ESCROW AGREEMENT by and among SOLOMON TECHNOLOGIES, INC. INTEGRATED POWER SYSTEMS LLC, as Sellers’ Representative under the Securities Purchase Agreement and PEPE & HAZARD LLP (as Escrow Agent)
Exhibit
10.43
by
and
among
SOLOMON
TECHNOLOGIES, INC.
INTEGRATED
POWER SYSTEMS LLC,
as
Sellers’ Representative
under
the Securities Purchase Agreement
and
PEPE
& HAZARD LLP
(as
Escrow Agent)
Dated
as
of August 17, 2006
ESCROW
AGREEMENT (the
“Agreement”)
dated
as of August 17, 2006 by and among SOLOMON
TECHNOLOGIES, INC.,
a
Delaware corporation (“Solomon”),
INTEGRATED
POWER SYSTEMS LLC, a
Delaware limited liability company (the “Seller’s Representative”), in its
capacity as Sellers’ Representative under the Securities Purchase Agreement (as
defined below), and PEPE
& HAZARD LLP
(the
“Escrow
Agent”);
capitalized terms used herein and not otherwise defined herein shall have the
meaning ascribed to such terms in the Securities Purchase Agreement (as defined
below).
WITNESSETH
:
WHEREAS,
concurrently with the execution and delivery of this Agreement, Solomon,
Technipower LLC (“Technipower”)
and
the holders of equity securities of Technipower (the “Sellers”),
have
executed and delivered a Securities Purchase Agreement, dated as of the date
hereof (the “Securities
Purchase Agreement”),
pursuant to which the Sellers are selling, and Solomon is purchasing, 100%
of
the issued and outstanding membership interests and warrants to acquire
membership interests in Technipower, upon the terms and subject to the
conditions set forth therein;
WHEREAS,
the
Securities Purchase Agreement requires as a condition to closing that the
parties enter into this Agreement and that Solomon deposit a portion of the
purchase price paid for Purchased Interests and the Purchased Warrants with
the
Escrow Agent in order to provide a fund for indemnity payments that the Sellers
may become obligated to make in accordance with Article VIII of the Securities
Purchase Agreement; and
WHEREAS,
the
Sellers’ Representative is empowered to act on behalf of the Sellers pursuant
to, and in accordance with, Section 9.15 of the Securities Purchase
Agreement.
NOW,
THEREFORE,
in
consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
1. Appointment
and Acceptance.
The
parties hereto (except the Escrow Agent) hereby appoint the Escrow Agent as
escrow agent for the purposes and upon the terms and conditions hereinafter
set
forth. The Escrow Agent hereby accepts such appointment and agrees to act as
escrow agent hereunder and to hold and dispose of the Escrow Fund (as defined
in
Section 2 below) received by it hereunder in accordance with the terms and
conditions hereinafter set forth.
2. Deposit
of Escrow Fund.
Solomon
shall deliver to the Escrow Agent within 5 business days following the date
hereof for the deposit in escrow certificates representing the Escrow Amount,
in
the names and the amounts set forth on Exhibit
A
hereto,
together with stock powers in respect of such certificates, duly executed by
the
Sellers’ Representative in blank (the “Escrow
Fund”).
The
shares of STI Common Stock represented by such certificates is herein
collectively referred to as the “Escrow
Stock”.
Solely
for purposes of making the calculations hereunder, each share of Escrow Stock
shall be deemed to have a value equal to, as applicable, (i) that provided
pursuant to Section 2.2.4 of the Securities Purchase Agreement, or (ii) the
lesser of (x) the Current Market Price of the STI Common Stock as of the Date
of
Notice (as defined below) and (y) the Current Market Price of the STI Common
Stock as of the date the shares of Escrow Stock are released from the Escrow
Fund pursuant to this Agreement (the “STI
Stock Value”);
provided, however, in the event that Solomon shall effect a stock dividend,
stock split, combination or other recapitalizations affecting the STI Common
Stock, the amount of the Escrow Stock and the STI Stock Value used hereunder
shall be adjusted appropriately. The Escrow Fund shall be held by the Escrow
Agent and shall be dealt with by the Escrow Agent in accordance with the terms
and conditions of this Escrow Agreement. The Escrow Agent hereby acknowledges
receipt of an executed copy of the Securities Purchase Agreement.
