Company:
Lithium Technology Corporation
10379B Democracy Lane
Fairfax VA 22030
Attention:
Chief Financial Officer
Fax:
703-865-8888
Email:

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With copies (which shall not constitute notice) to:
Gallagher, Briody & Butler
155 Village Boulevard, 2nd Floor
Princeton, NJ
08540
Attention:
Barbara J. Comly
Fax:
(609) 452-0090
Email:

If to the Buyer:
To the address of the Buyer set forth on the signature page hereto.
With copies (which shall not constitute notice) to:
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York
10104
Attention:
Spencer D. Klein, Esq.
Fax:
(212) 378-2416
Email: SKlein@Mofo.com
SECTION 7.3.
Governing Law; Jurisdiction; Waiver of
Jury Trial; Service of Process.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT-OF-LAW PROVISIONS.
IN CONNECTION WITH THE ADJUDICATION OF ANY
DISPUTES RELATING TO THIS AGREEMENT, EACH PARTY HEREBY IRREVOCABLY (A) SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN NEW
YORK, NEW YORK, BOROUGH OF MANHATTAN; (B) WAIVES, AND AGREES NOT TO ASSERT, (1)
ANY CLAIM THAT IT IS NOT SUBJECT TO THE JURISDICTION OF, OR ANY OBJECTION TO THE
LAYING OF VENUE IN, ANY SUCH COURT OR THAT SUCH ACTION HAS BEEN COMMENCED IN AN
IMPROPER OR INCONVENIENT FORUM AND (2) ANY RIGHT IT MAY HAVE TO TRIAL BY JURY;
AND (C) AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S.
REGISTERED MAIL TO SUCH PARTY'S ADDRESS AS PROVIDED HEREIN SHALL BE EFFECTIVE
WITH RESPECT TO ANY MATTER FOR WHICH IT HAS SUBMITTED TO JURISDICTION HEREBY;
PROVIDED, THAT THE FOREGOING SHALL NOT CONSTITUTE A GENERAL CONSENT TO SERVICE
OF PROCESS AND SHALL HAVE NO EFFECT FOR ANY PURPOSE EXCEPT AS SET FORTH IN THIS
SECTION.
A JUDGMENT IN ANY SUCH ACTION MAY BE ENFORCED IN ANY OTHER COURTS TO
WHOSE JURISDICTION THE APPLICABLE PARTY MAY BE SUBJECT.
EACH PARTY (X)
CERTIFIES THAT NO AGENT OF ANY PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (Y) ACKNOWLEDGES THAT IT AND EACH OTHER PARTY HAS BEEN
INDUCED TO ENTER INTO THE AGREEMENTS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN THIS SECTION.
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.
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SECTION 7.4.
Entire Agreement.
This Agreement and the
other Transaction Documents (together with all appendices, schedules, exhibits,
annexes and attachments thereto) constitute the entire agreement of the parties
hereto with respect to the subject matter hereof and thereof and supersede all
prior agreements and undertakings, both written and oral, between the parties
with respect to the subject matter hereof and thereof.
SECTION 7.5.
Assignment.
Neither this Agreement nor
any of the rights, interests or obligations hereunder may be assigned (i) by the
Buyer