ContractWarrant Agreement • April 15th, 2004 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A DEBT EXCHANGE AGREEMENT DATED AS OF APRIL 13, 2004, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • April 15th, 2004 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York
DEBT EXCHANGE AGREEMENT (this “Agreement”), dated as of April 13, 2004, by and among Lithium Technology Corporation (“LTC”), GAIA Holding B.V. (“GAIA Holding”), GAIA Akkumulatorenwerke GmbH (“GAIA GmbH”), Arch Hill Ventures N.V. (“Arch Hill Ventures”) and Arch Hill Capital N.V. (“Arch Hill Capital”). LTC, GAIA Holding and GAIA GmbH are sometimes referred to together as the “Company.” Arch Hill Capital and Arch Hill Ventures are sometimes referred to together as the “Debtholders or individually as the “Debtholder.”
