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Exhibit 2.2
AMENDMENT AGREEMENT NO. 1
This AMENDMENT AGREEMENT NO. 1 ("Agreement"), dated as of March 31, 2000,
by and between PACIFIC LITHIUM LIMITED, a New Zealand corporation (together with
its successors is referred to herein as "PLL"), and LITHIUM TECHNOLOGY
CORPORATION, a Delaware corporation ("LTC").
RECITALS
WHEREAS, PLL and LTC have entered into an Agreement and Plan of Merger
dated as of January 19, 2000 ("Merger Agreement") and the Bridge Loan Financing
Agreements (as defined in the Merger Agreement) pursuant to which LTC is
required to hold a stockholders meeting to vote on the merger contemplated by
the Merger Agreement (the "Merger") by a date that is no later than May 30,
2000; and
WHEREAS, the closing of the Merger will occur contemporaneously with the
Ilion IPO (as defined in the Merger Agreement), assuming the remaining closing
conditions have been met; and
WHEREAS, LTC and PLL currently have targeted June 30, 2000 as the LTC
stockholder meeting date with a Merger closing and Ilion IPO to occur within 90
days thereafter; and
WHEREAS, PLL and LTC desire to provide for an extension of the LTC
stockholder meeting date from May 30, 2000 to June 30, 2000 subject to the terms
and conditions of this Agreement;
WHEREAS, if the Ilion IPO is reasonably believed by PLL to have a
consummation date that will occur after September 30, 2000, LTC and PLL intend
to further extend the date of the LTC stockholder meeting date so that the
Merger closing date and Ilion IPO will not be more than 90 days after the LTC
stockholder meeting date.
NOW, THEREFORE, in consideration of these premises and the mutual
agreements contained in this Agreement, PLL and LTC agree as follows:
Each reference to action by the stockholders of LTC to approve the Merger
Agreement or the transactions contemplated therein on or before "May 30, 2000"
in Section 9.1(a)(v) of the Merger Agreement, in Section 1 or 3(a) of each
promissory note which is a part of the Bridge Loan Financing Agreements or in
any other provision in any of such agreements or documents is hereby amended to
replace such date by the date "June 30, 2000" or such later date agreed to in
writing by PLL and LTC. In all other respects, the Merger Agreement and the
Bridge Loan Financing Agreements are hereby ratified and affirmed in their
entirety.
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The parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.
PACIFIC LITHIUM LIMITED
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Managing Director
LITHIUM TECHNOLOGY CORPORATION
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Chairman and
Chief Executive Officer
