AGREEMENT
AGREEMENT (this "Agreement") dated as of April 5, 2005 by and among
Solomon Technologies, Inc., a Delaware corporation (the "Company"), Woodlaken,
LLC, a Connecticut limited liability company ("Woodlaken"), Jezebel Management
Corporation, a Florida corporation ("Jezebel"), and Pinetree (Barbados) Inc., a
Barbados corporation ("Pinetree" and, together with Woodlaken and Jezebel, the
"Investors").
W I T N E S S E T H:
WHEREAS, the Company sold $200,000 aggregate principal amount of Senior
Secured Promissory Notes to the Investors in March and April 2005 (the "Notes");
and
WHEREAS, the Company and the Investors now wish to amend the Notes to
extend their maturity until July 15, 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 May 6, 2005 and substituting therefor
the date July 15, 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.
Remainder of Page Intentionally Left Blank
IN WITNESS WHEREOF, the undersigned have hereunto set their hands to
this Agreement on the day and year first above written.
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
2