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3. Purpose
of Agreement.
The
parties hereto (except the Escrow Agent) represent that this Agreement has
been
executed and agree that the escrow created hereby is for the purpose of paying
(i) any liabilities of the Sellers owing to Solomon pursuant to its obligations
under Article VIII of the Securities Purchase Agreement, and (ii) paying to
Purchaser, if applicable, the Working Capital Payment pursuant to Section
2.2.4(ii) of the Securities Purchase Agreement (each a “Claim”
and
collectively, “Claims”).
4. Claims
Against the Escrow Fund.
(a) Subject
to the terms set forth in Section 2.2.4(ii) and Article VIII of the Securities
Purchase Agreement, if at any time Purchaser or a Purchaser Indemnified Party,
as the case may be, shall claim that it is entitled to payment of all or a
portion of the Escrow Fund as a result of any Claim, Solomon shall give notice
of such Claim (the “Notice
of Claim”)
to the
Sellers’ Representative and the Escrow Agent. The Notice of Claim shall describe
the event or circumstances giving rise to the Claim, specifying the amount
of
the Escrow Fund requested and certifying that the Notice of Claim is being
submitted in good faith.
(b) Within
fifteen (15) business days (the “Dispute
Period”)
after
receipt by the Sellers’ Representative of a copy of such Notice of Claim, the
Sellers’ Representative may deliver to the Escrow Agent a notice (the
“Notice
of Dispute”)
disputing the request for payment out of the Escrow Fund as stated in the Notice
of Claim. For purposes of this Agreement, a “business day” shall be any day
excluding Saturday, Sunday and any day which shall be in New York, New York
a
legal holiday or a day on which banking institutions are authorized by law
or
other governmental actions to close. The Notice of Dispute shall specify the
amount being disputed (the “Disputed
Amount”),
describing the reasons for such dispute and certifying that the Notice of
Dispute is being submitted in good faith. If the Escrow Agent has not received
a
Notice of Dispute prior to the expiration of Dispute Period referred to above,
then the Escrow Agent shall promptly deliver to the Purchaser Indemnified Party
such number of shares of Escrow Stock as shall have a value (based on the
applicable STI Stock Value) equal to the full amount of the Escrow Fund
requested in the Notice of Claim. If the Escrow Agent has received a Notice
of
Dispute during the Dispute Period which disputes in part the request for payment
of the Escrow Fund stated in the Notice of Claim, then following receipt of
such
Notice of Dispute, the Escrow Agent shall promptly deliver to Solomon such
number of shares of Escrow Stock as shall have a value (based on the applicable
STI Stock Value) equal to the amount of the Escrow Fund requested in the Notice
of Claim which is in excess of the Disputed Amount.
3
(c) If
the
Escrow Agent receives a Notice of Dispute from the Sellers’ Representative, the
Escrow Agent shall promptly deliver a copy of the Notice of Dispute to Solomon,
and shall not deliver the portion of the requested amount of the Escrow Fund
set
forth in the Notice of Claim constituting the Disputed Amount until the Escrow
Agent shall have received one
of
the following:
(i)
A
certified copy of an order, decree or judgment issued or rendered by a court
of
competent jurisdiction in New York, which order, decree or judgment has been
finally affirmed on appeal, which by lapse of time or otherwise is no longer
subject to appeal (a "Final
Decision")
or the
passage of one year from the date of said order, decree or judgment, whichever
shall first occur, with respect to the Notice of Claim which is the subject
of
the Notice of Dispute; or
(ii)
A
joint
written direction executed by Solomon and the Sellers’ Representative (a sample
form for which is attached hereto as Exhibit
A),
directing the distribution of such portion of the Escrow Fund.
Upon
receipt of either (i) or (ii) above, the Escrow Agent shall promptly deliver
such number of shares of Escrow Stock as shall have a value (based on the
applicable STI Stock Value) equal to the portion of the Escrow Fund in respect
of the Disputed Amount in accordance with the terms of such Final Decision
or
joint direction or affidavit, as the case may be.
The
parties hereto agree that the Escrow Agent may rely upon written notice or
instruction furnished to it hereunder and shall be under no duty to inquire
into
or investigate the validity, accuracy or content of any such
document.
