AGREEMENT
EXHIBIT
10.51
AGREEMENT
(this
“Agreement”)
dated
as of November 17, 2005 by and among Solomon Technologies, Inc., a
Delaware corporation (the “Company”),
Woodlaken LLC (“Woodlaken”),
Jezebel Management Corporation (“Jezebel”),
Pinetree (Barbados) Inc. (“Pinetree”)
and
Xxxxx Family LLC (“Xxxxx”,
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
“Existing
Notes”);
WHEREAS,
the
maturity date of each of the Existing Notes is December 1, 2005, as set forth
in
an agreement between the Company and the holders of the Existing Notes dated
as
of October 26, 2005 (the “October
Agreement”);
WHEREAS,
the
Company has previously authorized the sale of up to an additional $500,000.00
of
Senior Secured Promissory Notes (the “Additional
Notes”);
and
WHEREAS,
in the
October Agreement the Investors and the Company amended 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 Existing Notes; and
WHEREAS,
the
Investors and the Company now wish to amend the Existing Notes to extend their
maturity date to January 31, 2006 and to provide that the Additional Notes
are
payable pari
passu
with the
Existing 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 EXISTING NOTES.
1.1. Extension
of Maturity Date.
Each of
the Existing Notes is hereby amended by striking the maturity date of December
1, 2005 and substituting therefor a new maturity date of January 31,
2006.
1.2. Additional
Notes Pari
Passu
with Existing Notes.
Each of
the Existing Notes is hereby amended to provide that the Additional Notes,
when
issued, will be payable pari
passu
with the
Existing Notes.
1.3. Full
Force and Effect.
Except
as amended hereby, the terms of the Notes, as previously amended, remain in
full
force and effect.
2. MISCELLANEOUS.
2.1. 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.
2.2. 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.
[Signatures
on Following Page]
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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/
Xxxxx
X. XxXxxxxxx, Xx.
Name:
Xxxxx X. XxXxxxxxx, Xx.
Title:
President
WOODLAKEN
LLC
By:
/s/
Xxxx
X. Xxxxxxxxx
Name:
Xxxx X. Xxxxxxxxx
Title:
Manager
JEZEBEL
MANAGEMENT CORPORATION
By:
/s/
Xxxxxxx X. X’Xxxxxx
Name:
Xxxxxxx X. X’Xxxxxx
Title:
President
PINETREE
(BARBADOS) INC.
By:
/s/
J.
Xxxxxx Xxxxxx
Name: J. Xxxxxx Xxxxxx
Title:
President
XXXXX
FAMILY LLC
By:
/s/
Xxxxxxx X. Xxxxx
Name:
Xxxxxxx
X. Xxxxx
Title:
Manager
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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
|
Xxxxx
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
|
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