Exhibit 10.43
Lithium Technology Corporation
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As of October 4, 2002
Arch Hill Ventures N.V.
GAIA Holding B.V.
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Gentlemen:
Reference is made to the Agreement (the "Share Exchange Agreement") dated
as of June 7, 2002 between Hill Gate Capital N.V. ("Hill Gate") and Lithium
Technology Corporation ("LTC") which provides for, among other things, the
acquisition by LTC of shares of GAIA Holding B.V. ("GAIA Holding") constituting
60% of the outstanding shares of GAIA Holding. We understand that the name of
Hill Gate has been changed to Arch Hill Real Estate N.V. ("Arch Hill Real
Estate") and all of the outstanding GAIA Holding Shares and all of the rights
and obligations of Hill Gate under the Share Exchange Agreement were transferred
to Arch Hill Ventures, N.V. a Netherlands corporation ("Arch Hill Ventures" or
the "GAIA Holding Stockholder").
In consideration of the mutual covenants, agreements and representations
contained in the Share Exchange Agreement, in the Ancillary Agreements and
herein and other good and valuable consideration, this letter confirms that:
1. Without the prior written consent of LTC, GAIA Holding will not
directly or indirectly transfer or instruct any party to transfer the legal
ownership of the shares of GAIA Akkumulatorenwerke GmbH ("GAIA") held by Arch
Hill Real Estate or Stichting Administratiekantoor GAIA, a Netherlands trust
("Stichting") to any party other than to GAIA Holding.
2. Upon the written direction of LTC, GAIA Holding will instruct Arch Hill
Real Estate and Stichting to transfer the legal ownership of the shares of GAIA
held by Arch Hill Real Estate and Stichting to GAIA Holding for no payment.
Notwithstanding the foregoing, in the event that the transfer of the foregoing
shares results in a negative tax implication to GAIA (the "Tax Effect") that
would otherwise be avoided by not transferring the shares, then LTC shall be
obligated to compensate shareholders of GAIA Holding other than LTC in the
amount of such Tax Effect multiplied by the percentage of shares of GAIA Holding
that are beneficially owned by shareholders of GAIA Holding other than LTC (by
way of example if the Tax Effect was $1,000,000 and LTC beneficially owned 60%
of the GAIA shares (as it owns as of the date of this Agreement), then LTC would
be required to pay $400,000 to shareholders of GAIA Holding other than LTC).
3. At such time as the parties determine that there would no longer be any
possible Tax Effect as a result of the transfer of shares of GAIA to GAIA
Holding, then the legal ownership of the shares of GAIA held by Hill Gate and
Stichting shall be transferred to GAIA Holding without any payment.
4. The undersigned will execute and do all such acts and things as are
necessary and within their power and authority to carry into effect and/or to
comply with the foregoing and to secure LTC's beneficial interest in 60% of the
outstanding shares of GAIA.
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Kindly confirm your agreement to the foregoing by signing this letter
below and returning the same to the undersigned.
Very truly yours,
LITHIUM TECHNOLOGY CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, Chairman and
Chief Executive Officer
Accepted and agreed to:
GAIA HOLDING B.V.
By: /s/ ▇.▇. ▇▇▇ ▇▇▇▇▇
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Executive Director
ARCH HILL VENTURES N.V.
By: /s/ ▇.▇. ▇▇▇ ▇▇▇▇▇
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Executive Director
ARCH HILL REAL ESTATE N.V.
By: /s/ ▇.▇. ▇▇▇ ▇▇▇▇▇
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Executive Officer
STICHTING ADMINISTRATIEKANTOOR GAIA
By: /s/ ▇.▇. ▇▇▇ ▇▇▇▇▇
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Executive Officer
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