-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NU4B6Zval5DEbsA5Ef/ULaiHq8KY+/45TGkuUJ0/k5dLMeoIhAz/dNJirwE3L0ig V8qjfIxANscJB6EDk5oGIw== 0001144204-08-020632.txt : 20080404 0001144204-08-020632.hdr.sgml : 20080404 20080404142150 ACCESSION NUMBER: 0001144204-08-020632 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LITHIUM TECHNOLOGY CORP CENTRAL INDEX KEY: 0000804154 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 133411148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46127 FILM NUMBER: 08740041 BUSINESS ADDRESS: STREET 1: 5115 CAMPUS DR CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462-1129 BUSINESS PHONE: 6109406090 MAIL ADDRESS: STREET 1: 5115 CAMPUS DR CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462-1129 FORMER COMPANY: FORMER CONFORMED NAME: HILLCRAFT CORP DATE OF NAME CHANGE: 19890807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hagens Eduard CENTRAL INDEX KEY: 0001421181 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 003133545527 MAIL ADDRESS: STREET 1: NARCISSENLAAN 13 CITY: SCHILDE STATE: C9 ZIP: 2970 SC 13D 1 v108160_sc13-d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. )*
 

Lithium Technology Corporation
______________________________________________________________________________
(Name of Issuer)

 
Common Stock, par value $.01 per share
 
______________________________________________________________________________
(Title of Class of Securities)

536808306
______________________________________________________________________________
(CUSIP Number of Class of Securities)
 
Eduard Hagens
Narcissenlaan 13
2970 Schilde, Belgium
32 354 55 538

With a copy to:

Peter H. Lieberman, Esq.
Greenberg Traurig, LLP
77 W. Wacker Drive, Suite 2500
Chicago, Illinois 60601
(312) 456-8400
_____________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
March 4, 2008
______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
        
CUSIP No. 536808306
SCHEDULE 13D
Page 2 of 8
 
           
1   NAME OF REPORTING PERSON:
   
 
Eduard Hagens
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   o 
 
(b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS
   
 
PF
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Dutch (The Netherlands)
       
  7   SOLE VOTING POWER
     
NUMBER OF
  
100,000,000
 
      
SHARES
 8   SHARED VOTING POWER
BENEFICIALLY
    
OWNED BY
  
0
 
      
EACH
 9   SOLE DISPOSITIVE POWER
REPORTING
    
PERSON
  
100,000,000
       
WITH
 10   SHARED DISPOSITIVE POWER
     
   
0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
100,000,000
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  14.69%1
     
14   TYPE OF REPORTING PERSON
   
 
IN
 
1 Based on 630,891,414 shares of common stock issued and outstanding as of December 20, 2007, as reported in the Form 10-KSB filed by the Issuer on February 8, 2008.

SCHEDULE 13D
 
EXPLANATORY NOTE: The Reporting Person (as defined below) initially acquired the Shares (as defined below) of the Issuer (as defined below) as a passive investment. The Reporting Person previously filed a Schedule 13G with respect to the Shares with the SEC (as defined below) on December 18, 2007.

ITEM 1. SECURITY AND ISSUER
 
This Schedule 13D (this “Statement”) relates to the shares of common stock, par value $0.01 per share (the “Shares”), of Lithium Technology Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 5115 Campus Drive, Plymouth Meeting, Pennsylvania 19462.
 
ITEM 2. IDENTITY AND BACKGROUND
 
(a) The person filing this Statement is Mr. Eduard Hagens, an individual (the “Reporting Person”).
 
(b) The business address of the Reporting Person is Narcissenlaan 13, 2970 Schilde, Belgium.
 
(c) The principal occupation of the Reporting Person is an investor and he conducts his investment activities at Narcissenlaan 13, 2970 Schilde, Belgium.

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f) The Reporting Person is a citizen of The Netherlands.
 
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
All funds used to purchase the Shares set forth herein on behalf of the Reporting Person have come directly from the personal funds of the Reporting Person. The aggregate amount of funds used in purchasing the Shares included in Item 5 of this Statement was approximately $7,000,000.
 

