Exhibit
10.7





AMENDED
AND RESTATED


SHAREHOLDERS
AGREEMENT





THIS AMENDED AND RESTATED SHAREHOLDERS
AGREEMENT, dated as of May 5, 2010 (this “Agreement”),
is by and among each of the parties whose names appear on the signature pages
hereof.  Such parties, and their successors and permitted assigns, are
each referred to herein as a “Holder”
and, collectively, as the “Holders”.





A.           Each
Holder is a shareholder of Think Holdings AS, a Norwegian limited liability
company with registration number 992
714 344 (the “Company”), and certain Holders are
party to a Shareholders Agreement that was entered into in August of 2009 (the
“Existing
Agreement”).





B.           This
Agreement amends and restates the Existing Agreement and has been entered into
as a condition to and/or in connection with  an issuance of the
Company’s Series B Convertible Preferred Stock, having a nominal value of NOK
1.00 per share (the “Series B
Preferred Stock”) on or about the date hereof this
Agreement.





In
consideration of the mutual promises made herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree that the Existing Agreement is amended and restated to read
in its entirety as follows:





1.           TERMINOLOGY
AND USAGE.





1.1          Definitions.  When
used herein, the terms below shall have the respective meanings
indicated:





“Affiliate”
means, as to any Person (the “subject
Person”), any other Person (a) that directly or indirectly through
one or more intermediaries controls or is controlled by, or is under direct or
indirect common control with, the subject Person, (b) that directly or
indirectly beneficially owns or holds ten percent (10%) or more of any class of
voting equity of the subject Person, or (c) ten percent (10%) or more of
the voting equity of which is directly or indirectly beneficially owned or held
by the subject Person. For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, through representation on such Person’s board of
directors or other management committee or group, by contract or
otherwise.





“Articles of
Association” means the Articles of Association of the Company, as amended
from time to time.





“Board of
Directors” means the Company’s Board of Directors, as constituted from
time to time.





“Business
Day” means any day other than a Saturday, a Sunday or other day on which
commercial banks located in Norway are authorized or permitted by law to be
closed.


1




“Change of
Control” means the existence, occurrence, or public announcement of, or
entering into an agreement contemplating, any of the following: (a) the direct
or indirect sale, conveyance or disposition of all or substantially all of the
assets of the Company to any Person; (b) a transaction, whether by stock sale,
stock issuance or otherwise, resulting in a Company Subsidiary ceasing to be a
Company Subsidiary; (c) a transaction or series of transactions resulting in a
Person (or two or more Persons acting as a group for the purpose of acquiring,
holding or disposing of securities of the Company) holding more than 50% of the
equity or voting power of the Company; (d) the consolidation, merger or other
business combination of the Company with or into any other entity, immediately
following which the prior shareholders of the Company fail to own, directly or
indirectly, more than 50% of the surviving entity; or (e) the Continuing
Directors do not at any time constitute at least a majority of the Board of
Directors.





“Common
Stock”means the
Company’s Common Stock, having a nominal value NOK 1.00 per share.





“Common Stock
Securities” means Common Stock and Convertible Securities other than
Preferred Securities.





“Company
Subsidiary” means Think Global, AS, Think North America, Inc., Think
Technology AS and any Person that is a Subsidiary of the Company.





“Continuing
Director” means, on any date, a member of the Board of Directors who (i)
was a member of the Board of Directors on the date of this Agreement or (ii) was
nominated in writing by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election or whose election to the
Board of Directors was recommended or endorsed in writing by at least a majority
of the directors who were Continuing Directors at the time of such nomination or
election.





“Convertible
Securities”means convertible stock,
convertible notes, warrants, options, purchase rights, exchange rights and other
securities, instruments or contracts which are convertible into, or exercisable
or exchangeable for, Common Stock.





“Ener1”
means Ener1, Inc., and its successors and permitted assigns.





“Ener1
Shares” means shares of Ener1 common stock.





“Ener1 Share
Price” means, as of a date of determination, the Ener1 VWAP during the 15
consecutive Ener1 Trading Day period ending immediately prior to such date of
determination, providedthat in no event will the Ener1 Share Price be less than US$4.00 (as
appropriately adjusted for any stock dividend, stock split, reverse stock split
or other similar transaction).





