AMENDMENT NO. 1 TO CONVERTIBLE DEBENTUREConvertible Debenture Amendment • February 3rd, 2006 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies
THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Agreement”) is made and entered into as of January 31, 2006 by LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”) and (the “Lender”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 3rd, 2006 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 6, 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”).
ContractConvertible Note • February 3rd, 2006 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS NOTE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.
Cornell Capital Partners, LP Jersey City, New Jersey 07302Secured Convertible Debenture, Warrants and Investor Registration Rights Agreement • February 3rd, 2006 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies
Lithium Technology Corporation, a Delaware corporation (the “Obligor”) and Cornell Capital Partners, LP (the “Holder”) entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) dated October 7, 2005, pursuant to which the Obligor issued and sold to the Holder a secured convertible debenture (the “Debenture”) in the principal sum of Three Million Dollars ($3,000,000) and issued to the Holder five-year warrants to purchase 20,000,000 shares of common stock at the following exercise prices: 10,000,000 at $0.06 per share, 5,000,000 at $0.07 per share and 5,000,000 at $0.10 per share (the “Warrants”).
