Exhibit 99.2
WARRANT AMENDMENT
This Warrant Amendment Agreement ("Agreement") is made and entered into as
of December 31, 2001 by and between Lithium Technology Corporation, a Delaware
corporation ("LTC"), and Ilion Technology Corporation ("Ilion").
RECITALS
WHEREAS, LTC and Ilion have entered into a Warrant Agreement relating to
warrants to purchase 7,500,000 shares of LTC Common Stock pursuant to an
Agreement and Plan of Merger dated as of January 19, 2000, as amended ("LTC -
Ilion Merger Agreement") (the "Warrants").
WHEREAS, LTC and Ilion have entered into an Agreement to terminate the LTC
- Ilion Merger Agreement, and all related agreements (the "LTC-Ilion Termination
Agreement").
WHEREAS, the amendment of the Warrant is a condition to the LTC-Ilion
Termination Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual
agreements contained in this Agreement, Ilion and LTC agree as follows:
1. AMENDMENT OF WARRANT TERMS In consideration of the aggregate benefits to
Ilion and to LTC pursuant to the LTC-Ilion Termination Agreement the following
provisions of the Warrant are amended and restated as follows:
(a) The number of Warrant Shares is 12,500,000.
(b) The Warrant shall vest and be immediately exercisable upon the date
hereof.
(c) The Warrant shall terminate on January 10, 2004.
2. NOTICES Except as otherwise provided herein, all notices, requests,
demands, consents, instructions or other communications to or upon the LTC or
Ilion under this Agreement shall be by telecopy or in writing and telecopied,
mailed or delivered to each party at the telecopier number or its address as
provided below (or to such other telecopy number or address as the recipient of
any notice shall have notified the other in writing). All such notices and
communications shall be effective (a) when sent by Federal Express or other
overnight service of recognized standing, on the Business Day following the
deposit with such service; (b) when mailed, by registered or certified mail,
first class postage prepaid and addressed as aforesaid through the United States
Postal Service, upon receipt; (c) when delivered by hand, upon delivery; and (d)
when telecopied, upon confirmation of receipt to the following:
Lithium Technology Corporation
0000 Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000-0000
Attention Xxxxx X. Xxxx
Fax: 000-000-0000
with a copy to:
Xxxxxxxxx, Xxxxxx & Xxxxxx
000 Xxxxxxx Xxxx.
0xx Xxxxx
Xxxxxxxxx, XX 00000
Ilion Technology Corporation
Goesling Xxxxxxx Bldg.
Xxxxx 0
00 Xxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxxx
Attention: Xxxxx Xxxxxxxxx
Fax: 000-00-0-000-0000
with a copy to:
Xxxxx Xxxxx
KPMG Centre
0 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxxx
Fax: 000-00-0-000-0000
3. NONWAIVER No failure or delay on either LTC or Ilion's part in exercising
any right hereunder shall operate as a waiver thereof or of any other right nor
shall any single or partial exercise of any such right preclude any other
further excise thereof or of any other right.
4. AMENDMENTS AND WAIVERS This Agreement may not be amended or modified, nor
may any of its terms be waived, except by written instruments signed by the LTC
and Ilion. Such waiver or consent under any provision hereof shall be effective
only in the specific instances for the purpose for which given.
5. ASSIGNMENTS This Agreement shall be binding upon and inure to the benefit
of Ilion and the LTC and their respective successors and assigns.
6. PARTIAL INVALIDITY If at any time any provision of this Agreement is or
becomes illegal, invalid or unenforceable in any respect under the law of any
jurisdiction, neither the legality, validity or enforceability of the remaining
provisions of this Agreement nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction shall in any way be
affected or impaired thereby.
7. HEADINGS Headings in this Agreement are for convenience of reference only
and are not part of the substance hereof or thereof.
8. ENTIRE AGREEMENT This Agreement constitutes and contains the entire
agreement of LTC and Ilion and supersedes any and all prior agreements,
negotiations, correspondence, understandings and communications among the
parties, whether written or oral, respecting the subject matter hereof.
9. GOVERNING LAW This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to conflicts
of law rules.
10. JURISDICTION Any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby may be brought in the courts
of the State of New York located in the County of New York and the federal
courts of the United States of America located in such State and County. Each of
the parties (i) consents to the exclusive jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding, (ii) irrevocably waives, to the fullest extent permitted by Law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum, (iii) will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, and (iv)
will not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any other court. Process in any such suit,
action or proceeding may be served on any party anywhere in the world, whether
within or without the jurisdiction of any such court. Without limiting the
foregoing, each party agrees that service of process on such party as provided
in Section 2 will be deemed effective service of process on such party.
11. JURY TRIAL EACH OF LTC AND ILION, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY
ISSUE.
12. COUNTERPARTS This Agreement may be executed in several counterparts, each
of which shall be deemed an original, but such counterparts shall together
constitutes but one and the same agreement.
LITHIUM TECHNOLOGY CORPORATION
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chairman and Chief Executive Officer
ILION TECHNOLOGY CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Chairman and Chief Executive Officer