“Ener1 Principal
Market” means The Nasdaq Global Market or such other principal exchange,
market or quotation system on which Ener1 common stock is listed, traded or
quoted.


2




“Ener1 Trading
Day” means any day on which Ener1 common stock is traded or quoted on the
Ener1 Principal Market.





“Ener1
VWAP” means, with respect to a period of Ener1 Trading Days, the volume
weighted average price of one share of Ener1 common stock during such Ener1
Trading Day period on the Ener1 Principal Market as reported by Bloomberg
Financial Markets or, if Bloomberg Financial Markets is not then reporting such
prices, by a comparable reporting service of national reputation selected by
Ener1 and reasonably satisfactory to the Holders holding a majority of the
Series B Put Shares.  If Ener1 VWAP cannot be calculated on such Ener1
Trading Day on any of the foregoing bases, then Ener1 shall submit such
calculation to an independent investment banking firm reasonably acceptable to
the Holders holding a majority of the Series B Put Shares, and shall cause such
investment banking firm to perform such determination and notify Ener1 and such
Holders of the results of determination no later than 10 Business Days from the
time such calculation was submitted to it by Ener1.  All such
determinations shall be appropriately adjusted for any stock dividend, stock
split, reverse stock split or other similar transaction during such
period.





“Governmental
Authority” means any nation or government, any state, provincial or
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including, without limitation, any stock exchange, securities market and
self-regulatory organization.





“Investinor”
means Investinor AS, and its successors and permitted assigns.





“Lead
Investors” means Rockport and Ener1.





“Person”
means any individual, corporation, trust, association, company, partnership,
joint venture, limited liability company, joint stock company, Governmental
Authority or other entity.





“Preferred
Securities” means Series A Securities and Series B
Securities.





“Preferred
Stock” means the Series A Preferred Stock and the Series B Preferred
Stock.





“Qualified Public
Offering” means a firm commitment underwritten public offering of not
less than NOK 250,000,000 in Common Stock at a per share offering price of not
less than NOK 40.00 (as adjusted for stock splits, stock dividends, reverse
stock splits and similar events).





“Requisite Series
A Holders” means, as of a date of determination, the Holders holding at
least two-thirds of the Series A Preferred Shares outstanding as of such
date.





“Requisite Series
B Holders” means, as of a date of determination, the Holders holding at
least two-thirds of the Series B Preferred Shares outstanding as of such
date.


3





“Rockport”
means Rockport Capital Partners, and its successors and permitted
assigns.





“Securities”
means the Preferred Securities and the Common Stock Securities.





“Series A
Holders” means the holders of the Series A Preferred Stock.





“Series A
Preferred Stock” means the Company’s Series A Convertible Preferred
Stock, having a nominal value of NOK 1.00 per share.





“Series A
Securities” means Series A Preferred Stock and convertible stock,
convertible notes, warrants, options, purchase rights, exchange rights and other
securities, instruments or contracts which are convertible into, or exercisable
or exchangeable for, Series A Preferred Stock.





“Series A
Warrant” means a warrant that will be exercisable into shares of Series A
Preferred Stock.





“Series B
Holders” means the holders of the Series B Preferred Stock.





“Series B Put
Shares” means all of the Series B Preferred Stock that were sold under
the Second SISA other than to Ener1 or ITOCHU Corporation.  For the
avoidance of doubt, Series B Put Shares do not include any Series B Preferred
Stock underlying Series B Warrants (including warrants issued under the Second
SISA) and do not include any Series B Preferred Stock that were sold and/or
issuable in connection with the First SISA or any other agreement other than the
Second SISA.





“Series B
Securities” means Series B Preferred Stock and convertible stock,
convertible notes, warrants, options, purchase rights, exchange rights and other
securities, instruments or contracts which are convertible into, or exercisable
or exchangeable for, Series B Preferred Stock.





“Series B
Warrant” means a warrant that will be exercisable into shares of Series B
Preferred Stock.





