0001193125-04-008844 Sample Contracts

Contract
Lithium Technology Corp • January 26th, 2004 • 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 SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 20, 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.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 26th, 2004 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 20, 2004, by and among Lithium Technology Corporation, a Delaware corporation with its headquarters located at 5115 Campus Drive, Plymouth Meeting, Pennsylvania 19462 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

SECURITY AGREEMENT
Security Agreement • January 26th, 2004 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • January 26th, 2004 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 26th, 2004 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 20, 2004, by and among Lithium Technology Corporation, a Delaware corporation, with headquarters located at 5115 Campus Drive, Plymouth Meeting, Pennsylvania 19462 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

LIEN AGREEMENT
Lien Agreement • January 26th, 2004 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies

Pursuant to a Securities Purchase Agreement, dated as of January 20, 2004 between Lithium Technology Corporation (“LTC”) and the Secured Party (the “Purchase Agreement”), Company has agreed to issue to the Secured Party and the Secured Party has agreed to purchase from LTC certain of Company’s 10% Secured Convertible Debentures (the “Debentures”).

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