AGREEMENT
AGREEMENT
AGREEMENT
(this
“Agreement”)
dated
as of December 31, 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”),
Xxxxxx Xxxxxxxx (“Xxxxxxxx”)
and
Millennium Trust Co. LLC Custodian FBO Xxxxxx Xxxxxx Rollover XXX 00X000000
(“Xxxxxx,”
and
together with Woodlaken, Jezebel, Pinetree, Xxxxx, Xxxxxxx, Xxxxxxxxx, Xxxxxx
and Xxxxxxxx, the “Investors”).
W
I
T
N
E
S
S
E
T
H:
WHEREAS,
the
Company has sold $1,712,085 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 January 15, 2007;
WHEREAS,
the
Investors and the Company now wish to amend the Notes to extend their maturity
date to September 30, 2007;
and
WHEREAS,
in
consideration of each Investor’s willingness to extend the maturity of the
Notes, the Company intends to compensate each of the Investors, at the
Investor’s option, by either (i) issuing shares of common stock of the Company,
par value $.001 per share (“Common
Stock”),
in an
amount equal to 10,000 shares for each $100,000 in principal amount of Notes,
or
fraction thereof, held by such Investor or (ii) paying such Investor an amount
in cash equal to 5% of the principal amount of Notes, or fraction thereof,
held
by such Investor in lieu of such shares.
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 January 15, 2007
and substituting therefor a new maturity date of September 30,
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, at each Investor’s option, (i) cause its transfer agent to issue
new shares of Common Stock to such Investor in an amount equal to 10,000 shares
of Common Stock for each $100,000 in principal amount of Notes, or fraction
thereof, held by such Investor, or (ii) pay an amount in cash equal to 5% of
the
principal amount of Notes, or fraction thereof, held by such Investor in lieu
of
such shares.
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.
|
COMPANY:
SOLOMON
TECHNOLOGIES, INC.
By:
Name:
Xxxxx X. XxXxxxxxx, Xx.
Title:
President
WOODLAKEN
LLC
By:
Name:
Xxxx X. Xxxxxxxxx
Title:
Manager
JEZEBEL
MANAGEMENT CORPORATION
By:
Name:
Xxxxxxx X. X’Xxxxxx
Title:
President
PINETREE
(BARBADOS) INC.
By:
Name:
J. Xxxxxx Xxxxxx
Title:
President
XXXXX
FAMILY LLC
By:
Name:
Xxxxxxx
X. Xxxxx
Title:
Manager
|
3
|
F.
Xxx Xxxxxxx
Xxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
PASCAL
PARTNERS, LLC
By:
Name:
Xxxx
Xxxxxxxxx
Title:
Managing Member
Xxxxxx
Xxxxxxxx
Millennium
Trust Co. LLC Custodian
FBO
Xxxxxx Xxxxxx Rollover XXX 00X000000
By:
Name:
Title:
|
4
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
|
||||
|
Jezebel
Management Corporation
|
September
15, 2005
|
$
|
150,000.00
|
||||
|
Jezebel
Management Corporation
|
November
18, 2005
|
$
|
100,000.00
|
||||
|
Pinetree
(Barbados) Inc.
|
November
18, 2005
|
$
|
100,000.00
|
||||
|
F.
Xxx Xxxxxxx
|
March
20, 2006
|
$
|
25,000.00
|
||||
|
Woodlaken
LLC
|
March
31, 2006
|
$
|
72,000.00
|
||||
|
Xxxxx
and Xxxxxxx Xxxxxxxxx
|
April
7, 2006
|
$
|
100,000.00
|
||||
|
Pascal
Partners, LLC
|
April
10, 2006
|
$
|
100,000.00
|
||||
|
Xxxxx
Family LLC
|
May
23, 2006
|
$
|
200,000.00
|
||||
|
Xxxxxx
Xxxxxxxx
|
June
13, 2006
|
$
|
25,000.00
|
||||
|
Millennium
Trust Co. LLC Custodian FBO Xxxxxx Xxxxxx Rollover XXX
00X000000
|
July
3, 2006
|
$
|
100,000.00
|
||||
|
F.
Xxx Xxxxxxx
|
October
13, 2006
|
$
|
25,000.00
|
||||
|
Millennium
Trust Co. LLC Custodian FBO Xxxxxx Xxxxxx Rollover XXX
00X000000
|
October
13, 2006
|
$
|
85,000.00
|
||||
|
[Xxxxxx
Xxxxxxxx
|
October
31, 2006
|
$
|
30,085.00
|
] | |||
|
Total
|
$
|
1,712,085.00
|
|||||
5