“Subsidiary”
means, with respect to any Person, any corporation or other entity of which at
least a majority of the outstanding shares of stock or other ownership interests
having by the terms thereof ordinary voting power to elect a majority of the
board of directors (or Persons performing similar functions) of such corporation
or entity is at the time directly or indirectly owned or controlled by such
Person or one or more of its Subsidiaries or by such Person and one or more of
its Subsidiaries.





“Termination
Date” means the earlier of (i) the date on which there are no more Series
B Preferred Stock or Series B Warrants outstanding and (ii) the date on which a
Qualified Public Offering is resolved by the Company or a successor to the
Company.


4





“Valmet”
means Valmet Automotive Inc., and its successors and permitted
assigns.





“Warrants”
means the Series A Warrants and the Series B Warrants.





1.2          Definitional
Cross-References.  Each of the following additional terms shall
have the meaning defined for such term in the Section set forth opposite such
term below:





“Agreement”
            Preamble“Appraiser”
            Section
      10.3“Common
      Stock Pro Rata Share”
            Section
      3.4“Common
      Stock Tag-Along Shares”
            Section
      3.4“Company”
            Recitals“First
      SISA”
            Section
      9“Holder”
            Preamble“Put
      Deadline”
            Section
      4.1“Put
      Price”
            Section
      4.2“Put
      Right”
            Section
      4.1“Investinor
      Put Option”
            Section
      10.2“ROFR”
            Section
      2.1“ROFR
      Notice”
            Section
      2.2“ROFR
      Securities”
            Section
      2.2“Second
      SISA”
            Section
      9“Securities
      Pro Rata Share”
            Section
      10.2“Series A
      Pro Rata Share”
            Section
      3.3“Series A
      Tag-Along Shares”
            Section
      3.3“Series B
      Preferred Stock”
            Recitals“Series B
      Pro Rata Share”
            Section
      3.2“Series B
      Tag-Along Shares”
            Section
      3.2“Subsequent
      Financing”
            Section
      2.1“Tag-Along
      Notice”
            Section
      3.5“Tag-Along
      Right”
            Section
      3.1





1.3           Other Definitional
Provisions.  All definitions contained in this Agreement are
equally applicable to the singular and plural forms of the terms
defined.  The words “hereof”, “herein” and “hereunder” and words of
similar import contained in this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement.





2.           RIGHT OF
FIRST REFUSAL.




2.1           Subsequent
Financing.  The Holders shall cause each offering by the
Company of its Common Stock or Convertible Securities (each, a “Subsequent
Financing”) effectuated prior to the Termination Date to include a right
by each Holder to purchase, in accordance with this Section 2,
up to an amount of the securities so offered necessary for such Holder to
maintain its percentage equity ownership of the Company after giving effect to
such Subsequent Financing.  The right of first refusal described in
this Section 2
is referred to herein as the “ROFR”.


5





2.2           Notification; Exercise of
ROFR.  If the Company desires to effectuate a Subsequent
Financing, the Holders shall cause the Company to notify each Holder of the
material terms of such proposed Subsequent Financing, including the terms of the
securities to be offered (the “ROFR
Securities”), and the amount of such ROFR Securities that each Holder is
entitled to purchase (such notice, a “ROFR
Notice”).  In order to exercise its ROFR, a Holder must notify
the Company of the amount of ROFR Securities it wishes to purchase within ten
Business Days of its receipt of the applicable ROFR Notice.





2.3           Closing
Requirements.  Upon completion of the procedures described in
Section
2.2, the Company shall have 120 days to consummate the Subsequent
Financing on terms that are the substantially the same (or more favorable to the
Company than) as set forth in the applicable ROFR Notice.  If,
however, (i) the terms of such Subsequent Financing have changed and do not
comply with the preceding sentence, or (ii) the Company is unable to consummate
such Subsequent Financing within the requisite 120 day period; then the Holders
shall be required to cause the Company to repeat the procedures set forth herein
as if the Company is proposing a new Subsequent Financing.  No Holder
shall receive terms in a Subsequent Financing that are more favorable to those
received by other Holders in such Subsequent Financing, unless such differences
in terms were specified in the ROFR Notice or otherwise consented to by the
participating Holders.  No Holder that initially waived its ROFR with
respect to a Subsequent Financing shall be permitted to participate in such
Subsequent Financing without the consent of both the Requisite Series A Holders
and the Requisite Series B Holders.