ITEM 4. PURPOSE OF TRANSACTION
 
On April 4, 2008, the Reporting Person sent the attached letter dated April 3, 2008, to the Board of Directors of the Issuer and to Arch Hill Capital, N.V. (“Arch Hill”) stating that the Reporting Person has determined that (i) the Board of Directors should be made up of persons acceptable to the Reporting Person and the other disinterested stockholders, and would not include representatives of Arch Hill or those involved in approving the Debt Settlement Transaction as defined below, (ii) senior management of the Issuer should be evaluated and acceptable to the new Board of Directors, and (iii) the Debt Settlement Transaction must be rescinded and the purported debt “settled” thereunder must be restructured and/or addressed in a manner acceptable to the Reporting Person and the other disinterested stockholders of the Issuer. Such letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Reporting Person’s determination of the foregoing and his decision to send the letter referenced above has arisen out of the matters described below.
 
The Reporting Person initially acquired the Shares reported herein in two transactions in late 2007. In the first transaction, the Reporting Person acquired 20,000 shares of Series C Convertible Preferred Stock (as defined below) directly from the Issuer, pursuant to a Stock Purchase Agreement dated as of November 29, 2007, for an aggregate cash purchase price of $5,000,000. Such shares are convertible into 50,000,000 Shares. Such Stock Purchase Agreement is attached hereto as Exhibit 99.2. In addition, by virtue of a verbal agreement on or about the same time, the Reporting Person acquired beneficial ownership of 50,000,000 Shares in a privately negotiated transaction between Arch Hill and the Reporting Person, for an aggregate cash purchase price of $2,000,000. Following the filing of the Reporting Person’s Schedule 13G on December 18, 2007, the Reporting Person discovered that Arch Hill had only transferred 40,000,000 Shares to the Reporting Person instead of the 50,000,000 Shares that the Reporting Person had purchased. Following considerable communication between the Reporting Person and Arch Hill, on or about February 28, 2008, Arch Hill transferred the remaining 10,000,000 Shares to the Reporting Person.
 
During and following the period of the above-mentioned dispute regarding the 10,000,000 Shares, the Reporting Person began to scrutinize more closely the activities of the Issuer and Arch Hill and their public disclosures. In doing so, the Reporting Person placed particular emphasis on (i) the Issuer’s various disclosures that Arch Hill controls stockholder votes for the Issuer, (ii) the Issuer’s public filings, and failure of the Issuer to keep its public disclosure current, (iii) what the Reporting Person considers to be lack of clear disclosure with respect to the Issuer’s capital stock transactions and other material financing matters, (iv) the Issuer’s recent late Form 10-KSB filing for the year ended December 31, 2006 and (v) the Issuer’s and Arch Hill’s recent public disclosure that the Issuer and Arch Hill have agreed to “settle” certain debt of the Issuer and GAIA Akkumulatorenwerke GmbH, the Issuer’s wholly owned subsidiary, to Arch Hill for the issuance by the Company to Arch Hill of 294,117,647 Shares at a purchase price per share of $.017 and 8,596,753 Shares at a purchase price per share of $.09 (the “Debt Settlement Transaction”).

In connection therewith, the Reporting Person also engaged in various discussions with another stockholder of the Issuer as part of its investigation with respect to the foregoing matters, and attended meetings on March 4, 2008 and thereafter with such other stockholder. At the March 4 meeting, the Reporting Person questioned the foregoing matters and discussed the possibility of seeking a change of the senior management and Board of Directors of the Issuer, including by action of the other stockholder by meeting with the Company or Arch Hill. It is the Reporting Person’s understanding that since such meetings, such other stockholder has met with and discussed a change of the Board of Directors of the Company with representatives of Arch Hill and/or the Company. While the Reporting Person believes that such discussions are ongoing, such discussions have not resulted in a resolution of the issues identified above in a manner acceptable to the Reporting Person. The Reporting Person expressly disclaims “group” status under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules promulgated thereunder, with such other stockholder or any other stockholder of the Company in that the Reporting Person has not agreed to act together with such other stockholder or any other stockholder of the Company with respect the acquiring, holding, voting or any other disposition of the Shares.

As a result of the foregoing matters, and its determination to proceed to seek a change in senior management of the Issuer and the Board of Directors of the Issuer, and the unwinding of the Debt Settlement Transaction, the Reporting Person has delivered the letter to the Issuer and Arch Hill, attached as Exhibit 99.1, and is filing this Statement. The Reporting Person reserves all rights to acquire additional securities of the Issuer in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of its holdings in the Issuer’s securities, or to change his intention with respect to any or all of the matters referred to in this Item 4.