(d) All
distributions made under this Agreement to Solomon shall be deemed taken from
the portion of the Escrow Fund attributable to the appropriate Seller(s) in
accordance with the terms of the Securities Purchase Agreement.
5. Payment
and Release of the Escrow Fund.
(a) On
February [17], 2008 (the “Release
Date”),
the
Escrow Agent shall ascertain the number of shares of Escrow Stock (the
“Escrow
Balance”)
which
shall have a value (based on the applicable STI Stock Value) equal the amount
of
the Escrow Fund then held hereunder less the amount of Escrow Fund, if any,
then
(i) covered by a pending Notice of Claim which is subject to a Notice of Dispute
as provided in Section 4 hereof,
(ii) covered by a pending Notice of Claim which was delivered to the Seller’s
Representative, but for which the Dispute Period has not yet lapsed or (iii)
covered by a Notice of Claim determined to be valid and no longer subject to
a
Notice of Dispute, but not yet paid. On the Release Date, the Escrow Agent
shall
deliver to the Sellers’ Representative (or his designee) the Escrow Balance. If,
on the Release Date, a pending Notice of Claim is subject to a Notice of Dispute
as described in clause (i) above or if, after the Release Date, a pending Notice
of Claim described in clause (ii) above is disputed by a Notice of Dispute
in
accordance with Section 4 hereof, then this Escrow Agreement shall continue
in
full force and effect with respect to the aggregate amount in dispute until
the
Escrow Agent shall have been instructed as to the disposition thereof in
accordance with the terms of Section 4 hereof. To the extent that a Notice
of
Claim described in clause (ii) above is not disputed by a Notice of Dispute
in
accordance with the provisions of Section 4 hereof, such number of shares of
Escrow Stock as shall have a value (based on the applicable STI Stock Value)
equal to the undisputed amount shall be delivered to Solomon promptly after
the
expiration of the Dispute Period referred to in Section 4 hereof.
Once all requests for payment of Claims have been resolved and the entire Escrow
Fund has been released in accordance with the foregoing provisions, this
Agreement and all of the obligations of the Escrow Agent hereunder shall
terminate (such date being referred to herein as the “Termination
Date”).
4
(b) Notwithstanding
the foregoing this Agreement may be terminated at any time by and upon the
receipt by the Escrow Agent of written notice of termination executed by both
Solomon and the Sellers’ Representative directing the distribution of all
property then held by the Escrow Agent under and pursuant to this Agreement,
and
this Agreement shall automatically terminate if and when the entire Escrow
Fund
shall have been distributed by the Escrow Agent in accordance with the terms
of
this Agreement.
6. Dividends
and Other Distributions; Voting Rights.
(a) Dividends
and Other Distributions.
All
cash dividends in respect of Escrow Stock still then held in escrow, and all
other distributions (other than shares or other securities convertible into
shares of STI Common Stock) in respect of Escrow Stock still then held in escrow
(net of any taxes required to be withheld from such cash dividends or other
distributions by Solomon), shall be paid by Solomon directly to the Sellers
in
accordance with their then proportionate share of the Escrow Fund and shall
be
the sole property of such Sellers, and the Escrow Agent shall have no duty,
liability or obligation whatsoever with respect thereto. All dividends or other
distributions paid in shares of STI Common Stock or other securities convertible
into shares of STI Common Stock (only with respect to the STI Common Stock
held
in the Escrow Fund) shall be delivered to the Escrow Agent and held by the
Escrow Agent as part of the Escrow Fund.
(b) Voting.
Each
Seller shall be entitled to exercise all voting rights with respect to the
shares of STI Common Stock registered in his, her or its name and constituting
the Escrow Fund so long as such STI Common Stock continues to be held in escrow,
and the Escrow Agent shall deliver to the Sellers’ Representative any proxies
with respect thereto which the Escrow Agent receives.
7. Escrow
Agent’s Liability.
The
Escrow Agent undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Escrow Agent. In
the
absence of bad faith, gross negligence or willful misconduct on its part, the
Escrow Agent may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Escrow Agent. The Escrow Agent may act upon any instrument,
certificate, opinion or other writing believed by it in good faith and without
gross negligence to be genuine, and shall not be liable in connection with
the
performance by it of its duties pursuant to the provisions of this Agreement,
except for its own bad faith, gross negligence or willful misconduct. The Escrow
Agent may consult with counsel of its own choice and shall have full and
complete authorization and protection for any action taken, suffered or omitted
by it hereunder in good faith and in accordance with the opinion of such
counsel. The Escrow Agent may execute powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys.
