0001193125-05-155166 Sample Contracts

STOCK PURCHASE WARRANT
Stock Purchase Warrant • August 2nd, 2005 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York

This Stock Purchase Warrant is issued in connection with that certain Agreement dated March 1, 2005 by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and NORTH COAST SECURITIES CORPORATION (“North Coast”) pursuant to which North Coast has acted as the placement agent for the sale of the Company’s Equity Units (“Units”) as set forth in the Company Confidential Private Placement Memorandum dated March 31, 2005, as supplemented from time to time. Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Agreement.

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Contract
Warrant Agreement • August 2nd, 2005 • 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. 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 UNDER SUCH ACT.

DEBENTURE PURCHASE AGREEMENT
Debenture Purchase Agreement • August 2nd, 2005 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware

THIS DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of June 9, 2005, by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

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