EX-10.7 6 v028082_ex10-7.htm
Exhibit 10.7
 
AGREEMENT

AGREEMENT (this “Agreement”) dated as of October 26, 2005 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”).

W I T N E S S E T H:

WHEREAS, the Company has sold $750,000 aggregate principal amount of Senior Secured Promissory Notes to the Investors in the amounts set forth on Schedule 1 (the “Notes”);

WHEREAS, the maturity date of each of the Notes is November 1, 2005, as set forth on the face of each Note or, with respect to the Notes originally issued before September 15, 2005, as set forth in an agreement between the Company and the holders of such Notes dated as of September 15, 2005;

WHEREAS, the Company and the Investors now wish to amend the Notes to extend their maturity until December 1, 2005;

WHEREAS, Company has authorized the sale of up to an additional $500,000.00 of Senior Secured Promissory Notes (the “Additional Notes”); and

WHEREAS, the Investors and the Company now wish to amend that certain Security Agreement dated as of March 16, 2005 by and between the Company and the Investors (the “Security Agreement”) to provide that the Additional Notes, when issued, will be entitled to share in the security interest in the Company’s assets provided by such agreement on a pari passu basis with the holders of the Notes.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
 
1.  AMENDMENT OF NOTES.
 
1.1. Extension of Maturity Dates. Each of the outstanding Notes is hereby amended by striking the maturity date of November 1, 2005 and substituting therefor a new maturity date of December 1, 2005.
 
1.2 Additional Notes Pari Passu. Each of the outstanding Notes is hereby amended to provide that each of the Additional Notes, when issued and sold, shall be payable pari passu with the outstanding Notes.
 
1.3 Full Force and Effect. Except as amended hereby, the terms of the Notes remain in full force and effect.
 
2.  AMENDMENT OF SECURITY AGREEMENT.
 
2.1 Security Agreement. Section 20 of the Security Agreement is hereby deleted and replaced in its entirety with the following:
 
Section 20. Additional Secured Parties. The Debtor, Woodlaken, Jezebel, Pinetree (Barbados), Inc. (“Pinetree”) and Coady Family LLC (“Coady”) acknowledge that the Debtor may sell up to an additional $1,000,000 aggregate principal amount of promissory notes having substantially the same terms as the Notes (for a maximum aggregate principal amount of $1,250,000) and such parties, and all persons who become Secured Parties after the date hereof, agree that upon the sale of a promissory note and the execution of a joinder agreement in the form of Schedule B hereto by the purchaser thereof, (i) such purchaser shall be deemed a “Secured Party” hereunder and (ii) Schedule A hereto shall be amended to include all relevant information pertaining to such purchaser and the Note purchased by him, her or it. Schedule A as so amended shall be initialed or signed by the President of the Debtor.

3.  MISCELLANEOUS.
 
3.1. Law Applicable. This Agreement shall be governed by and construed pursuant to the laws of the State of New York, without giving effect to conflicts of laws principles.

3.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument and it shall not be necessary in making proof of this Agreement to account for all such counterparts.

Remainder of Page Intentionally Left Blank
 
2
IN WITNESS WHEREOF, the undersigned have hereunto set their hands to this Agreement as of the day and year first above written.
     
     
  COMPANY:
   
  SOLOMON TECHNOLOGIES, INC. 
 
 		  
 		  
 
  By:   /s/ Peter W. DeVecchis, Jr.
 
Name: Peter W. DeVecchis, Jr.
  Title: President 
     
  WOODLAKEN LLC
 
 		  
 		  
 
  By:   /s/ Gary M. Laskowski
 
Name: Gary M. Laskowski
  Title:   Manager  
   
  JEZEBEL MANAGEMENT CORPORATION
 
 		  
 		  
 
  By:   /s/ Michael A. D’Amelio
 
Name: Michael A. D’Amelio
  Title: President
   
  PINETREE (BARBADOS) INC.
 
 		  
 		  
 
  By:   /s/ J. Gordon Murphy
 
Name: J. Gordon Murphy
  Title: President
   
  COADY FAMILY LLC
 
 		  
 		  
 
  By:   /s/ Patrick D. Coady
 
Name: Patrick D. Coady
  Title: Manager
 
 
3
SCHEDULE 1

Senior Notes

Name of Investor
Date Issued
Principal Amount
Woodlaken LLC
March 7, 2005
$
40,000.00
Jezebel Management Corporation
March 16, 2005
$
100,000.00
Pinetree (Barbados) Inc.
April 1, 2005
$
50,000.00
Woodlaken LLC
April 1, 2005
$
10,000.00
Jezebel Management Corporation
April 18, 2005
$
75,000.00
Coady Family LLC
May 25, 2005
$
100,000.00
Jezebel Management Corporation
July 8, 2005
$
75,000.00
Jezebel Management Corporation
August 16, 2005
$
150,000.00
Jezebel Management Corporation
September 15, 2005
$
150,000.00