5
8. Indemnification
of Escrow Agent.
Solomon, on the one hand, and the Sellers’ Representative on behalf of the
Sellers, on the other hand, hereby agree severally and not jointly (one-half
to
be borne by Solomon and one-half to be borne by the Sellers’ Representative on
behalf of the Sellers) to indemnify the Escrow Agent for, and to hold it
harmless against, any loss, liability or expense incurred without gross
negligence, willful misconduct or bad faith on the part of the Escrow Agent,
arising out of or in connection with its entering into this Agreement, carrying
out its duties hereunder and accepting the Escrow Fund, including the costs
and
expenses of defending itself against any claim of liability in connection with
the exercise or performance of any of its powers or duties hereunder (including
reasonable fees, expenses and disbursements of its counsel). Anything in this
Agreement to the contrary notwithstanding, in no event shall the Escrow Agent
be
liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits). The foregoing
indemnities shall survive the resignation of Escrow Agent or the termination
of
this Agreement.
9. Escrow
Agent to Follow Instructions of Solomon and the Sellers’
Representative.
Notwithstanding any provision contained herein to the contrary, the Escrow
Agent
shall at any time and from time to time take such action hereunder with respect
to the Escrow Fund as shall be directed in writing jointly by Solomon and the
Sellers’ Representative.
10. Resignation
of Escrow Agent.
(a) The
Escrow Agent, or any successor, may resign at any time upon giving written
notice, thirty (30) days before such resignation shall take effect, to Solomon
and the Sellers’ Representative. In the event the Escrow Agent shall resign or
be unable to serve, it shall be succeeded by such person or entity as Solomon
and the Sellers’ Representative shall appoint, or if no appointment is made, by
a person or entity appointed by a court of competent jurisdiction. In the
absence of a successor so appointed by Solomon and the Sellers’ Representative
within such thirty (30) days, the Escrow Agent may petition such a court to
appoint a successor escrow agent. The resigning escrow agent shall transfer
to
its successor all monies, securities and investments then held subject to this
Escrow Agreement and all pending notices, instructions and directions then
in
its possession, and shall thereupon be discharged, and the successor shall
thereupon succeed to all the rights, powers and duties and shall assume all
of
the obligations of the resigning escrow agent.
(b) Notwithstanding
the foregoing, Solomon and the Seller’s representative agree that Pepe &
Hazard LLP shall serve as escrow agent hereunder for not longer than 30 days
from the date of this Agreement. Pepe & Hazard shall not be required to
comply with the provisions of Section 10(a) hereof. If a successor Escrow Agent
shall not be appointed by Solomon and the Sellers’ Representative within 30 days
from the date of this Agreement, Pepe & Hazard LLP’s resignation as Escrow
Agent shall nevertheless take effect immediately, and Pepe & Hazard LLP
shall
be
discharged of and from any and all further obligations arising in connection
with the Agreement; provided that,
if,
at
that time, Pepe & Hazard LLP has not received a designation of a successor
Escrow Agent, Pepe & Hazard LLP’s sole responsibility after that time shall
be to retain and safeguard the Escrow Fund until receipt of a designation of
successor Escrow Agent or a joint written disposition instruction by the other
parties hereto, or a final, nonappealable
order of a court of competent jurisdiction.
Solomon
and the Sellers’ Representative agree to use best efforts to replace Pepe &
Hazard LLP as the Escrow Agent within 30 days.
6
11. Escrow
Agent’s Fee and Expenses, Etc.
(a) In
case
the Escrow Fund shall be attached, garnished, or levied upon any court order,
or
the delivery thereof shall be stayed or enjoined by an order of a court, or
any
order, judgment or decree shall be made or entered by any court order affecting
the property deposited under this Agreement, or any part thereof, the Escrow
Agent is hereby expressly authorized in its sole direction, to obey and comply
with all writs, orders or decrees so entered or issued, which it is advised
by
legal counsel of its own choosing is binding upon it, whether with or without
jurisdiction, and in case the Escrow Agent obeys or complies with any such
writ,
order or decree, it shall not be liable to any of the parties hereto or to any
other person, firm or corporation, by reason of such compliance notwithstanding
such writ, order or decree be subsequently reversed, modified, annulled, set
aside or vacated.
