Form of Unsecured 12% Debentures



 Exhibit 4.5 
  
 THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”), HAVE NOT BEEN REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. 
  
 LITHIUM
TECHNOLOGY CORPORATION 
  
 12% Convertible Debenture

  
 March 11, 2005 
  

			
	 No. 1
	 	US$2,500,000

  
 This Debenture (the
“Debenture”) is issued on March 11, 2005 (the ”Closing Date”) by LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), to
                     (together with its permitted successors and assigns, the “Holder”) pursuant to exemptions from
registration under the Securities Act of 1933, as amended. 
  
 ARTICLE I. 
  
 Section 1.01 Principal and
Interest. For value received, the Company hereby promises to pay to the order of the Holder on the Maturity Date (as herein defined) in lawful money of the United States of America and in immediately available funds the principal sum of Two
Million Five Hundred Thousand U.S. Dollars (US$2,500,000), together with interest on the unpaid principal of this Debenture at the rate twelve percent (12%) per year (computed on the basis of a 365-day year and the actual days elapsed) from
the date of this Debenture until paid. Interest shall commence accruing on the issue date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall be payable, at the option of the Holder, either quarterly on,
March 31, June 30, September 30 and December 31 of each year beginning on March 31, 2005, or at the time of conversion of the principal to which such interest relates in accordance with Section 1.02 below. All payments due hereunder (to the extent
not converted into common stock, $.01 par value per share, of the Company (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of 








 
America or, at the option of the Company, in whole or in part, in shares of Common Stock of the Company valued at the then applicable Conversion Price (as
defined herein) on March 11, 2007 (the “Original Maturity Date”). All payments shall be made at such address as the Holder shall hereafter give to the Company by written notice made in accordance with the provisions of this
Debenture. Whenever any amount expressed to be due by the terms of this Debenture is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest
payment date which is not the date on which this Debenture is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Debenture, the
term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. At the Holder’s option,
the outstanding principal sum of this Debenture together with interest on the unpaid principal of this Debenture shall be paid to the Holder in ten (10) equal monthly installments commencing July 15, 2005 and ending on April 15, 2006 (the
“Accelerated Maturity Date”) provided the Holder has delivered the Conversion Waiver Notice (as herein defined) to the Company as set forth in Section 1.02(b) of this Debenture. The “Maturity Date” of this Note
shall be either the Original Maturity Date or the Accelerated Maturity Date, as applicable. 
  
 Section 1.02 Conversion. (a) Optional Conversion. The Holder is entitled, at its option, to convert, and sell on the same day, at any time and from time to time, until payment in full of this
Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the “Conversion Shares”) of the Company’s Common Stock, at the price per share (the “Conversion Price”)
equal to an amount equal to one hundred percent (100%) of the average closing price of the Common Stock as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the “Fixed Price”) for the twenty (20) trading
days immediately preceding the Conversion Date (as defined herein) (“Conversion Price”). As used herein, “Principal Market” shall mean The National Association of Securities Dealers Inc.’s Over-The-Counter
Bulletin Board, Nasdaq SmallCap Market, or American Stock Exchange. If the Common Stock is not traded on a Principal Market, the Closing Bid Price shall mean, the reported Closing Bid Price for the Common Stock, as furnished by the National
Association of Securities Dealers, Inc., for the applicable periods. No fraction of shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To
convert this Debenture, the Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit ”A” to this Debenture, with appropriate insertions (the “Conversion Notice”), to the Company at its
address as set forth herein. The date upon which the conversion shall be effective (the “Conversion Date”) shall be deemed to be the date set forth in the Conversion Notice. 
  
