AGREEMENT
Exhibit
10.4
AGREEMENT
AGREEMENT
(this
“Agreement”)
dated
as of June 30, 2006 by and among Solomon Technologies, Inc., a
Delaware corporation (the “Company”),
Woodlaken LLC (“Woodlaken”),
Jezebel Management Corporation (“Jezebel”),
Pinetree (Barbados) Inc. (“Pinetree”),
Xxxxx
Family LLC (“Xxxxx”),
F.
Xxx Xxxxxxx (“Xxxxxxx”),
Xxxxx
and Xxxxxxx Xxxxxxxxx (“Xxxxxxxxx”),
Pascal Partners, LLC (“Pascal”)
and
Xxxxxx Xxxxxxxx (“Xxxxxxxx”
and
together with Woodlaken, Jezebel, Pinetree, Xxxxx, Xxxxxxx, Xxxxxxxxx and
Pascal, the “Investors”).
WITNESSETH:
WHEREAS,
the
Company has sold $1,472,000 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 June 30, 2006;
WHEREAS,
the
Investors and the Company now wish to amend the Notes to extend their maturity
date to January 15, 2007;
and
WHEREAS,
in
consideration of the Investors’ willingness to extend the maturity of the Notes,
the Company intends to issue to each of the Investors shares of common stock
of
the Company, par value $.001 per share (“Common
Stock”),
in an
amount equal to 35,000 shares for each $100,000 in principal amount of Notes,
or
fraction thereof, held by such Investor.
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 Notes is hereby amended by striking the maturity date of June 30, 2006
and
substituting therefor a new maturity date of January 15, 2007.
1.2. Full
Force and Effect.
Except
as amended hereby, the terms of the Notes, as previously amended, remain in
full
force and effect.
2. Issuance
of Common Stock.
Promptly upon execution of this Agreement by the Investors, and in consideration
thereof, and upon receipt by the Company of investment representation
certificates and accredited investor questionnaires from those Investors who
have not previously provided copies of such documents to the Company, the
Company shall cause its transfer agent to issue new shares of Common Stock
to
each of the Investors in an amount equal to 35,000 shares of Common Stock for
each $100,000 in principal amount of Notes, or fraction thereof, held by such
Investor.
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.
[Signatures
appear on following pages]
2
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.
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| |
|
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| By: | /s/ Xxxxx X. XxXxxxxxx, Xx. | |
|
Name: Xxxxx X. XxXxxxxxx, Xx.
Title:
President
|
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WOODLAKEN
LLC
|
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| |
|
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| By: | /s/ Xxxx X. Xxxxxxxxx | |
|
Name:
Xxxx X. Xxxxxxxxx
Title:
Manager
|
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JEZEBEL
MANAGEMENT CORPORATION
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| |
|
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| By: | /s/ Xxxxxxx X. X’Xxxxxx | |
|
Name:
Xxxxxxx X. X’Xxxxxx
Title:
President
|
||
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PINETREE
(BARBADOS) INC.
|
||
| |
|
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| By: | /s/ J. Xxxxxx Xxxxxx | |
|
Name:
J. Xxxxxx Xxxxxx
Title:
President
|
||
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XXXXX
FAMILY LLC
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| |
|
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| By: | /s/ Xxxxxxx X. Xxxxx | |
|
Name:
Xxxxxxx
X. Xxxxx
Title:
Manager
|
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3
| /s/ F. Xxx Xxxxxxx | ||
|
F.
Xxx Xxxxxxx
|
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| /s/ Xxxxx Xxxxxxxxx | ||
|
Xxxxx
Xxxxxxxxx
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| /s/ Xxxxxxx Xxxxxxxxx | ||
|
Xxxxxxx
Xxxxxxxxx
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PASCAL
PARTNERS, LLC
|
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| |
|
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| By: | /s/ Xxxx Xxxxxxxxx | |
|
Name:
Xxxx
Xxxxxxxxx
Title:
Managing Member
|
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| /s/ Xxxxxx Xxxxxxxx | ||
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Xxxxxx
Xxxxxxxx
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4
SCHEDULE
1
Senior
Notes
|
Name
of Investor
|
Date
Issued
|
Principal
Amount
|
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Woodlaken
LLC
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March
7, 2005
|
$
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40,000.00
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||||
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Jezebel
Management Corporation
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March
16, 2005
|
$
|
100,000.00
|
||||
|
Pinetree
(Barbados) Inc.
|
April
1, 2005
|
|
$
|
50,000.00
|
|||
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Woodlaken
LLC
|
April
1, 2005
|
|
$
|
10,000.00
|
|||
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Jezebel
Management Corporation
|
April
18, 2005
|
$
|
75,000.00
|
||||
|
Xxxxx
Family LLC
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May
25, 2005
|
$
|
100,000.00
|
||||
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Jezebel
Management Corporation
|
July
8, 2005
|
$
|
75,000.00
|
||||
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Jezebel
Management Corporation
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August
16, 2005
|
$
|
150,000.00
|
||||
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Jezebel
Management Corporation
|
September
15, 2005
|
$
|
150,000.00
|
||||
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Jezebel
Management Corporation
|
November
18, 2005
|
$
|
100,000.00
|
||||
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Pinetree
(Barbados) Inc.
|
November
18, 2005
|
$
|
100,000.00
|
||||
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F.
Xxx Xxxxxxx
|
March
20, 2006
|
$
|
25,000.00
|
||||
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Woodlaken
LLC
|
March
31, 2006
|
$
|
72,000.00
|
||||
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Xxxxx
and Xxxxxxx Xxxxxxxxx
|
April
7, 2006
|
$
|
100,000.00
|
||||
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Pascal
Partners, LLC
|
April
10, 2006
|
$
|
100,000.00
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||||
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Xxxxx
Family LLC
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May
23, 2006
|
$
|
200,000.00
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||||
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Xxxxxx
Xxxxxxxx
|
June
13, 2006
|
|
$
|
25,000.00
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5
