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Exhibit 10.41
WARRANT AMENDMENT
This SECOND WARRANT AMENDMENT AGREEMENT ("Agreement"), dated as of the
date set forth below, by and between LITHIUM TECHNOLOGY CORPORATION, a Delaware
corporation ("LTC") and the holder (the "Warrant Holder") of the warrant (the
"Warrant") set forth below.
RECITALS
WHEREAS, LTC and the Warrant Holder have entered into a Warrant
Agreement relating to the warrants set forth below under the Warrant Holder's
name (the "Warrants").
WHEREAS, LTC and the Warrant Holder have entered into a Warrant
Amendment Agreement pursuant to which the exercise price of the Warrants was
reduced to $.15 and the vesting of the Warrant was accelerated in exchange for
the consent of the holder of the Warrant to a new termination date for the
Warrant of the earlier of the original termination date of the Warrant and the
date 30 days prior to the closing of the merger between the Company and Ilion
Technology Corporation ("Ilion"), formerly known as Pacific Lithium Limited,
(the "Merger").
WHEREAS, the Company has been unable to file a registration statement
with the United States Securities and Exchange Commission (the "SEC") in order
to allow the holder of the Company's warrants to have the ability to freely sell
the underlying warrant shares (the "Selling Stockholder Registration
Statement").
WHEREAS, the Board of Directors of the Company has approved the
extension of the termination date of all outstanding Company warrants as set
forth below in order to give the Warrant Holders the ability to include the
Warrant Shares in any Selling Stockholder Registration Statement filed with the
SEC prior to the closing of the Merger.
NOW, THEREFORE, in consideration of these premises and the mutual
agreements contained in this Agreement, the Warrant Holder and LTC agree as
follows:
1. The following provision of the Warrant is amended and restated as
follows:
The Expiration Date of the Warrant is the earlier of (i) the
date three business days prior to the closing of the Merger or
(ii) the original expiration date set forth in the Warrant,
provided however, if there is no registration statement
registering the underlying warrant shares effective within
thirty days prior to the original Warrant Expiration Date, the
original Warrant Expiration Date is extended to the date three
business days prior to the closing of the Merger between
Lithium Technology Corporation and Ilion Technology
Corporation.
2. This Agreement and any controversy which might arise herefrom will in
all respects be interpreted, enforced and governed by the laws of the
State of Delaware.
3. This Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, representatives, successors
and assigns.
4. In consideration of the extension of the Expiration Date of the Warrant
the Warrant Holder hereby releases LTC and its directors, officers,
employees, attorneys, agents and affiliates from any and all claims
relating to the Warrant. In all other respects, the Warrant is affirmed
in its entirety.
5. Each party hereto represents and warrants that it has carefully read
this Agreement and knows the contents hereof and that it has signed
this Agreement freely and voluntarily and that each party has obtained
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independent counsel in reviewing this document and further acknowledges
that the law firm of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ has memorialized the
within Agreement and has provided legal advice solely to LTC with
respect to this Agreement.
6. The Warrant Holder was provided the opportunity to retain individual
counsel, and has retained or waived the right to retain individual
counsel to review this Agreement.
7. This Agreement may be amended only by a written agreement executed by
or on behalf of each of the parties hereto.
8. Each party hereto represents and declares that each of the persons
executing this Agreement on its behalf is and will be duly empowered
and authorized to do so.
Dated: _______________, 2001 LITHIUM TECHNOLOGY CORPORATION
By: ___________________________________
▇▇▇▇▇ ▇. ▇▇▇▇
Chairman and Chief Executive Officer
WARRANT HOLDER
Signature: _______________________________
Print name:_______________________________
Mailing Address:__________________________
__________________________________________
__________________________________________
Number of Warrants Held:__________________
Number of Warrant shares to be included
in the registration statement:____________
Date:_____________________________________
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