IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SOUTHPAW CREDIT OPPORTUNITY

MASTER FUND LP,

Plaintiff,

v.

ADVANCED BATTERY

TECHNOLOGIES, INC.,

Defendant.

C.A. No. 9542-ML

ORDER AND CONFIDENTIALITY AGREEMENT

GOVERNING PRODUCTION OF DOCUMENTS

WHEREAS, by letter dated March 7, 2014, Southpaw Credit

Opportunity Master Fund, L.P. (the "Stockholder") made a demand pursuant to 8

Del. C. 220 (the "Demand") to inspect certain documents of Advanced Battery

Technologies, Inc. (the "Company");

WHEREAS, on April 15, 2014, the Stockholder commenced an

action styled Southpaw Credit Opportunity Master Fund LP v. Advanced Battery

Technologies Inc., C.A. No. 9542-ML (the Complaint) in the Delaware Court

of Chancery;

WHEREAS, in the Complaint, the Stockholder sought to compel

inspection pursuant to 8 Del. C. 220 of certain books and records of the

Company;

GRANTED

EFiled: May 05 2015 01:53PM EDT Transaction ID 57183594

Case No. 9542-ML

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WHEREAS, on February 26, 2015, the Court issued its Final Report

(the Final Report);

WHEREAS, on March 16, 2015, Chancellor Bouchard issued an

order confirming the Final Report;

WHEREAS, the Final Report, among other things, ordered that the

Company disclose certain books and records to the Stockholder;

WHEREAS, the Stockholder appointed the law firm of Elliott

Greenleaf (collectively "Stockholder's Counsel"), as its attorney for purposes

of receiving the books and records;

WHEREAS, the Final Report requires the Stockholder and Company

to enter into a confidentiality agreement to protect any non-public, confidential,

proprietary or commercially sensitive information of the Company or its

subsidiaries; and

IT IS HEREBY ORDERED this 4th day of May, 2015, as follows:

1. Pursuant to the Final Report, within ten (10) business days

following entry of this Stipulated Order, the Company shall produce, subject to the

conditions referred to below, to Stockholder's Counsel copies of the Companys

annual financial information for 2011-2014 and quarterly financial information for

all four quarters of 2014 for the following categories of books and records: (a)

revenue; (b) income before tax; (c) net income; (d) earnings per share; (e) cash and

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cash equivalents; (f) total assets; (g) current asset figures; (h) current liability

figures; and (i) stockholder equity (collectively, the Required Information)

2. The Required Information shall be produced to Stockholders

Counsel electronically at the following electronic mail address:

jms@elliottgreenleaf.com, fax, or any other reasonable means agreed by both

parties.

3. The Company shall designate, in English, which of the

Required Information it believes, in good faith, is entitled to confidential

treatment (the Confidential Information). Such Confidential Information must

be designated by year or quarter and by category of information.

4. If any of the Required Information is designated as

Confidential Information, the Stockholder shall have five (5) business days to

challenge, in writing, the designation of any such information the Stockholder

believes, in good faith, should not be entitled to confidential treatment (the

Challenged Information).

5. Following written notice that the Stockholder has challenged

the designation of any Required Information as being Confidential Information,

the Company shall have three (3) business days to either: (a) remove the

confidential designation; or (b) in writing affirm that it still maintains that such

information should remain confidential. The Companys failure to affirmatively

maintain, in the time specified above, that such information should remain

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confidential shall result in a waiver of such a claim of confidentiality.

6. If, as set forth in Section 5(b) above, the Company continues

to maintain that any of the Challenged information should still be subject to

confidential treatment, the Stockholder may bring the dispute before the Court for

resolution.

7. The Company expressly reserves the right to withhold

documents it believes, in good faith, are protected from disclosure by the attorney-

client privilege, the work product privilege or any other applicable privilege or

doctrine. To the extent the Company withholds any such Required Information on

such a basis (collectively, the Withheld Documents), within five (5) business

days from the date of entry of this Stipulated Order, for each Withheld Document,

the Company shall provide to Stockholders Counsel written notice: (a) listing the

year or quarter and the category of information; and (b) specifying privilege or

doctrine asserted for withholding the information. The Stockholder shall have five

(5) business days from receipt of such written notice to challenge the designation

of any of the Withheld Documents. Following such a challenge, the Company

shall have three (3) business days to either: (a) produce the Withheld Document; or

