GENERAL RELEASE OF ALL CLAIMSGeneral Release of All Claims • May 14th, 2004 • Solomon Technologies Inc • Motors & generators • Delaware
THIS GENERAL RELEASE OF ALL CLAIMS is entered into as of the 30th day of April, 2004, by and among Pinetree (Barbados) Inc., a corporation formed under the laws of Barbados (“Pinetree”), on the one hand, and Solomon Technologies, Inc., a Delaware corporation (“Solomon”), and Town Creek Industries, Inc., a Maryland corporation and wholly owned subsidiary of Solomon (“TCI”), on the other hand.
Solomon Technologies, Inc. Tarpon Springs, Florida 34689Placement Agent Agreement • May 14th, 2004 • Solomon Technologies Inc • Motors & generators • Massachusetts
Solomon Technologies, Inc. (the “Company”), on the basis of the representations, warranties, covenants and conditions contained herein, hereby confirms the agreement made with respect to the retention of First Dunbar Securities Corporation (the “Placement Agent”) as the Placement Agent of the Company to offer and sell on a “best efforts” basis, pursuant to the terms of this Placement Agent Agreement (the “Agreement”), shares of Series A Redeemable Convertible Preferred Stock (“Preferred” or “Preferred Shares”) as set forth in the Summary of Terms (“Term Sheet”) dated March 4, 2004 attached hereto as Exhibit A (the “Offering”). It is anticipated that the Preferred Shares will not be registered under the Securities Act of 1933 (the “Act”), although the shares obtainable upon conversion of the Preferred (“Conversion Shares”), the shares obtainable upon exercise of warrants issuable to the purchasers of the Preferred and the shares obtainable upon exercise of the warrants issuable in the e
FORM OF] IRREVOCABLE PROXYIrrevocable Proxy • May 14th, 2004 • Solomon Technologies Inc • Motors & generators
In accordance with the Securities Purchase Agreement (the “Agreement”) by and among Solomon Technologies, Inc., a Delaware corporation, and certain Investors, as designated in the Stock Purchase Agreement, dated April 15, 2004, the undersigned agrees as follows:
STOCKHOLDERS AGREEMENTStockholders Agreement • May 14th, 2004 • Solomon Technologies Inc • Motors & generators • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of April 30, 2004, by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto (collectively the “Investors” and individually an “Investor”), and those existing holders (collectively the “Founders”) of the Company’s outstanding $0.001 par value per share common stock (the “Common Stock”) who appear on Schedule B hereto (the Investors and the Founders sometimes hereinafter collectively referred to herein as the “Stockholders” or individually as the “Stockholder”).
FORM OF] REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2004 • Solomon Technologies Inc • Motors & generators • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is made as of April 30, 2004 by and between Solomon Technologies, Inc., a Delaware corporation (the “Company”), and the investor whose name is set forth on the signature page hereto (the “Investor” and, together with other investors, the “Investors”).
SECURITIES PURCHASE AGREEMENT - BY AND AMONG - SOLOMON TECHNOLOGIES, INC. (the “Company”) AND (the “Investors”) APRIL 15, 2004Securities Purchase Agreement • May 14th, 2004 • Solomon Technologies Inc • Motors & generators • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated April 15, 2004, by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”), and each of the persons listed in Exhibit 2.1 (each an “Investor” and collectively the “Investors”).
