0001144204-06-019308 Sample Contracts

TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT
Transfer, Assignment and Assumption Agreement • May 10th, 2006 • Solomon Technologies Inc • Motors & generators • New York

THIS TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2006 (the “Effective Date”) by and among Woodlaken LLC (“Seller”) and Pascal Partners, LLC (the “Purchaser).

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AGREEMENT
Amendment to Senior Secured Promissory Notes • May 10th, 2006 • Solomon Technologies Inc • Motors & generators • New York

AGREEMENT (this “Agreement”) dated as of March 15, 2006 by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”), Woodlaken LLC (“Woodlaken”), Jezebel Management Corporation (“Jezebel”), Pinetree (Barbados) Inc. (“Pinetree”) and Coady Family LLC (“Coady”, and, together with Woodlaken, Jezebel and Pinetree, the “Investors”).

AGREEMENT
Senior Secured Promissory Notes Agreement • May 10th, 2006 • Solomon Technologies Inc • Motors & generators • New York

AGREEMENT (this “Agreement”) dated as of April 28, 2006 by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”), Woodlaken LLC (“Woodlaken”), Jezebel Management Corporation (“Jezebel”), Pinetree (Barbados) Inc. (“Pinetree”), Coady Family LLC (“Coady”), F. Jay Leonard (“Leonard”), Peter and Barbara Carpenter (“Carpenter”) and Pascal Partners, LLC (“Pascal” and, together with Woodlaken, Jezebel, Pinetree, Coady, Leonard and Carpenter, the “Investors”).

JOINDER AGREEMENT
Joinder Agreement • May 10th, 2006 • Solomon Technologies Inc • Motors & generators

Joinder Agreement, dated as of the 7th day of April, 2006, by and between Solomon Technologies, Inc., a Delaware corporation (the “Debtor”), and the undersigned (the “Investor”).

JOINDER AGREEMENT
Joinder Agreement • May 10th, 2006 • Solomon Technologies Inc • Motors & generators

Joinder Agreement, dated as of the 10th day of April, 2006, by and between Solomon Technologies, Inc., a Delaware corporation (the “Debtor”), and the undersigned (the “Investor”).

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