TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit
99.2
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).
WHEREAS,
Seller is the record and beneficial owner of a promissory note (the “Note”)
issued by Solomon Technologies, Inc. (the “Company”) on April 6, 2006 in the
principal amount of $50,000.00;
WHEREAS,
Seller wishes to transfer, assign, sell and deliver to Purchaser and Purchaser
wishes to purchase from Seller his right, title and interest in and to the
Note,
in consideration of a purchase price in the amount of Fifty Thousand Dollars
($50,000.00) (the “Purchase Price”), upon the terms and conditions of this
Agreement; and
WHEREAS,
Purchaser desires to be bound by the terms and conditions of the Security
Agreement (as defined below) and receive all transferable rights with respect
to
the Note.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by each of the parties,
and
intending to be legally bound, the parties hereto hereby agree as
follows:
1. Transfer
of Note.
Upon
receipt by Seller of the Purchase Price, Seller shall sell, transfer, assign,
convey and deliver to the Purchaser and Purchaser shall purchase, accept
and
acquire from Seller, all of its right, title and interest in the Note, including
any rights permitted to be transferred with respect to such Note pursuant
to the
Amended
and Restated Security Agreement, dated as of March 16, 2005, by and among
the
Company, Seller, Jezebel Management Corporation and the other investors listed
on Schedule
A
thereto
(the
“Security Agreement”). Seller and Purchaser acknowledge that any interest that
has accrued under the Note through the date this Agreement shall remain the
property of Seller and any interest that shall accrue under the Note after
the
date of this Agreement shall be the property of Purchaser.
2. Purchase
Price.
The
Purchase Price shall be paid by Purchaser to Seller by wire transfer or
certified check of immediately available funds upon execution and delivery
of
this Agreement.
3. Assumption.
Purchaser hereby assumes all of the obligations and commitments of Seller
with
respect to the Note accruing on or after the Effective Date. Purchaser further
agrees to be bound by the terms and conditions of the Security Agreement.
4. Further
Acts.
Each of
Seller and Purchaser agrees to execute in his respective capacity as a Seller
or
Purchaser any further agreements or instruments or perform any acts as required
by the Company or otherwise that are or may become reasonably necessary to
carry
out the intent of this Agreement, including, without limitation, execution
of
any documents required by the Note and the Security Agreement to complete
the
foregoing transfer and the cancellation and reissuance of certificates
representing the Note.
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5. Instruments
of Transfer.
(a) Seller’s
Deliverables.
Upon
receipt of the Purchase Price by Seller, Seller shall deliver the following
documentation to Purchaser:
(i) a
certificate representing the Note purchased by the Purchaser; and
(ii) such
other instrument or instruments of transfer, in such form, as shall be necessary
or appropriate to vest in Purchaser good and marketable title to the Note,
including a letter from Seller to the Company instructing the Company to
issue a
new promissory note with the same terms as the Note but payable to the order
of
the Purchaser.
(b) Purchaser’s
Deliverables.
Contemporaneously with its receipt of the Note from Seller, Purchaser shall
deliver to Seller full payment of the Purchase Price.
6. Representations
and Warranties.
(a)
Seller
and Purchaser hereby each represents and warrants to the other as
follows:
(i) Each
has
the full legal right, power and authority to enter into this Agreement and
to
consummate all of the transactions contemplated herein.
(ii) This
Agreement when executed and delivered by each of Seller and Purchaser
constitutes the valid and binding obligation of each of Seller and Purchaser
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, moratorium and other similar laws affecting
creditors’ rights generally and by general principles of equity, whether
considered in a proceeding at law or in equity.
(iii) The
execution, delivery and performance of this Agreement by Seller or Purchaser
does not and will not conflict with, result in any breach of any provision
of or
constitute a default under any agreement, obligation or other instrument
to
which Seller or Purchaser is a party or by which Seller or Purchaser is
bound.
(b)
Seller hereby represents and warrants to Purchaser that Seller is the record
and
beneficial owner of the Note, free and clear of all liens, pledges,
encumbrances, restrictions and claims of any kind and upon the execution
and
delivery of this Agreement by the parties and the performance of their
respective obligations hereunder, the Note shall be delivered to Purchaser
free
of any such liens or encumbrances.
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(c)
Purchaser hereby represents and warrants to Seller as follows:
(i) Purchaser
is acquiring the Note for its own account (and not for the account of others)
and not with a view to its redistribution or resale within the meaning of
Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities
Act”).
(ii) Purchaser
is an “accredited investor” within the meaning of Section 2(a)(15) of the
Securities Act and 501(a) thereunder the Securities Act and is not relying
upon
Seller for knowledge or information regarding the Company or the transactions
described in this Agreement.
(iii) Purchaser
understands that it may not sell or otherwise dispose of the Note (i) except
as
permitted by the Note and (ii) in the absence of either a registration statement
under the Securities Act or an exemption from the registration provisions
of the
Securities Act.
7. Legends.
It is
understood that the certificate evidencing the Note may bear one or more
legends
as required by the Note.
8. Governing
Law.
This
Agreement shall be governed by and construed under the laws of the State
of New
York, without giving effect to its conflicts of laws
principles.
9. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the
same
instrument.
Remainder
of this page left intentionally blank
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
SELLER:
WOODLAKEN
LLC
By:
/s/
Xxxx X. Xxxxxxxxx
Name:
Xxxx X. Xxxxxxxxx
Title:
Manager
PURCHASER:
PASCAL
PARTNERS, LLC
By:
/s/
Xxxx Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
Managing Member
ACKNOWLEDGED:
SOLOMON
TECHNOLOGIES, INC.
By:
/s/
Xxxxx X. XxXxxxxxx, Xx.
Name: Xxxxx X. XxXxxxxxx, Xx.
Title:
President
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