(b) In
case
said Escrow Agent becomes involved in litigation on account of the deposit
of
the Escrow Fund or relating to this Agreement, it shall have the right to retain
counsel and shall have a lien on the property deposited hereunder for any and
all costs, attorneys’ and solicitors’ fees, charges, disbursements, and expenses
in connection with such litigation; and shall be entitled to reimburse itself
therefor out of the property deposited hereunder, and if it shall be unable
to
reimburse itself from the property deposited hereunder, the parties hereto
severally and not jointly agree to pay to said Escrow Agent on demand, its
reasonable charges, counsel and attorneys’ fees, disbursements, and expenses in
connection with such litigation.
(c) In
case
conflicting demands are made upon it for any situation not addressed in this
Agreement, the Escrow Agent may withhold performance of this escrow until such
time as said conflicting demands shall have been withdrawn or the rights of
the
respective parties shall have been settled by court adjudication, arbitration,
joint order or otherwise.
(d) The
parties acknowledge that the Escrow Agent will have no obligations or
responsibilities with respect to tax reporting of the parties.
(e) Solomon
and Seller’s Representative, on behalf of the Sellers agree to split 50/50 the
responsibility for compensating the Escrow Agent for its services in
administering this Agreement and the Escrow Fund, and that the Escrow Agent’s
fee for such services shall be based on its usual and customary hourly rates
for
the performance of services.
12. Expenses.
The
parties hereto (except the Escrow Agent) shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel and financial
advisors.
7
13. Governing
Law.
The
interpretation and construction of this Agreement, and all matters relating
hereto, shall be governed by the laws of the State of New York without reference
to its conflict of laws provisions.
14. Captions.
The
Article and Section captions used herein are for refer-ence purposes only,
and
shall not in any way affect the meaning or interpretation of this
Agreement.
15. Publicity.
No
party to this Agreement shall issue any press release or other public document
or make any public statement relating to this Agreement or the matters contained
herein without obtaining the prior approval of Solomon and the Sellers’
Representative.
16. Notices.
Unless
otherwise provided herein, any notice, request, instruction or other document
to
be given hereunder by any party to any other party shall be in writing and
shall
be deemed given upon receipt if delivered via (a) personal delivery, if
delivered by hand, (b) deposit in the mails, postage prepaid, if mailed by
certified or registered mail, or (c) a prepaid overnight courier service, and
in
each case at the respective addresses or numbers set forth below or such other
address or number as such party may have fixed by notice:
If
to
Solomon, addressed to:
Solomon
Technologies, Inc.
0000
X&X Xxxxxxxxxx Xxxxxxxxx
Xxxxxx
Xxxxxxx, XX 00000
Attn:
Chief Financial Officer
Fax:
(000) 000-0000
with
a
copy to:
Xxxxx
& Xxxxxxx LLP
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx X. Xxxxxxx, Esq.
Fax: (000)
000-0000
If
to the
Sellers’ Representative, addressed to:
Integrated
Power Systems LLC
c/o
Pepe
& Hazard LLP
000
Xxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxx,
XX 00000-0000
Attention:
Xxxxxxx X. Xxxxxx, Esq.
Fax: (000)
000-0000
8
If
to the
Escrow Agent, addressed to:
Pepe
& Hazard LLP
000
Xxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxx,
XX 00000-0000
Attention:
Xxxx X. Xxxxxxx, Esq.
Fax: (000)
000-0000
17. Parties
in Interest
This
Agreement may not be transferred, assigned, pledged or hypothecated by any
party
hereto, other than by operation of law. This Agreement shall be binding upon
and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
18. Severability
In the
event any provision of this Agreement is found to be void and unenforceable
by a
court of competent jurisdiction, the remaining provisions of this Agreement
shall never-theless be binding upon the parties with the same effect as though
the void or unenforceable part had been severed and deleted.
19. Counterparts
This
Agreement may be executed in two or more counterparts, all of which taken
together shall constitute one instrument.
