REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2007 • Solomon Technologies Inc • Motors & generators
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 17, 2007, among Solomon Technologies, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT SOLOMON TECHNOLOGIES, INC.Solomon Technologies Inc • January 18th, 2007 • Motors & generators
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Solomon Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 18th, 2007 • Solomon Technologies Inc • Motors & generators • New York
SUBSIDIARY GUARANTEE, dated as of ____________ __, 200_ (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of January 17, 2007, by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”) and the Purchasers.
SECURITY AGREEMENTSecurity Agreement • January 18th, 2007 • Solomon Technologies Inc • Motors & generators • New York
This SECURITY AGREEMENT, dated as of January 17, 2007 (this “Agreement”), is among Solomon Technologies, Inc., a Delaware corporation (the “Company”), certain of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Variable Rate Self-Liquidating Senior Secured Convertible Debentures due March __, 2008 and issued on January __, 2007 in the original aggregate principal amount of up to $5,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
VARIABLE RATE SELF-LIQUIDATING SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH __, 2008Solomon Technologies Inc • January 18th, 2007 • Motors & generators • New York
THIS VARIABLE RATE SELF-LIQUIDATING SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Self-Liquidating Senior Secured Convertible Debentures of Solomon Technologies, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1400 L&R Industrial Blvd., Tarpon Springs, Florida 34689, designated as its Variable Rate Self-Liquidating Senior Secured Convertible Debenture due March __, 2008 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).
ESCROW AGREEMENTEscrow Agreement • January 18th, 2007 • Solomon Technologies Inc • Motors & generators • New York
This ESCROW AGREEMENT is made and entered in on January 17, 2007 (this “Escrow Agreement”) by SOLOMON TECHNOLOGIES, INC. (the “Company”), the PURCHASERS (as defined below) and DAVIS & GILBERT LLP, as escrow agent (“Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2007 • Solomon Technologies Inc • Motors & generators • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2007 among Solomon Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
January __, 2007Solomon Technologies Inc • January 18th, 2007 • Motors & generators • New York
Re: Securities Purchase Agreement, dated as of January 17, 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”)
REDEMPTION AND CONVERSION AGREEMENTRedemption and Conversion Agreement • January 18th, 2007 • Solomon Technologies Inc • Motors & generators • New York
This Redemption and Conversion Agreement (this “Agreement”) is made as of January 17, 2007, by and among Solomon Technologies, Inc. (the “Company”) and the holders of all of the outstanding Series C Preferred Stock of the Company (the “Holders”).