(b) affirm in writing that it still maintains that such Withheld Document should not

be produced due to an applicable privilege or other doctrine. The Companys

failure to affirmatively maintain, in the time frame specified above, that such

information should not be produced due to an applicable privilege or doctrine shall

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result in a waiver of such a claim of privilege or other basis for withholding such

information. If, as set forth in this Section 7 above, the Company continues to

maintain that any of the Withheld Documents should still be protected from

disclosure by the attorney-client privilege, the work product privilege or any other

applicable privilege or doctrine, the Stockholder may bring the dispute before the

Court for resolution.

8. Stockholder's Counsel and each of its Advisors (defined in

Section 9 below) hereby covenant and agree that the Confidential Information shall

be used only for the purposes stated in the Demand and approved by the Final

Report.

9. Subject to the provisions of this Agreement, Stockholder's

Counsel may provide Confidential Information to Stockholder or to an advisor,

once Stockholder's Counsel has received from Stockholder or such advisor and

provided to the Company a duly executed Undertaking in the form attached hereto

as Exhibit A. For purposes of this Agreement, "Advisor" shall mean only the

Stockholder's affiliates, associates, employees, agents, investment advisors

(including proxy solicitors), legal and financial advisors, and any consultants or

experts retained by Stockholder or Stockholder's Counsel for purposes of fulfilling

the purpose stated in the demand for the inspection.

10. Unless otherwise ordered by the Court or agreed upon by the

parties, Stockholder's Counsel and each Advisor will keep the Confidential

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Information confidential and shall not disclose, publish, communicate or transmit

any of the Confidential Information to any person, either directly or indirectly.

Stockholder's Counsel and each Advisor will not maintain or store the Confidential

Information in such a way that creates an unreasonable risk of deliberate or

inadvertent disclosure of the Confidential Information to others. Stockholder's

Counsel and each Advisor shall not make any written, electronic, or other copy of

all or any part of the Confidential Information, except for notes for personal use

("Personal Notes"). Stockholder's Counsel may use the Confidential Information to

enforce Stockholder's legal rights in a court of competent jurisdiction as a

stockholder of the Company under applicable laws and regulations. If

Stockholder's Counsel determines to commence such a lawsuit using Confidential

Information, it agrees that it will request permission of the court to file its

complaint and any other documents containing Confidential Information under

seal. If such permission is denied, Stockholder's Counsel commencing such a

lawsuit shall provide 10 days' written notice to the Company prior to the filing of

any such complaint or other such documents. By filing its complaint or other such

documents under seal, the Stockholder does not waive its right to challenge the

designation of any documents or information as confidential.

11. Stockholder's Counsel and each Advisor will destroy or return

to the Company all Personal Notes and all Confidential Information in its original

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format upon completing the purpose described in the Demand and in no event later

than (i) six months after the final termination of any legal proceedings relating to

the Demand or the enforcement of the Stockholder's rights as a stockholder of the

Company (referred to in paragraph 6 above) or (ii) the date on which Stockholder's

Counsel informs the Company in writing that they do not intend to pursue the

Demand any further. Stockholder's counsel agrees that if they decide that they do

not intend to pursue the Demand any further, they will promptly so inform the

Company. When the Confidential Information and Personal Notes are returned or

destroyed, Stockholder's Counsel and each Advisor will also deliver a sworn

statement that they have complied with this Agreement in all respects.

12. If Stockholder's Counsel or any Advisor is required (orally or

in writing, by interrogatory, subpoena, or any similar process relating to any legal

proceeding, investigation, hearing or otherwise) to disclose any Confidential

Information, Stockholder's Counsel and all Advisors shall (a) provide the Company

with prompt written notice upon such receipt of such process, so that the Company

may seek a protective order or other appropriate remedy and/or waive compliance

with this Agreement; and (b) cooperate with the Company in pursuing any such

course of action. In the event that a protective order or other remedy is not

obtained, or if the Company waives compliance with the provisions of this

Agreement, Stockholder's Counsel and the Advisor shall furnish only such

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Confidential Information as they are advised is legally required and shall exercise

commercially reasonable efforts to obtain assurances that confidential treatment

will be accorded to any Confidential Information which is compelled to be

disclosed.