20. Entire
Agreement
This
Agreement, including the other documents referred to herein and the Exhibits
and
Schedules hereto which form a part hereof, contains the entire understanding
of
the parties hereto with respect to the subject matter contained herein and
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
21. Amendments.
This
Agreement may not be amended, supplemented or modified orally, but only by
an
agreement in writing signed by Solomon, the Sellers’ Representative and the
Escrow Agent.
22. Third
Party Beneficiaries Each
party hereto intends that this Agreement shall not benefit or create any right
or cause of action in or on behalf of any person other than the parties hereto
and their respective successors and assigns as permitted under Section
17.
9
23. Governing
Law; Consent to Jurisdiction.
(a)
All
questions concerning the construction, interpretation and validity of this
Agreement, and all matters relating hereto, shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without
giving effect to any choice or conflict of law provision or rule (whether in
the
State of New York or any other jurisdiction) that would cause the application
of
the laws of any jurisdiction other than the State of New York.
(b) Each
of
the parties hereto irrevocably submits to the exclusive jurisdiction of the
United States District Court for the Southern District of New York located
in
the borough of Manhattan in the City of New York, or if such court does not
have
jurisdiction, the Supreme Court of the State of New York, New York County,
for
the purposes of any suit, action or other proceeding arising out of this
Agreement or any transaction contemplated hereby. Each of the parties hereto
further agrees that service of any process, summons, notice or document by
U.S.
registered mail to such party’s respective address set forth in Section 16 shall
be effective service of process for any action, suit or proceeding with respect
to any matters to which it has submitted to jurisdiction as set forth above
in
the promptly preceding sentence. Each of the parties hereto irrevocably and
unconditionally waives any objection to the laying of venue of any action,
suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby in (i) the United States District Court for the Southern District of
New
York or (ii) the Supreme Court of the State of New York, New York County, and
hereby further irrevocably and unconditionally waives and agrees not to plead
or
claim in any such court that any such action, suit or proceeding brought in
any
such court has been brought in an inconvenient forum.
24. Use
of Terms
Whenever
the context so requires or permits, all references to the masculine herein
shall
include the feminine and neuter, all references to the neuter herein shall
include the masculine and feminine, all references to the plural shall include
the singular and all references to the singular shall include the
plural.
25. Ability
to Serve as Counsel.
Nothing
in this Escrow Agreement shall be deemed to prevent or disqualify the Escrow
Agent, while it continues to serve as Escrow Agent or thereafter, from serving
as counsel to any other party to this Escrow Agreement, Technipower, the Sellers
or any of their affiliates.
10
IN
WITNESS WHEREOF,
the
parties hereto have executed this Escrow Agreement on the day and year first
above written.
| SOLOMON TECHNOLOGIES, INC. | ||
| |
|
|
| By: | /s/ Xxxxx X. XxXxxxxxx, Xx. | |
| Name: Xxxxx X. XxXxxxxxx, Xx. | ||
| Title: President | ||
| INTEGRATED POWER SYSTEMS LLC, | ||
| as Sellers’ Representative under the Securities | ||
| Purchase Agreement | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: President | ||
| PEPE & HAZARD LLP | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Partner | ||
11
Exhibit
A
PAYMENT
INSTRUCTION CERTIFICATE
The
undersigned, pursuant to the Escrow Agreement, dated as of August 17, 2006,
by
and among SOLOMON
TECHNOLOGIES, INC.,
a
Delaware corporation (“Solomon”),
INTEGRATED
POWER SYSTEMS LLC, a
Delaware limited liability company (the “Seller’s Representative”), in its
capacity as Sellers’ Representative under the Securities Purchase Agreement (as
defined below), and PEPE
& HAZARD LLP
(the
“Escrow
Agent”),
hereby
instruct you to deliver to Solomon from the Escrow Fund __________ of shares
of
STI Common Stock allocated from the Sellers as follows:
____________________________________________.
Dated:
___________ __, ____
| SOLOMON TECHNOLOGIES, INC. | ||
| |
|
|
| By: | ||
| Name: | ||
| Title: | ||
| INTEGRATED POWER SYSTEMS LLC, | ||
| as Sellers’ Representative under the Securities | ||
| Purchase Agreement | ||
| |
|
|
| By: | ||
| Name: | ||
| Title: | ||
