CITIZENS BANK OF MASSACHUSETTS LOAN AND SECURITY AGREEMENT WITH TECHNIPOWER LLC May 3, 2006Loan and Security Agreement • October 27th, 2006 • Solomon Technologies Inc • Motors & generators • Massachusetts
PREAMBLE. This Loan and Security Agreement is made as of the date set forth above between TECHNIPOWER LLC, a Delaware limited liability company with a mailing address of 14 Commerce Drive, Danbury, CT 06810 (“Borrower”) and CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank having an address of 28 State Street, Boston, Massachusetts 02109 (“Bank”). Borrower has requested that Bank make available to it a revolving line of credit for Borrower’s general working capital uses and Bank has agreed to make such credit facilities available, but only on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENT by and among SOLOMON TECHNOLOGIES, INC., INTEGRATED POWER SYSTEMS LLC, POWER DESIGNS INC., THE VANTAGE PARTNERS LLC, TECHNIPOWER LLC, and the other parties listed on the signature pages heretoSecurities Purchase Agreement • October 27th, 2006 • Solomon Technologies Inc • Motors & generators • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 17, 2006, by and among SOLOMON TECHNOLOGIES, INC., a Delaware corporation (the “Purchaser”), INTEGRATED POWER SYSTEMS LLC, a Delaware limited liability company (“IPS”), POWER DESIGNS INC., a Delaware corporation (“PDI”), THE VANTAGE PARTNERS LLC, a Connecticut limited liability company (“Vantage”; together with IPS and PDI, the “Regular Unit Holders”), ANTHONY F. INTINO, II, a resident of Wethersfield, Connecticut (“Intino”), ALLISON E. BERTORELLI, a resident of Farmington, Connecticut (“Bertorelli”) and MARIANO MORAN, a resident of Danbury, Connecticut (“Moran”, and together with Intino and Bertorelli, the “CAU Holders”); the Regular Unit Holders and the CAU Holders are collectively referred to as the “Members” and each individually, a “Member”), each of the holders of Warrants (as defined below) listed on the signature pages hereto (the “Warrantholders” and each individually, a “Warrantholder”; the Members, together
AGREEMENTSenior Secured Promissory Notes Agreement • October 27th, 2006 • Solomon Technologies Inc • Motors & generators • New York
AGREEMENT (this “Agreement”) dated as of September 30, 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”), Pascal Partners, LLC (“Pascal”), Steven Kilponen (“Kilponen”) and Millennium Trust Co. LLC Custodian FBO Joseph Cooper Rollover IRA 90M020013 (“Cooper,” and together with Woodlaken, Jezebel, Pinetree, Coady, Leonard, Carpenter, Pascal and Kilponen, the “Investors”)
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)Escrow Agreement • October 27th, 2006 • Solomon Technologies Inc • Motors & generators • New York
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).
RE: Lease Agreement by and between Commerce Park Realty LLC and Power Designs, Inc., as assigned to Technipower LLCLease Agreement • October 27th, 2006 • Solomon Technologies Inc • Motors & generators • Connecticut
Pursuant to section 3.2 of the above-captioned document, notice is hereby given that Tenant is exercising its option to renew its Lease on the premises located at 14 Commerce Drive, Danbury, Connecticut for an additional 5 year term, commencing on July 15, 2007 and terminating on July 14, 2012. Section 1.6 of the above-captioned document is hereby amended to read as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2006 • Solomon Technologies Inc • Motors & generators • New York
REGISTRATION RIGHTS AGREEMENT, dated as of August 17, 2006 (the “Agreement”) by and between Solomon Technologies, Inc., a Delaware corporation (the “Company”), and on the one hand, and each of the other parties whose signature appears on the signature pages hereto (each a “Holder”, and collectively, the “Holders”) on the other.
