AMENDMENT TO SECURITIES PURCHASE AGREEMENT
AMENDMENT
TO
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.
IPS
and
PDI had previously agreed to a one year lockup with respect to their
stockholdings in STI, expiring in mid January 2008. IPS and PDI have agreed
to
extend the lockup; provided that STI modifies the calculation of the Stock
Payment Adjustment contained in the Purchase Agreement.
The
parties therefore wish to amend the Purchase Agreement as set forth
below.
Capitalized
terms not defined herein have the meanings assigned to those terms in the
Purchase Agreement.
NOW
THEREFORE,
for
good and valuable consideration, the parties hereby agree as
follows:
1. Amendment.
The
Purchase Agreement is hereby amended, but only in relation to the rights of
PDI
and IPS and obligations of STI, by deleting Section 2.3(i) in its entirety
and
replacing it with the following:
| (i) |
issue
additional shares of STI Common Stock (the “Additional Shares”) equal to
the number determined by (x) multiplying (1) the Closing Stock Price
by
(2) the number of Retained Shares, then (y) dividing the result in
(x) by
the lower of the Post-Closing Stock Price or $0.35 and (z) subtracting
from such amount the number of Retained Shares;.
|
2. Affirmation.
Except
as expressly modified hereby, all terms and conditions of the Purchase Agreement
and any ancillary documents attached as exhibits to the Purchase Agreement
shall
remain in full force and effect and are hereby ratified and confirmed by the
parties signatory thereto.
3. No
Effect as to Other Sellers.
This
Amendment shall not amend or otherwise effect the terms of the Purchase
Agreement with respect to any of the Sellers (as defined in the Purchase
Agreement), except for PDI and IPS.
3. Execution. This
Amendment may be executed in any number of counterparts, each of which when
so
executed and delivered, whether by hand, electronic mail or facsimile, shall
be
deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same instrument.
{Signature
Page Follows}
1
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement, on the day and year first above
written.
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SOLOMON
TECHNOLOGIES, INC.
By:/s/
Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
Title:
Chief Executive Officer
POWER
DESIGNS, INC.
By:/s/
Xxxxxxx X. Xxxxxx,
XX
Name:
Xxxxxxx X. Xxxxxx, XX
Its:
President
INTEGRATED
POWER SYSTEMS LLC
By:/s/
Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Its:
Manager
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