AGREEMENT
Exhibit
10.7
AGREEMENT
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
Xxxxx Family LLC (“Xxxxx”,
and,
together with Woodlaken, Jezebel and Pinetree, the “Investors”).
W I T N E S S E T H:
WHEREAS,
the
Company has sold $750,000 aggregate principal amount of Senior Secured
Promissory Notes to the Investors in the amounts set forth on Schedule 1
(the
“Notes”);
WHEREAS,
the
maturity date of each of the Notes is November 1, 2005, as set forth on the
face
of each Note or, with respect to the Notes originally issued before September
15, 2005, as set forth in an agreement between the Company and the holders
of
such Notes dated as of September 15, 2005;
WHEREAS,
the
Company and the Investors now wish to amend the Notes to extend their maturity
until December 1, 2005;
WHEREAS,
Company
has authorized the sale of up to an additional $500,000.00 of Senior Secured
Promissory Notes (the “Additional
Notes”);
and
WHEREAS,
the
Investors and the Company now wish to amend that certain Security Agreement
dated as of March 16, 2005 by and between the Company and the Investors (the
“Security
Agreement”)
to
provide that
the
Additional Notes, when issued, will be entitled to share in the security
interest in the Company’s assets provided by such agreement on a pari
passu
basis
with the holders of the Notes.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to
be legally bound, hereby agree as follows:
1.
AMENDMENT
OF NOTES.
1.1. Extension
of Maturity Dates.
Each of
the outstanding Notes is hereby amended by striking the maturity date of
November 1, 2005 and substituting therefor a new maturity date of December
1,
2005.
1.2 Additional
Notes Pari
Passu.
Each of
the outstanding Notes is hereby amended to provide that each of the Additional
Notes, when issued and sold, shall be payable pari
passu
with the
outstanding Notes.
1.3 Full
Force and Effect.
Except
as amended hereby, the terms of the Notes remain in full force and
effect.
2.
AMENDMENT
OF SECURITY AGREEMENT.
2.1 Security
Agreement. Section
20 of the Security Agreement is hereby deleted and replaced in its entirety
with
the following:
Section
20. Additional
Secured Parties.
The
Debtor, Woodlaken, Jezebel, Pinetree (Barbados), Inc. (“Pinetree”) and Xxxxx
Family LLC (“Xxxxx”) acknowledge that the Debtor may sell up to an additional
$1,000,000 aggregate principal amount of promissory notes having substantially
the same terms as the Notes (for a maximum aggregate principal amount of
$1,250,000) and such parties, and all persons who become Secured Parties
after
the date hereof, agree that upon the sale of a promissory note and the execution
of a joinder agreement in the form of Schedule
B
hereto
by the purchaser thereof, (i) such purchaser shall be deemed a “Secured Party”
hereunder and (ii) Schedule
A
hereto
shall be amended to include all relevant information pertaining to such
purchaser and the Note purchased by him, her or it. Schedule
A
as so
amended shall be initialed or signed by the President of the
Debtor.
3.
MISCELLANEOUS.
3.1. Law
Applicable.
This
Agreement shall be governed by and construed pursuant to the laws of the
State
of New York, without giving effect to conflicts of laws principles.
3.2 Counterparts.
This
Agreement may be executed in counterparts, each of which shall be an original,
but all of which together shall constitute one and the same instrument and
it
shall not be necessary in making proof of this Agreement to account for all
such
counterparts.
Remainder
of Page Intentionally Left Blank
2
IN
WITNESS WHEREOF,
the
undersigned have hereunto set their hands to this Agreement as of the day
and
year first above written.
| COMPANY: | ||
| SOLOMON TECHNOLOGIES, INC. | ||
| |
|
|
| By: | /s/ Xxxxx X. XxXxxxxxx, Xx. | |
|
Name: Xxxxx X. XxXxxxxxx, Xx. |
||
| Title: President | ||
| WOODLAKEN LLC | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxxxxxx | |
|
Name: Xxxx X. Xxxxxxxxx |
||
| Title: Manager | ||
| JEZEBEL MANAGEMENT CORPORATION | ||
| |
|
|
| By: | /s/ Xxxxxxx X. X’Xxxxxx | |
|
Name: Xxxxxxx X. X’Xxxxxx |
||
| Title: President | ||
| PINETREE (BARBADOS) INC. | ||
| |
|
|
| By: | /s/ J. Xxxxxx Xxxxxx | |
|
Name: J. Xxxxxx Xxxxxx |
||
| Title: President | ||
| XXXXX FAMILY LLC | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxx | |
|
Name: Xxxxxxx X. Xxxxx |
||
| Title: Manager | ||
3
SCHEDULE
1
Senior
Notes
|
Name
of Investor
|
Date
Issued
|
Principal
Amount
|
|
|
Woodlaken
LLC
|
March
7, 2005
|
$
|
40,000.00
|
|
Jezebel
Management Corporation
|
March
16, 2005
|
$
|
100,000.00
|
|
Pinetree
(Barbados) Inc.
|
April
1, 2005
|
$
|
50,000.00
|
|
Woodlaken
LLC
|
April
1, 2005
|
$
|
10,000.00
|
|
Jezebel
Management Corporation
|
April
18, 2005
|
$
|
75,000.00
|
|
Xxxxx
Family LLC
|
May
25, 2005
|
$
|
100,000.00
|
|
Jezebel
Management Corporation
|
July
8, 2005
|
$
|
75,000.00
|
|
Jezebel
Management Corporation
|
August
16, 2005
|
$
|
150,000.00
|
|
Jezebel
Management Corporation
|
September
15, 2005
|
$
|
150,000.00
|
