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Exhibit
10.69
CONVERTIBLE
NOTE
July 11, 2007
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| Plymouth
Meeting, PA, USA |
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$3,247,106 |
FOR VALUE RECEIVED , the
undersigned, LITHIUM TECHNOLOGY CORPORATION , a corporation
organized and existing under the laws of the State of Delaware (the
“ Borrower ”), promises to pay
(the “Holder”) at
or other address as the Holder shall specify in writing, the
principal sum of three million two hundred forty seven thousand
one hundred six (U.S.) Dollars ($3,247,106) and will be payable
pursuant to the following terms:
INTEREST RATE : The principal
amount of this Promissory Note (the “Note”) shall
accrue interest at an annual rate of 10%.
PAYMENT TERMS . The Borrower
shall pay all amounts due hereunder (including principal and
accrued interest) on September 1, 2008 (the “Maturity
Date”).
PLACE FOR PAYMENT . Borrower
promises to pay to the order of Holder at the place for payment and
according to the terms for payment the principal amount plus
interest at the rates stated above. All unpaid amounts shall be due
by the final scheduled payment date.
OPTIONAL CONVERSION BY THE HOLDER
. The Holder is entitled, at his option, to convert, at any time
and from time to time, until the Maturity Date, all or any part of
the principal amount of the Note, plus accrued interest, into
shares (the “Conversion Shares”) of the Company’s
common stock, par value $.001 per share (“Common
Stock”), at the price per share (the “Conversion
Price”) equal to ten cents ($0.10) per share (the
“Fixed Price”). To convert this Note, the Holder hereof
shall deliver written notice thereof, substantially in the form of
Exhibit “A” to this Note, 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.
BORROWER’S PRE-PAYMENT
RIGHT . Borrower reserves the right to prepay this Note in
whole or in part, prior to maturity, without penalty. Upon delivery
of a pre-payment notice to the Holder, Holder shall have the right
to convert the Note into the Conversion Shares within seven
(7) days.
DEFAULT AND ACCELERATION CLAUSE
. If Borrower defaults in the payment of this Note or in the
performance of any obligation, and the default continues after
Holder gives Borrower notice of the default and the time within
which it must be cured, as may be required by law or written
agreement, then Holder may declare the unpaid principal balance and
earned interest on this Note immediately due. Borrower and
each surety, endorser, and guarantor waive all demands for payment,
presentation for payment, notices of intentions to accelerate
maturity, notices of acceleration of maturity, protests, and
notices of protest, to the extent permitted by law.
INTEREST ON PAST DUE
INSTALLMENTS AND CHARGES . All past due installments of
principal and/or interest and/or all other past-due incurred
charges shall bear interest after maturity at the maximum amount of
interest permitted by the Laws of the State of Delaware until
paid. Failure by Borrower to remit any payment by the
15 th day following the date that such payment is due
entitles the H
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