0001144204-12-001116 Sample Contracts

LOAN COMMITMENT December 30, 2011
Security Agreement • January 6th, 2012 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies • Illinois

Wanxiang International Investment Corporation, a Cayman Islands corporation or an affiliate (“Lender”), agrees to make the above-referenced loan pursuant to the terms of this commitment (“Commitment”) subject to the following terms and conditions:

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ESCROW AGREEMENT
Escrow Agreement • January 6th, 2012 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies • Illinois

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 30 2011, among BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP, (the “Escrow Agent”); ENER1, INC. (“ENER1”), and WANXIANG INTERNATIONAL INVESTMENT CORPORATION (“Wanxiang”).

AMENDMENT NO. 2 TO LOAN AGREEMENT
Loan Agreement • January 6th, 2012 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies • New York

THIS AMENDMENT NO. 2 TO LOAN AGREEMENT (this “Amendment”), dated as of December 30, 2011, is made by and among ENER1, INC., a Florida corporation (“Borrower”), Bzinfin S.A. (“Bzinfin”), Liberty Harbor Special Investments, LLC (“LHSI”) and Goldman Sachs Palmetto State Credit Fund, L.P. (“GSPSCF”), together with LHSI and Bzinfin, each a “Lender” and collectively, the “Lenders”), and Bzinfin, as agent (“Agent”) for the Lenders.

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