REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 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 • October 1st, 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 __________________1 (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).
SECURITY AGREEMENTSecurity Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
This SECURITY AGREEMENT, dated as of August 30, 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 Debentures (as defined in the Purchase Agreement (as defined below)) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
SUBSIDIARY GUARANTEE, dated as of August 30, 2007 (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 August 30, 2007, by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”) and the Purchasers.
VARIABLE RATE SELF-LIQUIDATING SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 17, 2009Solomon Technologies Inc • October 1st, 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 April 17, 2009 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).
GUARANTY AGREEMENT (Corporacion Delinc, S.A. de C.V)Guaranty Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • Massachusetts
THIS GUARANTY AGREEMENT (the “Guaranty”) is entered into this 5th day of September, 2007, by CORPORACION DELINC, S.A. de C.V, with a place of business at Lot 1, Parque Industrial Maquilpark, Reynosa, Tamaulipas, MEXCIO (the “Guarantor”), in favor and for the benefit of JMC VENTURE PARTNERS LLC, with a place of business at 2 Oliver Street, Boston, Massachusetts (the “Lender”).
ESCROW AGREEMENTEscrow Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
This ESCROW AGREEMENT is made and entered in on August 10, 2007 (this “Escrow Agreement”) by SOLOMON TECHNOLOGIES, INC. (the “Company”), the PURCHASERS (as defined below) and DAVIS & GILBERT LLP, as escrow agent (“Escrow Agent”).
AGREEMENTAgreement Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
AGREEMENT (this “Agreement”) dated as of September 18, 2007 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”), Millennium Trust Company LLC Custodian FBO Joseph Cooper Rollover IRA 90M020013 (“Cooper”) and Millennium Trust Company LLC Custodian FBO Steven Kilponen IRA Rollover Account #90N727012 (“Kilponen IRA,” and together with Woodlaken, Jezebel, Pinetree, Coady, Leonard, Carpenter, Pascal Kilponen and Cooper, the “Investors”).
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators
This First Amendment Agreement (this “Agreement”), is made and entered into as of August 24, 2007, by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”) and each of the investors signatory hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
ACQUISITION LINE OF CREDIT AGREEMENT August 24, 2007Line of Credit Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • Massachusetts
Solomon Technologies, Inc., a Delaware corporation (“Solomon”) and JMC Venture Partners LLC, a Delaware limited liability company (together with its successors and assigns, including any assignees pursuant to Section 12, hereinafter the “Lender”) hereby agree as follows (with capitalized terms not otherwise defined herein having the meanings ascribed to them in Section 18):
SECURED PROMISSORY NOTE LOAN, SECURITY AND PLEDGE AGREEMENTSecured Promissory Note • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • Massachusetts
THIS SECURED PROMISSORY NOTE LOAN, SECURITY AND PLEDGE AGREEMENT (the “Loan Agreement”) is entered into this 5th day of September, 2007, by and among DEL-INC ACQUISITION LLC, with offices at 1224 Mill Street, Building “B”, East Berlin, Connecticut 06023 (the "Borrower") and JMC VENTURE PARTNERS LLC, with offices at 2 Oliver Street, Boston, Massachusetts 02109 (the "Lender").
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators
AMENDMENT NO. 3, DATED AUGUST 9, 2007 (“AMENDMENT NO. 3”), to the Asset Purchase Agreement (“Purchase Agreement”), dated June 1, 2007, as amended by that certain Amendment No. 1, dated July 9, 2007 and as further amended by that certain Amendment No. 2, dated August 2, 2007, is entered into by and among Solomon Technologies, Inc., a Delaware corporation (“Buyer”) by itself and through its wholly-owned subsidiary Del-Inc Acquisition LLC, a Delaware limited liability company (“Acquisition Sub”; together with Buyer, the “Buyers”), Deltron, Inc., a Pennsylvania corporation (“Seller”), Corporacion Delinc S.A. de CV, a Reynosa, Tamaulipas, Mexico corporation (“Subsidiary”), Aaron Anton, a resident of the Commonwealth of Pennsylvania (“Anton”), acting individually and as agent for the other shareholders listed in Part 3.3 of the Purchase Agreement (“Other Shareholders”; together with Anton, collectively, “Shareholders”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • Massachusetts
THIS PLEDGE AND SECURITY AGREEMENT (the "Agreement") is made this 5th day of September, 2007, by and between CORPORACION DELINC S.A. de C.V, a Mexican corporation with a place of business at Maquilpark, Reynosa, 88780, Tamaulipas, MEXICO (the “Mexican Subsidiary”) and JMC VENTURE PARTNERS LLC, with a place of business at 2 Oliver Street, Boston, Massachusetts 02109 (the "Lender").
August __, 2007Solomon Technologies Inc • October 1st, 2007 • Motors & generators • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2007 • Solomon Technologies Inc • Motors & generators • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2007, by and 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”).