2.4           Exceptions to
ROFR.  Notwithstanding the foregoing, the ROFR shall not apply
to (i) any issuance of securities under Convertible Securities in accordance
with their terms, so long as such Convertible Securities were outstanding prior
to the date hereof or issued in compliance with this Agreement, (ii) any
issuance of securities approved by the independent members of the Board of
Directors under the Company’s stock compensation pool, and (iii) any issuance of
securities as consideration for a strategic acquisition or leasing transaction,
providedthat such
acquisition or lease was negotiated on an arm’s-length basis and approved by the
independent members of the Board of Directors.





3.           TAG-ALONG
RIGHTS.





3.1           General.  The
provisions of this Section 3
are intended to give (i) each Series B Holder a “tag-along” right to sell its
Series B Securities along with any other Holder selling any of its Securities,
and (ii) each Series A Holder a “tag-along” right to sell its Series A
Securities along with any other Holder selling any of its Series A Securities or
Common Stock Securities (but not along with any sale of Series B
Securities).  The “tag-along” rights described in this Section 3
are referred to herein as the “Tag-Along
Right”.  The provisions of this Section 3shall not apply to a “put” transaction effectuated in accordance with
Section
4.


6


3.2           Proposed Sale of Series B
Securities.  A Holder proposing to sell any of its Series B
Securities must first give each other Series B Holder the right to sell on
substantially the same terms (along with such selling Holder) up to its Series B
Pro Rata Share of the Series B Tag-Along Shares.  As used herein, the
term “Series B
Tag-Along Shares” means the aggregate number of Series B Preferred Shares
proposed to be sold by a selling Holder determined on an “as-exercised” basis,
and the term “Series B Pro Rata
Share” means, with respect to a Holder for which such determination is
being made, the percentage obtained by dividing (i) the aggregate
number of Series B Preferred Shares held by such Holder (determined on an
“as-exercised” basis) by (ii) the aggregate number of Series B Preferred Shares
held by all Holders (determined on an “as exercised” basis).





3.3           Proposed Sale of Series A
Securities.  A Holder proposing to sell any of its Series A
Securities must first give each other Holder the right to sell (along with such
selling Holder) up to its Series A Pro Rata Share of the Series A Tag-Along
Shares.  As used herein, the term “Series A
Tag-Along Shares” means the aggregate number of shares of Common Stock
underlying the Series A Securities proposed to be sold by a selling Holder
determined on an “as-exercised” and “as-converted” basis, and the term “Series A Pro Rata
Share” means, with respect to a Holder for which such determination is
being made, the percentage obtained by dividing (i) the aggregate
number of shares of Common Stock underlying all of the Preferred Securities held
by such Holder (determined on an “as-converted” and “as-exercised” basis) by
(ii) the aggregate number of shares of Common Stock underlying all of the
Preferred Securities held by all Holders (determined on an “as-converted” and
“as exercised” basis).





3.4           Proposed Sale of Common
Stock Securities.  A Holder proposing to sell any of its Common
Stock Securities must first give each other Holder the right to sell (along with
such selling Holder) up to its Common Stock Pro Rata Share of the Common Stock
Tag-Along Shares.  As used herein, the term “Common Stock
Tag-Along Shares” means the aggregate number of shares of Common Stock
underlying the Common Stock Securities proposed to be sold by a selling Holder
determined on an “as-exercised” and “as-converted” basis, and the term “Common Stock Pro
Rata Share” means, with respect to a Holder for which such determination
is being made, the percentage obtained by dividing (i) the aggregate
number of shares of Common Stock held by such Holder plus the aggregate number
of shares of Common Stock underlying all of the Securities held by such Holder
(determined on an “as-converted” and “as-exercised” basis) by (ii) the aggregate
number of shares of Common Stock held by all Holders plus the aggregate number
of shares of Common Stock underlying all of the Securities held by all Holders
(determined on an “as-converted” and “as exercised” basis).





