AGREEMENT
Exhibit
10.5
AGREEMENT
AGREEMENT
(this
“Agreement”)
dated
as of September 15, 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 sold $600,000 aggregate principal amount of Senior Secured Promissory
Notes to the Investors in the amounts set forth on Schedule 1 (the “Notes”);
and
WHEREAS,
the
Company and the Investors now wish to amend the Notes to extend their maturity
until November 1, 2005.
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 Date.
Each of
the outstanding Notes is hereby amended by striking the maturity date of
October
1, 2005 and substituting therefor a new maturity date of November 1,
2005.
1.2. Full
Force and Effect.
Except
as amended hereby, the terms of the Notes remain in full force and
effect.
|
2.
|
MISCELLANEOUS. |
2.1. 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.
2.2. 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.
IN
WITNESS WHEREOF,
the
undersigned have hereunto set their hands to this Agreement as of the day
and
year first above written.
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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 | ||
2
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
|
