<PAGE> 1
EXHIBIT 10.47
FORM OF WARRANT AMENDMENT
This 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 has entered into an Agreement and Plan of Merger dated as
of January 19, 2000 ("Merger Agreement") with Pacific Lithium Limited ("PLL"),
as amended.
WHEREAS, in accordance with the Merger Agreement, LTC desires to amend
certain provisions of the Warrants subject to the terms and conditions of this
Agreement.
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 provisions of the Warrant are amended and restated as
follows:
(a) The exercise price of the Warrant is $0.15 per share.
(b) The Expiration Date of the Warrant is the earlier of (i) the
original expiration date set forth in the Warrant, or (ii) the
date thirty (30) days prior to the closing of the Merger
between LTC and Pacific Lithium Limited.
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 reduction of the exercise price 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
independent counsel in reviewing this document and further acknowledges
that the law firm of Gallagher, Briody & Butler has memorialized the
within Agreement and has provided legal advice solely to LTC with
respect to this Agreement.
<PAGE> 2
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: _______________, 2000 LITHIUM TECHNOLOGY CORPORATION
By:_________________________________
David J. Cade
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:_______________________________________