 (b) Waiver of Conversion Rights. The Holder is entitled, at its
option, to waive the right to convert this Debenture into Conversion Shares as set forth in Section 1.02(a) by giving written notice (the “Conversion Waiver Notice”) to the Company on or before April 15, 2005. The date of the
Conversion Waiver Notice shall be the “Conversion Termination Date”. In the event the Holder delivers the Conversion Waiver Notice, the terms of this Debenture will be amended as follows as of the Conversion Termination Date:

  

	 	(i)	The Accelerated Maturity Date will be the Maturity Date of this Debenture; 

  

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	 	(ii)	This Debenture shall be repayable by the Company solely in lawful money of the United States of America; and 

  

	 	(iii)	All references to, and rights to, conversion of this Debenture into Conversion Shares will be void. 

  
 Section 1.03 Reservation of Common Stock. The Company shall reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Debenture, such number of shares of Common Stock as shall from time to time be sufficient to effect such conversion, based upon the Conversion Price. If
at any time the Company does not have a sufficient number of Conversion Shares authorized and available, then the Company shall call and hold a special meeting of its stockholders within thirty (30) days of that time for the sole purpose of
increasing the number of authorized shares of Common Stock. 
  
 Section 1.04 Interest Payments. The interest so payable will be paid at the time of maturity or conversion to the person in whose name this Debenture is registered. At the time such interest is payable, the Holder, in its sole
discretion, may elect to receive the interest in cash (via wire transfer or certified funds) or in the form of Common Stock. In the event of default, as described in Article III Section 3.01 hereunder, the Holder may elect that the interest be paid
in cash (via wire transfer or certified funds) or in the form of Common Stock. If paid in the form of Common Stock, the amount of stock to be issued will be calculated as follows: the value of the stock shall be the Closing Bid Price on: (i) the
date the interest payment is due; or (ii) if the interest payment is not made when due, the date the interest payment is made. A number of shares of Common Stock with a value equal to the amount of interest due shall be issued. No fractional shares
will be issued; therefore, in the event that the value of the Common Stock per share does not equal the total interest due, the Company will pay the balance in cash. 
  
 Section 1.05 Paying Agent and Registrar. Initially, the Company will act as paying agent and registrar. The
Company may change any paying agent, registrar, or Company-registrar by giving the Holder not less than ten (10) business days’ written notice of its election to do so, specifying the name, address, telephone number and facsimile number of the
paying agent or registrar. The Company may act in any such capacity. 
  
 ARTICLE II. 
  
 Section 2.01 Amendments and
Waiver of Default. The Debenture may not be amended. Notwithstanding the above, without the consent of the Holder, the Debenture may be amended to cure any ambiguity, defect or inconsistency, or to provide for assumption of the Company
obligations to the Holder. 
  

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 ARTICLE III. 
  
 Section 3.01 Events of Default. An Event of Default is defined as follows: (a) failure by the Company to pay
amounts due hereunder within fifteen (15) days of the date of maturity of this Debenture; (b) failure by the Company for ten (10) days after notice to it to comply with any of its other agreements in the Debenture; (c) events of bankruptcy or
insolvency; or (d) a breach by the Company of its obligations under the Securities Purchase Agreement which is not cured by the Company within ten (10) days after receipt of written notice thereof. Upon the occurrence of an Event of Default, the
Holder may, in its sole discretion, accelerate full repayment of all debentures outstanding and accrued interest thereon or may, notwithstanding any limitations contained in this Debenture and/or the Securities Purchase Agreement dated the date
hereof between the Company and the Holder (the “Securities Purchase Agreement”), convert all debentures outstanding and accrued interest thereon into shares of Common Stock pursuant to Section 1.02 herein. 
  
 ARTICLE IV. 
  
 Section 4.01 Rights and Terms of Conversion. This Debenture, in
whole or in part, may be converted at any time following the Closing Date, into shares of Common Stock at a price equal to the Conversion Price as described in Section 1.02 above. 
  
 Section 4.02 Re-issuance of Debenture. When the Holder elects to convert a part of the Debenture, then the
Company shall reissue a new Debenture in the same form as this Debenture to reflect the new principal amount. 
  