13. All notices and other communications under this Agreement

shall be in writing and shall be given (and shall be deemed to have been duly given

upon receipt) by delivery in person or by, electronic mail, with a copy by Federal

Express or registered or certified mail, postage pre-paid, return receipt requested,

as follows:

If to the Company: If to the Stockholder:

Advanced Battery Technologies, Inc. Southpaw Credit Opportunity

c/o Corporation Service Company Master Fund, LP

2711 Centerville Rd # 400 c/o Jonathan M. Stemerman

Wilmington, Delaware 19801 Elliott Greenleaf

Email: abatob@gmail.com 1105 N. Market Street, Suite 1700

Wilmington, Delaware 19801

Email: jms@elliottgreenleaf.com

14. This Agreement may be executed by the signatories hereto in

separate counterparts, each of which when so executed and delivered shall be an

original, but all such counterparts shall together constitute one and the same

instrument.

15. This Agreement may be modified or waived only by a separate

writing executed by Stockholder's Counsel and the Company that expressly so

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modifies or waives this Agreement. Failure or delay in exercising any right, power

or privilege hereunder shall not operate as a waiver thereof, and no single or

partial exercise of any right, power or privilege hereunder shall preclude any

other or further exercise of any right, power or privilege.

16. Stockholder's Counsel and all Advisors expressly agree and

consent to personal jurisdiction and venue in any action brought to enforce this

Agreement in the Court of Chancery of the State of Delaware. This Agreement

shall be governed by and construed in accordance with the laws of the State of

Delaware, without regard to its conflict of laws principles.

17. Stockholder's Counsel agrees that the Company would not

have an adequate remedy at law in the event that this Agreement is breached

by Stockholder's Counsel and agrees that the Company will be entitled to

specific performance, and/or injunctive relief enforceable in the Court, with

respect to the terms hereof, in addition to any other remedy to which the

Company may be entitled at law or in equity.

18. The Company's decision to enter into this Agreement shall

not operate or be interpreted as an admission, either explicit or implicit, that

the protections set forth in this Agreement are adequate to protect the

Confidential Information, nor shall it prejudice the Company's right to

supplement this Agreement, by agreement or Court order, to establish additional

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safeguards to protect its information.

19. If any action is initiated to enforce the confidentiality

provisions of this Agreement, the prevailing party shall be entitled to

reimbursement of all reasonable costs and expenses, including reasonable

attorney fees, incurred by it in connection therewith.

20. This Agreement constitutes the only agreement between

each of the Stockholder's Counsel and the Company with respect to the subject

matter hereof and supersedes all prior agreements, understandings, negotiations

and discussions, whether oral or written.

Abigail M. LeGrow, Master in Chancery

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Exhibit A

UNDERTAKING

I, ________________________hereby certify: (i) my

understanding that Confidential Information is being provided to me pursuant

to the terms and restrictions of a confidentiality agreement entered into between

_____________________ and __________________________, dated as of

_______________, 201_ (the "Confidentiality Agreement" or the

Agreement") and (ii) that I have read the Confidentiality Agreement. I

understand the terms of the Confidentiality Agreement and I agree to be fully

bound by the Confidentiality Agreement.

I hereby (i) agree and consent to submit to the personal jurisdiction,

forum and venue in any action brought in any court, federal or state, within the

State of Delaware in connection with any matter arising to enforce any

provision of the Confidentiality Agreement, (ii) agree that I will not attempt to

deny or defeat personal jurisdiction, forum or venue by motion or other request

for leave from any such court, (iii) agree that I will not bring any action

relating to this Confidentiality Agreement in any court other than a court located

in the State of Delaware, and (iv) agree to service of process for purposes of

proceedings to enforce the Confidentiality Agreement in the manner provided

for notice upon _______________________ in Section 9 of the Agreement.

I understand that any violation of the terms of this Confidentiality

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Agreement may be punishable by such relief as deemed appropriate by the Court.

Dated: Signature: ____________________

/s/ Judge LeGrow, Abigail

Court: DE Court of Chancery Civil Action

Judge: Abigail LeGrow

File & Serve Transaction ID: 57176107

Current Date: May 05, 2015

Case Number: 9542-ML

Case Name: Southpaw Credit Opportunity Master Fund LP vs Advanced Battery Technologies Inc