0001193125-06-081403 Sample Contracts

Cornell Capital Partners, LP Jersey City, New Jersey 07302
Secured Convertible Debenture, Warrants and Investor Registration Rights Agreement • April 17th, 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”).

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FIFTH AMENDMENT TO LEASE
Lease • April 17th, 2006 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies

The Fifth Amendment to Lease is made this 31st day of March, 2006 by and between PMP Whitemarsh Associates, a Pennsylvania Limited Partnership, (hereinafter referred to as “Landlord”) and Lithium Technology Corporation, (hereinafter referred to as “Tenant”).

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