August __, 2007
EXHIBIT
G
August
__, 2007
Solomon
Technologies, Inc.
0000
X&X Xxxxxxxxxx Xxxxxxxxx
Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Re: Securities
Purchase Agreement, dated as of August __, 2007 (the “Purchase
Agreement”),
by
and among Solomon Technologies, Inc., a Delaware corporation (the “Company”),
and
the purchasers signatory thereto (each, a “Purchaser”
and,
collectively, the “Purchasers”)
Purchasers:
Pursuant
to Section 2.2(a)(vii) of the Purchase Agreement and in satisfaction of a
condition of the Company’s obligations under the Purchase Agreement, the
undersigned security holder of the Company hereby irrevocably agrees that,
commencing upon the execution of the Purchase Agreement and continuing until
the
earlier of (a) 12 months from the date of the Initial Closing and (b) the date
that the Purchasers no longer hold any Debentures and Warrants (“Purchased
Securities”)
purchased pursuant to the Purchase Agreement (the “Restriction
Period”),
the
undersigned will not offer, sell, transfer, contract to sell, hypothecate,
hedge, pledge or otherwise dispose of (or enter into any transaction which
is
designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash
settlement or otherwise)), directly or indirectly, including without limitation
through an affiliate of the undersigned, within any three month period, shares
of common stock of the Company now owned or hereafter acquired, whether
beneficially or of record, by the undersigned, including, but not limited to,
common stock acquired upon exercise of options or warrants or acquired upon
conversion of any other securities owned by the undersigned (collectively,
the
“Securities”)
in an
amount that exceeds 2% of the shares of common stock of the Company issued
and
outstanding as shown by the most recent report or statement published by the
Company, except by means of a private transaction (a) in an amount of 500,000
or
more shares in a single block at a price per share that is not lower than the
closing price on the Trading Day preceding the date of such sale, as reported
on
the Company’s principal Trading Market or (b) in connection with which the
proposed transferee agrees in writing to be bound by all of the provisions
of
this agreement prior to the consummation of such private transaction.
Notwithstanding the foregoing, this agreement shall be void ab
initio
if the
Initial Closing does not occur on or before September 10, 2007. Capitalized
terms used but not defined herein shall have the meanings set forth in the
Purchase Agreement.
The
undersigned acknowledges that the execution, delivery and performance of this
letter agreement (this “Letter
Agreement”)
is a
material inducement to each Purchaser to complete the transactions contemplated
by the Purchase Agreement and that each Purchaser (which shall be a third party
beneficiary of this Letter Agreement) and the Company shall be entitled to
specific performance of the undersigned’s obligations hereunder. The undersigned
hereby represents that the undersigned has the power and authority to execute,
deliver and perform this Letter Agreement, that the undersigned has received
adequate consideration therefore and that the undersigned will indirectly
benefit from the closing of the transactions contemplated by the Purchase
Agreement.
This
letter agreement may not be amended or otherwise modified in any respect without
the written consent of each of the Company, Purchasers holding at least 67%
of
the Purchased Securities and the undersigned. This letter agreement shall be
construed and enforced in accordance with the laws of the State of New York
without regard to the principles of conflict of laws. The undersigned
hereby
irrevocably submits to the exclusive jurisdiction of the United States District
Court sitting in the Southern
Solomon Technologies, Inc.
August __, 2007
Page 2
District
of New York and the courts of the State of New York located in Manhattan, for
the purposes of any suit, action or proceeding arising out of or relating to
this Letter Agreement, and hereby waives, and agrees not to assert in any such
suit, action or proceeding, any claim that (i) it is not personally subject
to
the jurisdiction of such court, (ii) the suit, action or proceeding is brought
in an inconvenient forum, or (iii) the venue of the suit, action or proceeding
is improper.
The
undersigned hereby waives any right to a trial by jury. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. The undersigned agrees and understands that this Letter
Agreement does not intend to create any relationship between the undersigned
and
each Purchaser.
*****************
Solomon
Technologies, Inc.
August
__, 2007
Page
3
The
undersigned agrees that the undersigned will permit:
1. A
copy of
this Agreement to be available from the Company or the Company's transfer agent
upon request; and
2. A
letter
to be sent by counsel for the Company to the Company’s transfer agent advising
the transfer agent of these restrictions.
Very
truly yours,
_________________________________________
Signature
Print
Name: _______________________________
Position
in Company:________________________
Address
for Notice:
Securities
held: _____________________________
By
signing below, the Company acknowledges the restrictions on transfer set forth
in this Letter Agreement.
SOLOMON
TECHNOLOGIES, INC.
By:
_________________________________
Name:
Title:
