Amendment Agreement (this “Amendment
as of October 25, 2007 (the “Amendment
amends that certain Securities Purchase Agreement dated as of August 30, 2007
and among Solomon Technologies, Inc., a Delaware corporation, and each purchaser
identified on the signature pages thereto (collectively, the “Parties”
Agreement). Any capitalized terms not defined in this letter shall have the
meanings as in the Agreement.
the Parties wish to extend the time by which any Subsequent Closing Date must
occur for any purchasers who are not holders of one or more of the January
Debentures to the earlier of the Effectiveness Date or December 15,
THEREFORE, in consideration of the covenants and agreements herein set forth
other good and lawful consideration, the receipt and sufficiency of which is
acknowledged, the Parties agree as follows:
2.1 of the Agreement is amended to delete the fourth sentence in its entirety
and replace it with the following:
anything herein to the contrary, any Subsequent Closing Date must occur on
before (i) the 20th
day following the date hereof, for any Purchasers who are holders of any of
January Debentures, or (ii) the earlier of (a) the Effectiveness Date or (b)
December 15, 2007, for any Purchasers who are not holders of one or more of
set forth above, the Agreement, as amended herein, shall remain in full force
and effect without further modification, unless altered or amended in accordance
with Section 5.5 thereof.
Parties may execute this Amendment No. 1 in several counterparts or by separate
instruments, all of which will constitute one binding agreement on the Parties.
Facsimile signatures will be deemed originals for the purposes of this Amendment
WITNESS WHEREOF, the Parties have duly executed this Amendment No. 1 as of
of this page left intentionally blank. Signature page(s) to
Chief Executive Officer
POINTE MASTER FUND LTD.
INTERNATIONAL FUND, LP
OPPORTUNITY FUND, LLC