary M. Laskowski (the “Employee”).
ContractEmployment Agreement • April 15th, 2008 • Solomon Technologies Inc • Motors & generators • Connecticut
THIS 2008 EMPLOYMENT AGREEMENT AND PLAN (“Agreement and Plan”) made and entered into as of January 15, 2008 by and between Solomon Technologies, Inc. (the “Company”), a Delaware corporation located at 1224 Mill Street, Bldg. B, East Berlin, CT 06023, and Michael A. D’Amelio (the “Employee”).
TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENTTransfer, Assignment and Assumption Agreement • May 10th, 2006 • Solomon Technologies Inc • Motors & generators • New York
THIS TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2006 (the “Effective Date”) by and among Woodlaken LLC (“Seller”) and Pascal Partners, LLC (the “Purchaser).
ESCROW AGREEMENTEscrow Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
This ESCROW AGREEMENT is made and entered in on August 10, 2007 (this “Escrow Agreement”) by SOLOMON TECHNOLOGIES, INC. (the “Company”), the PURCHASERS (as defined below) and DAVIS & GILBERT LLP, as escrow agent (“Escrow Agent”).
AGREEMENTSenior Secured Promissory Note Agreement • November 14th, 2005 • Solomon Technologies Inc • Motors & generators • New York
AGREEMENT (this “Agreement”) dated as of October 26, 2005 by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”), Woodlaken LLC (“Woodlaken”), Jezebel Management Corporation (“Jezebel”), Pinetree (Barbados) Inc. (“Pinetree”) and Coady Family LLC (“Coady”, and, together with Woodlaken, Jezebel and Pinetree, the “Investors”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2007 • Solomon Technologies Inc • Motors & generators
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”), dated August 17, 2007, by and among Solomon Technologies, Inc. (“STI”), Power Designs, Inc. (“PDI”) and Integrated Power Systems LLC (“IPS”), amends that certain Securities Purchase Agreement, dated as of August 17, 2006, by and among STI, IPS, PDI, and such other parties as listed therein (the “Purchase Agreement”) solely with respect to the rights and obligations of STI, PDI and IPS.
SOLOMON TECHNOLOGIES, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • May 9th, 2007 • Solomon Technologies Inc • Motors & generators • Delaware
This Stock Restriction Agreement (“Agreement”) is made and entered into as of February 5, 2007 (“Employment Date”), by and between Solomon Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned individual, who is or is to become an employee, consultant, officer and/or director of the Company (the “Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2007 • Solomon Technologies Inc • Motors & generators • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2007 among Solomon Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
GENERAL RELEASE OF ALL CLAIMSGeneral Release of All Claims • May 14th, 2004 • Solomon Technologies Inc • Motors & generators • Delaware
THIS GENERAL RELEASE OF ALL CLAIMS is entered into as of the 30th day of April, 2004, by and among Pinetree (Barbados) Inc., a corporation formed under the laws of Barbados (“Pinetree”), on the one hand, and Solomon Technologies, Inc., a Delaware corporation (“Solomon”), and Town Creek Industries, Inc., a Maryland corporation and wholly owned subsidiary of Solomon (“TCI”), on the other hand.
AGREEMENTSenior Secured Promissory Note Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
AGREEMENT (this “Agreement”) dated as of September 18, 2007 by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”), Woodlaken LLC (“Woodlaken”), Jezebel Management Corporation (“Jezebel”), Pinetree (Barbados) Inc. (“Pinetree”), Coady Family LLC (“Coady”), F. Jay Leonard (“Leonard”), Peter and Barbara Carpenter (“Carpenter”), Pascal Partners, LLC (“Pascal”), Steven Kilponen (“Kilponen”), Millennium Trust Company LLC Custodian FBO Joseph Cooper Rollover IRA 90M020013 (“Cooper”) and Millennium Trust Company LLC Custodian FBO Steven Kilponen IRA Rollover Account #90N727012 (“Kilponen IRA,” and together with Woodlaken, Jezebel, Pinetree, Coady, Leonard, Carpenter, Pascal Kilponen and Cooper, the “Investors”).
JOINDER AGREEMENTJoinder Agreement • August 14th, 2006 • Solomon Technologies Inc • Motors & generators
Joinder Agreement, dated as of the 13th day of June, 2006, by and between Solomon Technologies, Inc., a Delaware corporation (the “Debtor”), and the undersigned (the “Investor”).
JOINDER AGREEMENTJoinder Agreement • June 10th, 2005 • Solomon Technologies Inc • Motors & generators
Joinder Agreement, dated as of the 25th day of May, 2005, by and between Solomon Technologies, Inc., a Delaware corporation (the “Debtor”), and the undersigned (the “Investor”).
JOINDER AGREEMENTJoinder Agreement • March 31st, 2006 • Solomon Technologies Inc • Motors & generators
Joinder Agreement, dated as of the 20th day of March, 2006, by and between Solomon Technologies, Inc., a Delaware corporation (the “Debtor”), and the undersigned (the “Investor”).
AMENDMENT No. 1 TO CONSULTING AGREEMENT AMENDMENT NO. 1, dated as of October 20, 2004, to the Consulting Agreement by and between Solomon Technologies, Inc., a Delaware corporation ("Solomon"), and Cytation Corporation ("Cytation"). Capitalized terms...Consulting Agreement • December 29th, 2004 • Solomon Technologies Inc • Motors & generators
CITIZENS BANK OF MASSACHUSETTS LOAN AND SECURITY AGREEMENT WITH TECHNIPOWER LLC May 3, 2006Loan and Security Agreement • October 27th, 2006 • Solomon Technologies Inc • Motors & generators • Massachusetts
PREAMBLE. This Loan and Security Agreement is made as of the date set forth above between TECHNIPOWER LLC, a Delaware limited liability company with a mailing address of 14 Commerce Drive, Danbury, CT 06810 (“Borrower”) and CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank having an address of 28 State Street, Boston, Massachusetts 02109 (“Bank”). Borrower has requested that Bank make available to it a revolving line of credit for Borrower’s general working capital uses and Bank has agreed to make such credit facilities available, but only on the terms and conditions set forth herein.