 Section 4.03 Termination of Conversion Rights. The Holder’s right to convert the Debenture into the Common Stock in accordance with
paragraph 1.02 shall terminate on the earlier of (i) the Conversion Termination Date, and (ii) 5 p.m. New York City time on March 11, 2007 at which time this Debenture, if not repaid in cash by the Company on such date, shall be converted on that
date into Conversion Shares in accordance with the formula set forth in Section 1.02 hereof, and the appropriate shares of Common Stock and amount of interest shall be issued to the Holder. 
  
 ARTICLE V. 
  
 Section 5.01 Anti-dilution. In the event that the Company shall
at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on the outstanding Common Stock, the Conversion Price in effect immediately prior to such subdivision or the issuance of such dividend shall be
proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock, the Conversion Price in effect immediately prior to such combination shall be proportionately increased, effective at the
close of business on the date of such subdivision, dividend or combination as the case may be. 
  

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 ARTICLE VI. 
  
 Section 6.01 Notice. Notices regarding this Debenture shall be sent to the parties at the following addresses,
unless a party notifies the other parties, in writing, of a change of address: 
  

					
	 If to the Company, to:
	  	Lithium Technology Corporation
	 	  	5115 Campus Drive
	 	  	Plymouth Meeting, PA 19462
	 	  	Attention:	  	 John J. McGovern

	 	  	Telephone:	  	 (610) 940-6090

	 	  	Facsimile:	  	 (610) 940-6091

		
	 With a copy to:
	  	Gallagher, Briody & Butler
	 	  	Princeton Forrestal Village
	 	  	155 Village Blvd. – Suite 201
	 	  	Princeton, NJ 08540
	 	  	Attention:	  	 Tom Gallagher, Esq.

	 	  	Telephone:	  	 (609) 452-6000

	 	  	Facsimile:	  	 (609) 452-0090



					
	 If to the Holder:
	 	  

	  	 
	 	 	  

	  	 
	 	 	  

	  	 
	 	 	  

	  	 

  
 Section 6.02
Governing Law. THIS DEBENTURE 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 UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS DEBENTURE, THE AGREEMENTS ENTERED INTO IN
CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 ANY 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. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE
ARISING UNDER THIS DEBENTURE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE. 
  

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 Section 6.03 Severability. The invalidity of any of the provisions of this Debenture shall
not invalidate or otherwise affect any of the other provisions of this Debenture, which shall remain in full force and effect. 
  
 Section 6.04 Entire Agreement and Amendments. This Debenture represents the entire agreement between the parties hereto with respect to the
subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Debenture may be amended only by an instrument in writing executed by the parties hereto. 
  
 Section 6.05 Counterparts. This Debenture may be executed in
multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute on instrument. 
  
 IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as executed this Debenture as of the date first written above.

  

			
	LITHIUM TECHNOLOGY CORPORATION
		
	 By:
	 	  


	 Name:
	 	 John J. McGovern

	 Title:
	 	 Chief Financial Officer



  

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 EXHIBIT “A” 
  
 NOTICE OF CONVERSION 
  

(To be executed by the Holder in order to Convert the Debenture) 
  
 TO:  
  
 The undersigned hereby irrevocably elects to convert
US$                     of the principal amount of the above Debenture into Shares of Common Stock of Lithium Technology Corporation,
according to the conditions stated therein, as of the Conversion Date written below. 
  

					
	Conversion Date:	 	  


	Applicable Conversion Price:	 	  


	Signature:	 	  


	Name:	 	  


	Address:	 	  


	Amount to be converted:	 	US$	 	  


	Amount of Debenture unconverted:	 	US$	 	  


	Conversion Price per share:	 	US$	 	  


	Number of shares of Common Stock to be issued:	 	  


	Please issue the shares of Common Stock in the following name and to the following address:	 	  


		
	Issue to:	 	  


	Authorized Signature:	 	  


	Name:	 	  


	Title:	 	  


	Phone Number:	 	  


	Broker DTC Participant Code:	 	  


	Account Number:	 	  



  

 A-1