3.5           Notification; Exercise of
Tag-Along Right.  If a Holder desires to sell any of its
Securities, it shall notify each Holder eligible hereunderto
participate in such sale of the material terms thereof, including the aggregate
number and type of Securities to be sold, and the aggregate amount and type of
consideration to be received in such sale (such notice, a “Tag-Along
Notice”).  In order to exercise its Tag-Along Right, an
eligible Holder must notify the selling Holder that it is exercising its right
and of the number of Securities it intends to sell within ten Business Days of
its receipt of the applicable Tag-Along Notice.





3.6           Closing
Requirements.  Upon completion of the procedures described in
Section
3.5, the selling Holder and participating Holders shall have 120 days to
consummate the proposed sale of Securities on terms that are the substantially
the same (or more favorable to the purchaser than) as set forth in the
applicable Tag-Along Notice.  If, however, (i) the terms of such sale
have changed and do not comply with the preceding sentence, or (ii) the selling
and participating Holders are unable to consummate such sale within the
requisite 120 day period, the selling Holder shall be required to repeat the
procedures set forth herein as if it is proposing a new sale of its
Securities.


7




3.7           Exceptions to Tag-Along
Right.  Notwithstanding the foregoing, the Tag-Along Right
shall not apply to any assignment or transfer of any Securities by a Holder to
one or more of its Affiliates.





4.           PUT
RIGHT FOR SERIES B PUT SHARES.




4.1           General.  Holders
that purchased Series B Put Shares will have the right to sell such shares to
Ener1 in consideration for Ener1 Shares (the “Put
Right”).  The Put Right shall expire at the earlier of (i) 5
pm, New York City time, on the one year anniversary of the date of this
Agreement, and (ii) the date on which the Put Right has been exercised with
respect to all Series B Put Shares (such earlier date, the “Put
Deadline”).  Each Holder that exercises the Put Right will be
required to assign to Ener1 for no additional consideration one-half of the New
ATVM Warrants (as defined in the Second SISA) it received as part of its
purchase of the Series B Put Shares subject to such put.  The
aggregate put amount that Ener1 will be obligated to honor under this Section 4will be capped at US$27,500,000, and the maximum amount a Holder may put
to Ener1 will be equal to the product of US$27,500,000 and a fraction, the
numerator of which is the total number of Series B Put Shares beneficially owned
by such Holder, and the denominator of which is the total number of Series B Put
Shares beneficially owned by all Holders other than Ener1.





4.2           Put Price and Calculation of
Ener1 Shares subject to Put Right.  The per share sale price
(the “Put
Price”) will be US$1.67 (as appropriately adjusted for any stock
dividend, stock split, reverse stock split or other similar
transaction).  The number of Ener1 Shares issued in connection with an
exercise of a Put Right will be equal to the quotient of (x) the aggregate Put
Price divided
by (y) the Ener1 Share Price determined as of the date on which the
Holder exercising the Put Right has notified Ener1 in writing of the number of
Series B Put Shares it is selling pursuant to its Put Right.





4.3           Issuance of Ener1 Shares;
Assignment of New ATVM Warrants.  For each Put Right that is
exercised in accordance with this Section 4,
Ener1 will promptly deliver a certificate evidencing the applicable number of
Ener1 Shares subject to such Put Right to the exercising Holder, which
certificates may have restrictive legends required under applicable U.S.
securities law.  Each Holder exercising the Put Right will promptly
assign the applicable portion of its New ATVM Warrants subject to such Put Right
to Ener1.





4.4           Registration of Ener1
Shares.  Immediately after the Put Deadline, Ener1 will use its
commercially reasonable efforts to register for resale all of the Ener1 Shares
issued pursuant to the Put Right that remain restricted securities under Rule
144 of the U.S. Securities Act of 1933, as amended.  In furtherance of
the foregoing, Ener1 shall, as promptly as practicable after the Put Deadline,
file a registration statement covering the resale of all such Ener1 Shares with
the U.S. Securities and Exchange Commission and use its commercially reasonable
efforts to cause such registration statement to go effective as promptly as
practicable.


8





4.5           Further
Assurances.  All Holders exercising the Put Right will promptly
execute such documents and take such other actions reasonably necessary to
expeditiously carry out the intent of the foregoing provisions of this Section
4.