Except as set forth herein, the Reporting Person does not have specific plans or proposals as to (a)-(j) of Item 4 of Schedule 13D. While the Reporting Person has not made a decision to take, or to propose, any specific future actions with respect to the Issuer or its investment therein, and has no specific plan with respect thereto, the Reporting Person is considering its alternatives as to the matters set forth above and reserves the right to propose or take any or all of the actions specified in (a)-(j) of Item 4 of Schedule 13D and to continue to communicate, and to discuss his views, with representatives of the Issuer and other interest holders of the Issuer.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
 
(a)  The Reporting Person beneficially owns 100,000,000 Shares held for his own account consisting of (i) 50,000,000 Shares and (ii) 50,000,000 Shares issuable upon conversion of 20,000 shares of the Issuer’s Series C Convertible Preferred Stock, par value $.01 per share (the “Series C Preferred Stock”). All such Shares represent beneficial ownership of approximately 14.69% of the Shares, based on 630,891,414 Shares issued and outstanding as of December 20, 2007, as disclosed in the Form 10-KSB for the fiscal year ended December 31, 2006 filed by the Issuer with the SEC on February 8, 2008.
 
(b)  The Reporting Person has the sole power to vote and to direct the disposition of the 100,000,000 Shares of the Reporting Person.

(c) As noted in Item 4 of this Statement, on or about February 28, 2008, Arch Hill transferred the remaining 10,000,000 Shares to the Reporting Person which were initially purchased by the Reporting Person in late 2007.
 
(d) Not Applicable.
 
(e) Not Applicable.
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER
 
The information provided and incorporated by reference in Items 3, 4 and 5 is hereby incorporated by reference.

On November 29, 2007, the Issuer sold 20,000 shares of Series C Preferred Stock for an aggregate purchase price of $5,000,000 to the Reporting Person in a private placement transaction. Each share of Series C Preferred Stock is convertible into 2,500 Shares. At a purchase price of $250 per share of Series C Preferred Stock, the effective purchase price for each underlying Share is $0.10 per share. The Issuer did not pay any underwriting discounts or commissions in connection with the sale of the Series C Preferred Stock in this transaction.
 
Each share of the Series C Preferred Stock is convertible at the option of the holder thereof into 2,500 Shares at any time following the authorization and reservation of a sufficient number of Shares by all requisite action, including action by the Issuer’s Board of Directors and by the Issuer’s stockholders, to provide for the conversion of all outstanding shares of Series C Preferred Stock into Shares.
 
The shares of Series C Preferred Stock are entitled to vote together with the Shares on all matters submitted to a vote of the holders of the Shares. On all matters as to which Shares or shares of Series C Preferred Stock are entitled to vote or consent, each share of Series C Preferred Stock is entitled to the number of votes (rounded up to the nearest whole number) that the Share into which it is convertible would have if such Series C Preferred Stock had been so converted into Shares as of the record date established for determining holders entitled to vote, or if no such record date is established, as of the time of any vote on such matters. Each share of Series C Preferred Stock is entitled to the number of votes that 2,500 Shares would have.

In addition to the voting rights provided above, as long as any shares of Series C Preferred Stock are outstanding, the affirmative vote or consent of the holders of two-thirds of the then-outstanding shares of Series C Preferred Stock, voting as a separate class, will be required in order for the Issuer to:
 
   (i) amend, alter or repeal, whether by merger, consolidation or otherwise, the terms of the Series C Preferred Stock or any other provision of the Issuer’s Charter or Bylaws, in any way that adversely affects any of the powers, designations, preferences and relative, participating, optional and other special rights of the Series C Preferred Stock;
 
   (ii) issue any shares of capital stock ranking prior or superior to, or on parity with, the Series C Preferred Stock; or
 
   (iii) subdivide or otherwise change shares of Series C Preferred Stock into a different number of shares whether in a merger, consolidation, combination, recapitalization, reorganization or otherwise.

The Series C Preferred Stock ranks on a parity with the Shares as to any dividends, distributions or upon liquidation, dissolution or winding up, in an amount per share equal to the amount per share that the Shares into which such Series C Preferred Stock are convertible would have been entitled to receive if such Series C Preferred Stock had been so converted into Shares prior to such distribution.

Other than as described in this Schedule 13D, to the best of the Reporting Person’s knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer.

