0001354488-10-002452 Sample Contracts

CLASS A WARRANT
Conversion Agreement • August 10th, 2010 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies

This Class A Warrant (this “Class A Warrant”) entitles BZINFIN, S.A., a British Virgin Islands company, or any subsequent holder hereof (the “Holder”), to purchase from ENER1, INC., a Florida corporation (the “Company”), up to 863,806 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price per share equal to $3.40 (the “Exercise Price”), on the terms and subject to the conditions set forth herein. This Class A Warrant is issued pursuant to the terms of a Conversion Agreement, dated as of August 3, 2010 (the “Conversion Agreement”), and the date on which this Class A Warrant is referred to herein as the “Issue Date.” Capitalized terms used herein and not otherwise defined have the meanings set forth in the Conversion Agreement.

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CLASS B WARRANT TO PURCHASE COMMON STOCK
Conversion Agreement • August 10th, 2010 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies

This Class B Warrant (this “Class B Warrant”) entitles BZINFIN, S.A., a British Virgin Islands company, or any subsequent holder hereof (the “Holder”), to purchase from ENER1, INC., a Florida corporation (the “Company”), up to 1,457,672 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price per share equal to $4.25 (the “Exercise Price”), on the terms and subject to the conditions set forth herein. This Class B Warrant is issued pursuant to the terms of a Conversion Agreement, dated as of August 3, 2010 (the “Conversion Agreement”), and the date on which this Class B Warrant is referred to herein as the “Issue Date.” Capitalized terms used herein and not otherwise defined have the meanings set forth in the Conversion Agreement.

CONVERSION AGREEMENT
Conversion Agreement • August 10th, 2010 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies • New York

This CONVERSION AGREEMENT (this “Agreement”), dated as of August 3, 2010 (the “Effective Date”), is by and between ENER1, INC., a Florida corporation (the “Company”), and BZINFIN, S.A., a British Virgin Islands company (the “Lender”).

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