THIRD
WARRANT AMENDMENT AGREEMENT
This THIRD WARRANT AMENDMENT AGREEMENT ("Agreement"), dated as of the
date set forth below, is made by and between LITHIUM TECHNOLOGY CORPORATION, a
Delaware corporation ("LTC"), and the undersigned holder (the "Warrant
Holder") of the warrants (the "Warrant") identified below.
RECITALS
WHEREAS, LTC and the Warrant Holder have entered into a Warrant
Agreement identified below relating to the Warrant registered in the Warrant
Holder's name.
WHEREAS, LTC and the Warrant Holder have entered into two previous
Warrant Amendment Agreements pursuant to which the exercise price of the
Warrant was reduced to $.15, the vesting of the Warrant was accelerated and
the termination date for the Warrant was extended to the earlier of the
original termination date of the Warrant and the date three business days
prior to the closing of the merger (the "Merger") between the Company and
Ilion Technology Corporation ("Ilion") (subject to further extension if sale
of the underlying warrant shares were not registered by a stated time).
WHEREAS, LTC has been unable to file a registration statement with
the United States Securities and Exchange Commission covering the underlying
warrant shares.
WHEREAS, LTC and Ilion have mutually agreed to terminate the Merger.
WHEREAS, LTC has signed a letter of intent to consummate a business
combination with GAIA Akkumulatorenwerke GmbH and a related strategic
financing transaction.
WHEREAS, the Board of Directors of LTC has approved the extension of
the termination date of all outstanding LTC warrants as set forth below.
NOW, THEREFORE, in consideration of these premises and the mutual
agreements contained in this Agreement, the Warrant Holder and LTC agree as
follows:
1. The following provision of the Warrant is amended and restated as
follows:
The Expiration Date of the Warrant is January 10, 2004.
2. This Agreement and any controversy which might arise herefrom will in
all respects be interpreted, enforced and governed by the laws of the
State of Delaware.
3. This Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, representatives,
successors and assigns.
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4. In consideration of the extension of the Expiration Date of the
Warrant, the Warrant Holder hereby releases LTC and its directors,
officers, employees, attorneys, agents and affiliates from any and
all claims relating to the Warrant. In all other respects, the
Warrant Agreement, as amended to date is affirmed in its entirety.
5. The Warrant Holder represents and warrants that it has carefully read
this Agreement, understands the contents hereof and has signed this
Agreement freely and voluntarily.
6. The Warrant Holder further represents and warrants that it was
provided with an opportunity to retain individual counsel to review
this Agreement on its behalf, and has retained, or waived the right
to retain, such individual counsel.
7. The Warrant Holder acknowledges and agrees that the law firm of
Xxxxxxxxx, Xxxxxx & Xxxxxx has memorialized the within agreement and
has provided legal advice solely to LTC with respect to this
Agreement.
8. This Agreement may be amended only by a written agreement executed by
or on behalf of each of the parties hereto.
9. Each party hereto represents and declares that the person executing
this Agreement on its behalf is duly empowered and authorized to do
so.
Dated as of: December 28, 2001 LITHIUM TECHNOLOGY CORPORATION
By:
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Xxxxx X. Xxxx
Chairman and Chief Executive Officer
WARRANT HOLDER
Signature:
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Print Name:
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Mailing Address:
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Number of Warrants Held:
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Date of Warrant:
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