 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
 
Exhibit No.
Description

99.1
Letter from the Reporting Person to Arch Hill and the Issuer, dated as April 3, 2008.

99.2
Stock Purchase Agreement, dated as of November 29, 2007, between the Issuer and the Reporting Person.

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

Dated: April 3, 2008
/s/ Eduard Hagens
 
Eduard Hagens
 
 


 
EXHIBIT INDEX


Exhibit No.
Description

99.1
Letter from the Reporting Person to Arch Hill and the Issuer, dated as April 3, 2008.

99.2
Stock Purchase Agreement, dated as of November 29, 2007, between the Issuer and the Reporting Person.

EX-99.1 2 v108160_ex99-1.htm
EDUARD HAGENS
Narcissenlaan 13, 2970 Schilde
Belgium

April 3, 2008

Board of Directors
Lithium Technology Corporation
5115 Campus Drive
Plymouth Meeting, Pennsylvania 19462
Attention: Christiaan A. Van Den Berg, Chairman

Arch Hill Capital N.V.
Parkweg 2
2585 JJ’s Gravenhage
The Netherlands
Telephone: 011 31703546818

Ladies and Gentlemen:

As you may know, I am the beneficial owner of 100,000,000 shares of common stock, par value $0.01 par value (the “Common Stock”), of Lithium Technology Corporation, a Delaware corporation (the “Company”). These shares of Common Stock represent approximately 14.69% of the Company’s Common Stock, based upon the 630,891,414 shares of Common Stock issued and outstanding as of December 20, 2007 as set forth in the Company’s Form 10-KSB filed by the Company on February 8, 2008 and as calculated as provided under Rule 13d-3 under the Securities Exchange Act of 1934, as amended. As you also know, I acquired those shares directly from the Company and from Arch Hill Capital N.V. (“Arch Hill”) late in 2007.

Over the past few months, I have conducted an extensive review of the Company’s publicly available filings, reports and records. As a stockholder of the Company, I am deeply concerned about the delinquency and lack of transparency with respect to the Company’s public filings, in particular a clear explanation of the Company’s financing and capital stock transactions and rationale for such transactions and the terms and conditions thereof. I am also greatly concerned by the numerous conflict of interest transactions that the Company has entered into with Arch Hill and its related entities. Finally, I am deeply troubled by the direction of the Company under the direction of current senior management.

In this connection, I find the Company’s public disclosure with respect to its transactions with Arch Hill to be particularly unclear and I am especially troubled by the most recent conflict transaction entered into by the Company with Arch Hill that purports to issue beneficial ownership of more than 300,000,000 shares of Common Stock to Arch Hill, almost all of which were issued to Arch Hill at a price of $.017 per share at a time when the closing sale price of the Common Stock was $.08. This transaction (the “Debt Settlement”), apparently contemplated by that certain Debt Settlement Agreement, dated as of February 27, 2007 (the “Debt Settlement Agreement”) by and between the Company, GAIA Akkumulatorenwerke GmbH (“GAIA”), Arch Hill, Arch Hill Ventures N.V. (“Arch Ventures”) and Arch Hill Real Estate N.V. (“Arch Real Estate,” and collectively with Arch Hill, Arch Ventures and Arch Real Estate, the “Debtholders”), purported to “settle” $5,773,707 of debt stated to be owed by the Company and GAIA to the Debtholders.

Even if the purported debt involved is valid (it has been quite difficult for me to piece together the purported debt being “settled” based upon the Company’s and Arch Hill’s lack of clear disclosure of the background of the Debt Settlement Transaction), it is simply beyond me how the Company’s Board of Directors and Arch Hill could possibly have approved a transaction utilizing a $0.017 share price, at a time when the closing price of the Company’s stock was $0.080 per share on February 27, 2008, the effective date of the Debt Settlement Agreement. Frankly it is truly astounding to me that the Board of Directors, management and Arch Hill could have possibly structured, approved and entered into a fundamental conflict transaction at an almost 80% discount to the then current market value for the Common Stock. Whatever the circumstances of the Company, such a transaction is, in my view, patently unfair and raises fundamental questions as to fulfillment of applicable fiduciary duties. I can assure you that I intend to pursue the unwind of this transaction, as well as a satisfactory resolution of the purported debt involved, and that I reserve all my rights and remedies with respect thereto. I also intend to ensure that any damage that has been caused to the Company or its disinterested stockholders by this transaction is fully recompensed. In fact, in light of this transaction, it may even be appropriate to go back and revisit the various other transactions that the Company has engaged in with Arch Hill and its related parties and determine whether such other transactions were themselves proper and consistent with applicable fiduciary duties.

