PURCHASE AGREEMENT
PURCHASE AGREEMENT dated as of June 19, 2003 among Xxxxx X. 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 desires to purchase
from Seller, certain intellectual property rights of Seller on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the covenants made
herein and of the mutual benefits to be derived herefrom, the parties hereto,
intending to be legally bound, agree as follows:
1. Sale and Purchase of the Assets. Seller hereby transfers, conveys,
assigns and delivers to Buyer, and Buyer hereby purchases from Seller, all of
the Proprietary Rights. The term "Proprietary Rights" shall mean all of Seller's
right, title and interest of Seller in the intellectual property rights commonly
known as: Transaxle Controller; Electric Wheel Powered Bicycle; Unitary Ring and
Sun Gear Element; Regenerative Feedback; and Electric Wheel Motor Constructed
with Mush Winding Technique, including all patent, patent applications, patent
disclosures and inventions, and any and all other intellectual property rights
of Seller necessary or desirable for use in the business of Buyer as currently
engaged or as proposed to be engaged (whether or not patentable and whether or
not reduced to practice) and any reissues, continuations, continuations-in-part,
revisions, extensions or reexaminations thereof. Seller hereby conveys to Buyer
all of Seller's right, title and interest in and to the Proprietary Rights free
and clear of any lien, claim, security interest, charge, mortgage, pledge or
encumbrance of any kind, whether matured or unmatured.
2. Purchase Price and Payment. The purchase price (the "Purchase Price")
to be paid by Buyer for the Proprietary Rights shall be Two Million (2,000,000)
shares (the "Shares') of the Corporation's common stock, par value $0.05 per
share. The Purchase Price shall be allocated as the parties so determine. Seller
and Buyer further agree to file all income tax returns or reports, including,
without limitation, IRS Form 8594, and to reflect the allocation of Purchase
Price described above on any such return or report and agree not to take any
position inconsistent therewith before any governmental agency charged with the
collection of any tax or in any judicial proceeding.
3. Representations of Seller. Seller hereby represents to Buyer as
follows:
(a) Seller is acquiring the Shares for investment for such
Seller's own account and not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof,
and Seller has no present intention of selling, granting any
participation in, or otherwise distributing the same. Seller
further represents that he does not have any contract,
undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third
person, with respect to any of the Shares.
(b) Seller understands that the Shares are not registered
under the Securities Act of 1933, As amended (the "Securities
Act') on the ground that the sale and the issuance of
securities hereunder is exempt from registration under the
Securities Act pursuant to Section 4(2) thereof, and that the
Company's reliance on such exemption is predicated on such
Seller's representations set forth herein.
(c) Seller is an "accredited investor" as that term is defined
in Rule 501(a) of Regulation D under the Securities Act.
(d) Seller understands that the Shares may not be sold,
transferred, or otherwise disposed of without registration
under the Securities Act or an exemption there from, and that
in the absence of an effective registration statement covering
the Shares or any available exemption from registration under
the Securities Act, the Shares must be held indefinitely.
Seller understands that an appropriate legend will be affixed
to the certificate evidencing the Shares reflecting the
foregoing.
4. Further Assurances. Each of Seller and Buyer shall cooperate and take
such actions, and execute all such further instruments and documents, as either
may reasonably request in order to convey title to the Proprietary Rights to
Buyer and to otherwise effectuate the terms and purposes of this Agreement.
5. Entire Agreement. This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
Seller:
/s/ Xxxxx Tether
-------------------------------------
Name: Xxxxx X. Tether
Buyer:
Solomon Technologies, Inc.
By: /s/ X. Xxxxxxx Xxxxx XX
---------------------------------
Name: X. Xxxxxxx Xxxxx XX
Title: Chief Financial Officer
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PATENT ASSIGNMENT
ASSIGNMENT OF U.S. PATENTS
WHEREAS, Xxxxx X. Tether, a United States citizen, residing at [address]
("Assignor"), is the owner of the patents identified in the accompanying
Schedule of Patents (the "Patents"):
WHEREAS, Solomon Technologies, Inc., a Maryland corporation, located at
0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 ("Assignee"), desires to obtain
all rights in and to the Patents;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby sells, transfers,
conveys and assigns to Assignee, all of Assignor's right, title and interest
throughout the world in and to the Patents, all registrations and applications,
if any, therefor, and the right to recover for past infringement.
IN WITNESS WHEREOF, Assignor has caused this document to be executed as of
the 19th day of June, 2003.
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Name: Xxxxx X. Tether
State of New York )
) SS:
County of New York )
Before me personally appeared said Xxxxx X. Tether and acknowledged the
foregoing instrument to be his free act and deed this 19th day of June, 2003.
----------------------
Notary Public
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SCHEDULE OF PATENTS
U.S. ISSUED PATENTS
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PATENT NO. TITLE ISSUE DATE INVENTOR
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U.S. PATENT APPLICATIONS
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SERIAL NO. TITLE FILING DATE INVENTOR
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