AMENDMENT AGREEMENT
This
Amendment Agreement (this “Amendment
No. 1”),
dated
as of October 25, 2007 (the “Amendment
Date”),
amends that certain Securities Purchase Agreement dated as of August 30, 2007
(the “Agreement”),
by
and among Solomon Technologies, Inc., a Delaware corporation, and each purchaser
identified on the signature pages thereto (collectively, the “Parties”
to
the
Agreement). Any capitalized terms not defined in this letter shall have the
same
meanings as in the Agreement.
WHEREAS,
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,
2007.
NOW,
THEREFORE, in consideration of the covenants and agreements herein set forth
and
other good and lawful consideration, the receipt and sufficiency of which is
acknowledged, the Parties agree as follows:
1. This
Amendment No. 1 shall be effective as of the Amendment Date.
2. Section
2.1 of the Agreement is amended to delete the fourth sentence in its entirety
and replace it with the following:
“Notwithstanding
anything herein to the contrary, any Subsequent Closing Date must occur on
or
before (i) the 20th
calendar
day following the date hereof, for any Purchasers who are holders of any of
the
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
the
January Debentures.”
3. Except
as
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.
4. The
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
No. 1.
IN
WITNESS WHEREOF, the Parties have duly executed this Amendment No. 1 as of
the
Amendment Date.
[Remainder
of this page left intentionally blank. Signature page(s) to
follow.]
COMPANY:
SOLOMON
TECHNOLOGIES, INC.
By:/s/
Xxxx X.
Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
Chief Executive Officer
BRIDGE
POINTE MASTER FUND LTD.
By:/s/
Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
Title:
TRUK
INTERNATIONAL FUND, LP
By:/s/
Xxxxxxx
Xxxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxxx
Title:
Principal
TRUK
OPPORTUNITY FUND, LLC
By:/s/
Xxxxxxx
Xxxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxxx
Title:
Principal
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