In light of the foregoing, I have come to the conclusion that (i) the Board of Directors should be made up of persons acceptable to me and the other disinterested stockholders, and would not include representatives of Arch Hill or those involved in approving the Debt Settlement Transaction, (ii) senior management of the Company should be evaluated and acceptable to the new Board of Directors, and (iii) the Debt Settlement Transaction must be rescinded and the purported debt “settled” thereunder must be restructured and/or addressed in a manner acceptable to me and the other disinterested stockholders of the Company.

I would be remiss if I did not remind you that the Company’s Board of Directors has a fiduciary responsibility to all its stockholders and that in the current circumstance both Arch Hill and the Company’s Board must be truly mindful of their actions, both past and future, and that as a disinterested stockholder of the Company I intend to fully protect my rights.

I urge you to carefully consider the path forward. I believe that this matter should be resolved quickly so that the Company and its stockholders do not suffer any further harm or damage.


Very Truly Yours,

/s/ Eduard Hagens
Eduard Hagens

 EX-99.2 3 v108160_ex99-2.htm
 
STOCK PURCHASE AGREEMENT
 
This Stock Purchase Agreement (“Agreement”) is made as of November 29, 2007, between Lithium Technology Corporation, a Delaware corporation (the “Company”), and Eduard Hagens, having an address at Narcissenlaan 13 B-2970 ‘s (the “Purchaser”).
Gravenwezel, Belgium

RECITALS

This Agreement sets forth the terms and conditions upon which the Purchaser is purchasing an aggregate of 20,000 shares of Company Series C Convertible Preferred Stock, par value $0.01 per share (the “Shares”), from the Company.
 
In consideration of the mutual covenants and other agreements set forth herein, the Company and the Purchaser hereby agree as follows:
 
1. Purchase and Sale of the Shares.
 
1.1 Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, the Company is selling, and the Purchaser is purchasing from the Company the Shares at the Closing (as herein defined) for the purchase price of U.S. Five Million Dollars ($5,000,000) (the “Purchase Price”).
 
1.2 The Company and Purchaser acknowledge and agree that the Shares are convertible into 50,000,000 shares of the Company’s Common Stock, par value $0.01 per share, in accordance with the terms of the Certificate of Designation attached hereto as Exhibit A (the “Certificate of Designation”).
 
1.3 Purchaser is delivering to the Company the Purchase Price by wire transfer in same-day funds to the escrow account designated in writing by the Company. The Purchase Price will be held in such escrow account in accordance with the Purchaser and the Company’s escrow instructions until the Closing.
 
2. Closing. The parties agree that the closing of the purchase and sale of the Shares will take place within seven (7) days after the execution and delivery of this Agreement (the “Closing”). At the Closing, the Company shall .convey the Shares to Purchaser.
 
3. Deliveries at the Closing.
 
3.1 At the Closing, the Company shall deliver to Purchaser:
 
(a) Certificates representing the Shares; and
(b) Such other documents as are reasonably requested by the Purchaser.

3.2 At the Closing, the Purchaser will authorize the release of the Purchase Price from the escrow account to the Company.
 
 
 
 
4. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:

4.1  Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
 
4.2  Issuance of Shares. The Shares to be issued at the Closing have been duly authorized by all necessary corporate action and the Shares, when paid for or issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and nonassessable and entitled to the rights and preferences set forth in the Certificate of Designation. When the Conversion Shares are issued in accordance with the terms of the Certificate of Designation such shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders shall be entitled to all rights accorded to a holder of Common Stock.
 
4.3 No Conflict. The Company is not subject to or bound by any agreement, judgment, order or decree of any court or governmental agency which prevents the execution or consummation of this Agreement. Neither the execution of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will constitute a violation of, or conflict with, or default under, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Company is a party or by which the Company is bound.
 
4.4  No Restriction on Sale. There exists no restriction upon the sale and delivery of the Shares by the Company, nor is the Company required to obtain the approval of any person or governmental agency or organization to effect the sale of the Shares. The Shares are not subject to preemptive rights or any similar rights or any liens or encumbrances.
 
4.5 Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 750,000,000 shares of Common Stock, par value $0.01 and 100,000,000 shares of Preferred Stock, par value $0.01 (“Preferred Stock”) of which 1,000 shares of Preferred Stock have been designated Series A Preferred Stock (“Series A Preferred Stock”), 100,000 shares of Preferred Stock have been designated Series B Preferred Stock (“Series B Preferred Stock”) and 300,000 shares of Preferred Stock have been designated Series C Preferred Stock (“Series C Preferred Stock”). As of the date hereof, 561,500,383 shares of Common Stock, 0 shares of Series A Preferred, 100,000 shares of Series B Preferred Stock and 234,983.16 shares of Series C Preferred Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the Company’s filings with the Securities and Exchange Commission (the “SEC Documents”), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances of any nature.
 
4.6 Options, etc. Except as disclosed in this Agreement or in the SEC Documents or the Certificate of Designation:
2
 
(a) There are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries;
 
(b) There are no outstanding debt securities and there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act;
 
(c) There are no outstanding registration statements other than the following Registration Statements on Form SB-2; Nos. 333-114998, 333-127121 and 333-131530, each of which needs to be updated by the Company; and
 
(d) There are no outstanding comment letters from the SEC or any other regulatory agency to which the Company has not responded except with respect to the Registration Statement on Form SB-2 No. 333-131530.
 
4.7  Anti-Dilution Provisions. Except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the transfer of the Shares under this Agreement.
 
4.8  Company Organizational Documents. The Company has furnished to the Purchaser true and correct copies of the Company’s Amended and Restated Certificate of Incorporation, as amended and in effect on the date hereof, and the Company’s By-laws, as amended and in effect on the date hereof.
 
5. Representations and Warranties of Purchaser. The Purchaser hereby represents and warrants to the Company as follows:
 
5.1  Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement of Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
 
5.2  No Conflict. The Purchaser is not subject to or bound by any agreement, judgment, order or decree of any court or governmental agency which prevents the execution and consummation of this Agreement.
 
5.3  Investment Purpose. The Purchaser is acquiring the Shares for his or her own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the “Securities Act”); provided, however, that by making the representations herein, the Purchaser reserve the right to dispose of the Shares at any time in accordance with or pursuant to an effective registration statement covering the Shares or an available exemption under the Securities Act.
3
 
5.4  Accredited Investor Status. The Purchaser is an “Accredited Investor” as that term is defined in Rule 501(a) (3) of Regulation D.
 
5.5  Information. The Purchaser and his or her advisor has been furnished with all materials relating to the business, finances and operations of the Company and information he or she deemed material to making an informed investment decision regarding his or her purchase of the Shares, which have been requested by the Purchaser. The Purchaser and his or her advisors have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by the Purchaser or his or her advisors shall modify, amend or affect the Purchaser’s right to rely on the representations and warranties contained herein regarding the Company. The Purchaser understands that his or her investment in the Shares involves a high degree of risk and the Purchaser has the financial wherewithal to lose his or her entire investment. The Purchaser is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Purchaser to obtain information from the Company in order to evaluate the merits and risks of this investment. The Purchaser has sought such accounting, legal and tax advice, as he or she they considered necessary to make an informed investment decision with respect to his or her acquisition of the Shares. The Purchaser acknowledges that the Company does not have sufficient authorized Common Stock to allow the Purchaser to convert his or her Shares into Common Stock at this time but that the Company intends to conduct a Board meeting and a shareholders’ meeting to increase the authorized Common Stock once the Company’s periodic filings are up to date.
 
5.6  No Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares, or the fairness or suitability of the investment in the Shares, nor have such authorities passed upon or endorsed the merits of the offering of the Shares. The Purchaser understands and acknowledges that the Company has not undertaken and will undertake no efforts to comply with any laws of any jurisdiction outside the United States relating to the issuance and sale of its securities except as may be provided herein.
 
5.7  Transfer or Resale. The Purchaser understands that: (i) the Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) the Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of such securities made in reliance on Rule 144 under the Securities Act (or a successor rule thereto) (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the rights to place stop transfer instructions against the shares and certificates for the Conversion Shares.
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5.8 Legends. The Purchaser understands that the certificates or other instruments representing the Shares shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such stock certificates):
 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.
 
The legend set forth above shall be removed and the Company within two (2) business days shall issue a certificate without such legend to the holder of the Shares upon which it is stamped, if, unless otherwise required by state securities laws, (i) in connection with a sale transaction, provided the Shares are registered under the Securities Act or (ii) in connection with a sale transaction, after such holder provides the Company with an opinion of Counsel, which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer of the Shares may be made without registration under the Securities Act.
 
5.9 Authorization, Enforcement. This Agreement and all related agreements are within Purchaser’s power and have been duly and validly authorized, executed and delivered by the Purchaser and constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Purchaser has undertaken all necessary action to authorize and approve this Agreement and all the related agreements, and the Purchaser is under no obligation to obtain any approval, consent, or other action from any third party in order for the Purchaser to consummate the transaction contemplated hereby.
 
5.10 Receipt of Documents. The Purchaser and his or her counsel have received and had the opportunity to review in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein, (ii) the Company’s Form 10-KSB for the year ended December 31, 2004 and December 31, 2005 and Form 10-KSB-A1 for the year ended December 31, 2005 ; (iii) the Company’s Form 10-QSBs for the quarter ended March 31, 2006; (iv) the Company’s Form 8-Ks filed May 31, 2006, July 21, 2006, October 3, 2006, October 16, 2006, October 24, 2006, November 14, 2006, November 21, 2006, December 4, 2006, December 11, 2006, December 15, 2006, January 17, 2007, February 22, 2007, February 27, 2007, March 12, 2007, March 16, 2007, April 11, 2007, April 24, 2007, May 16, 2007, May 23, 2007, May 24, 2007, May 29, 2007, June 4, 2007, June 8, 2007, June 19, 2007, June 28, 2007, July 17, 2007, July 20, 2007, July 31, 2007, August 15, 2007, August 30, 2007, September 17, 2007, October 5, 2007, and November 21; and (v) answers to all questions the Purchaser submitted to the Company regarding an investment in the Company; and the Purchaser has relied on the information contained therein and has not been furnished any other documents, literature, memoranda or prospectus. The Purchaser acknowledges and agrees that the Company’s representations and warranties are limited to exclusively those expressly stated in this Agreement and exclude any and all statements made in any other business plan, prospectus, projections, memorandum or other document or in any oral communication.
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5.11  Purchase Price. The Purchaser acknowledges that he or she is purchasing the Shares slightly above the current market price for the Company’s Common Stock.
 
6.  Representations and Warranties.The representations and warranties set forth in paragraphs 4 and 5 shall survive the Closing of this Agreement.

7.  Obligations Pending the Closing.

7.1 Confidentiality. Each party will hold and will cause its consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning the other party furnished it by such other party or its representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by the party to which it was furnished, (ii) in the public domain through no fault of such party, or (iii) later lawfully acquired from other sources by the party to which it was furnished) and each party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained except to the extent such information comes into the public domain through no fault of the party required to hold it in confidence, and such information shall not be used to the detriment of, or in relation to any investment in, the other party and all such documents (including copies thereof) shall immediately thereafter be returned to the other party upon the written request of such other party. Each party shall be deemed to have satisfied its obligation to hold such information confidential if it exercises the same care as it takes to preserve confidentiality for its own similar information.

7.2 Further Assurances. Each party hereto shall execute and deliver such instruments and take such other actions as the other party may reasonably require in order to carry out the intent of this Agreement.
 
8. Conditions to Purchaser’s Obligations. Each and every obligation of the Purchaser under this Agreement to be performed on or before the Closing Date shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, unless waived in writing by the Purchaser:
 
8.1 Representations and Warranties True. The representations and warranties of the Company contained in Section 4 hereof, and in all certificates, statements and other documents delivered by the Company to Purchaser pursuant hereto or in connection with the transactions contemplated hereby shall be in all material respects true and accurate as of the date when made and at and as of the Closing Date as though such representations and warranties were made at and as of such date.
 
8.2 Performance. The Company shall have performed and complied with all agreements, obligations and conditions required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and each document and instrument required to be delivered pursuant to Section 3.1 hereof shall have been delivered.
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8.3 No Government Proceeding or Litigation. No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which if adversely determined could have an adverse effect on the business, prospects, financial condition, working capita], cash flow, assets, liabilities, technologies, reserves or operations of the Company or which questions the validity or legality of the transactions contemplated hereby.
 
8.4  Material Adverse Change. The Company shall not have suffered any material adverse change in its business or financial condition.
 
8.5  Key Employees. No key employee of the Company shall have terminated his or her employment or have indicated an intention to do so.
 
8.6  Certificates. The Company shall have furnished Purchaser with such certificates to evidence compliance with the conditions set forth in this Section 8 as may reasonably be requested by Purchaser.
 
9. Conditions to the Obligations of the Company. Each and every obligation of the Company under this Agreement to be performed on or before the Closing Date shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, unless waived in writing by the Company:
 
9.1 Representations and Warranties True. The representations and warranties of Purchaser contained in Section 5 hereof shall be in all material respects true and accurate as of the date when made and at and as of the Closing Date as though such representations and warranties were made at and as of such date.

9.2 Performance. Purchaser shall have performed and complied with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and each document, instrument and payment required to be delivered pursuant to Section 3.2 shall have been delivered.

9.3 Certificates. Purchaser shall have furnished the Company with such certificates of their officers to evidence compliance with the conditions set forth in this Section 9 as may reasonably be requested by the Company.

10. Termination. Anything in this Agreement to the contrary notwithstanding:

10.1  Mutual Consent. This Agreement may be terminated by the mutual consent of the parties hereto.

10.2 Default. In the event that a party hereto shall, contrary to the terms of this Agreement, intentionally fail or refuse to consummate the transactions contemplated herein or to take any other action referred to herein necessary to consummate the transactions contemplated herein, then the non-defaulting party, after affording the defaulting party a 10-day period after notice in which to cure such breach or default, shall have the right to terminate this Agreement with respect to such defaulting party by written notice given to the other party hereto.
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10.3 Upset Date. In the event that the Closing shall not have occurred on or prior to December 30, 2007 then, unless otherwise agreed to in writing by the parties hereto, this Agreement shall terminate on or following such date (as such date may be postponed pursuant hereto), upon written notice given by one party to the other, unless the absence of such occurrence shall he due to the failure or refusal of the party seeking to terminate this Agreement of the type described in Section 10.2.

10.4 Legal Restraint. Either party may, by written notice to the other parties, terminate this Agreement with respect to such party if at the time the written notice of termination is given, there is in effect a preliminary or permanent injunction enjoining consummation of the transactions contemplated hereby.

11. Expenses. All fees and expenses incurred by the Company in connection with this Agreement shall be borne by the Company, and all fees and expenses incurred by Purchaser and all sales, transfer or other similar taxes payable in connection with this Agreement shall be borne by Purchaser.

12. Brokerage. Each party represents and warrants to the other that to the knowledge of such party there are no claims for finder’s fees or other like payments in connection with this Agreement or the transactions contemplated hereby. Each party agrees to indemnify and hold the other harmless from and against any and all claims or liabilities for finder’s fees or other like payments incurred by reason of any action taken by it.

13. Miscellaneous.
 
13.1  Governing Law. This Agreement shall be enforced, governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, without regard to the principles of conflict of laws. The parties hereto hereby submit to the exclusive jurisdiction of the state and federal courts located in New York, New York with respect to any dispute arising under this Agreement or the transactions contemplated hereby. The parties irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. The parties further agree that service of process upon a party mailed by first class mail shall be deemed in every respect effective service of process upon the party in any such suit or proceeding. Nothing herein shall affect either party’s right to serve process in any other manner permitted by law. The parties agree that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.
 
13.2  Headings, etc. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term and vice versa, and words denoting either gender shall include both genders as the context requires.
 
13.3  Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law, Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
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13.4 Entire Agreement: Amendments. This Agreement sets forth the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein, no party makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.

13.5 Notices. Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile or electronic mail (with confirmation of receipt and a copy by first class mail or air mail).

13.6  Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. No party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.

13.7 Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
 
13.8 Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
 
13.9  Counterparts; Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile or electronic transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
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IN WITNESS WHEREOF, the Company and Purchaser have duly executed this Agreement as of the date first set forth above.
     
  LITHIUM TECHNOLOGY CORPORATION
 
 		  
 		  
 
  By:   /s/ Amir Elbaz
 
Amir Elbaz
  Chief Financial Officer

     
  EDUARD HAGENS
 
 		  
 		  
 
  By:   /s/ Eduard Hagens
 
Eduard Hagens
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