5.           CHANGE
OF CONTROL RIGHTS.





5.1           General.  If,
at any time prior to the Termination Date, the Board of Directors propose or
approve a Change of Control, and such Change of Control is consented to by the
Requisite Series B Holders, then, upon the request of the Requisite Series B
Holders, each Holder shall, whether or not such Holder is for or against such
Change of Control, promptly consent to, vote for and raise no objections against
such Change of Control, and if applicable and requested, such Holder shall
promptly sell all of its Securities in connection with such Change of Control on
terms and conditions approved by the Board of Directors and execute all
appropriate agreements, instruments and other documents consistent with and in
furtherance of the foregoing.  This Section 5may be employed to satisfy any requisite shareholder voting requirement,
including, without limitation, any super-majority voting requirement hereunder
or in the Articles of Association.





5.2           Limitations on Change of
Control Rights.  Notwithstanding the foregoing, no Holder shall
be required to execute any agreement or other document under Section 5.1that requires such Holder to do any of the following:





(a)           give
representations and warranties that are materially broader than basic
representations and warranties as to such Holder’s (i) good standing and lawful
existence, (ii) ownership of good title to its Securities free and clear of
liens and encumbrances, (iii) authority and ability to convey title to its
Securities, and (iv) due execution and delivery of the applicable transaction
documents to which such Holder is a party, and the enforceability of such
documents against such Holder;




(b)           be
liable for any breach of representation, warranty or agreement made or given by
any other Person, other than the Company or a Company Subsidiary, in connection
with such Change of Control (except to the extent that funds may be paid out of
an escrow (or deferred purchase price) intended to cover breaches of
representations, warranties and agreements of the Company, any Company
Subsidiary or any Holder in connection with such Change of Control);
or




(c)           be
liable for any reason (other than for such Holder’s fraud or willful misconduct)
for an amount in excess of the aggregate purchase price payable to such Holder
in connection with such Change of Control.




6.           BOARD OF
DIRECTORS.





6.1           Number of
Directors.  The number of directors serving on the Board of
Directors shall be fixed at eight members, unless otherwise consented to by the
Requisite Series B Holders.


9


6.2           Designees by Certain
Holders.  The Series B Holders, voting as a separate class,
have the right to elect seven of the eight members of the Board of Directors;
however, the Series B Holders hereby agree that, so long as (i) any Lead
Investors are Series B Holders, such Lead Investors shall have the right to
designate two independent members to the Board of Directors, (ii) Rockport is a
Series B Holder, it shall have the right to designate one of the members of the
Board of Directors, (iii) Ener1 is a Series B Holder, it shall have the right to
designate two of the members of the Board of Directors, (iv) so long as Valmet
is a Series B Holder, it shall have the right to designate one of the members of
the Board of Directors, and (v) so long as Investinor is a Series B Holder, it
shall have the right to designate one of the members of the Board of
Directors.  The right of the Lead Investors, Rockport, Ener1, Valmet
and Investinor to designate a board member hereunder may not be assigned, unless
such assignment is made to an Affiliate of the assignor.  If the size
of the Board of Directors is changed, such change shall not be effectuated until
the rights of the Series B Holders to designate board members under this Section 6.2has been proportionately adjusted in a manner reasonably satisfactory to
such Series B Holders.





6.3           Election of Reidar
Langmo.  The Series A Holders and the holders of Common Stock,
voting together as a one class, have the right to elect the sixth member of the
Board of Directors; however, such Series A Holders hereby agree that if Mr.
Reidar Langmo is nominated to serve on the Board of Directors, each such Holder
shall vote its shares of Common Stock (and its Preferred Shares when voting
together with the Common Stock) in favor of Mr. Langmo’s appointment to the
Board of Directors.





6.4           Insurance and Expense
Reimbursement of Directors.  The Holders shall cause the
Company to have adequate liability insurance for its officers and
directors.  The Holders shall cause the Company to reimburse its
directors for reasonable out-of-pocket travel and other expenses incurred in
connection with their duties as directors of the Company.





7.           INFORMATION
RIGHTS.




From the date of this Agreement until
the Termination Date, the Holders shall cause the Company to prepare and provide
to each Holder audited annual, unaudited quarterly and unaudited monthly
consolidated financial statements, each in form and presentation reasonably
satisfactory to the Requisite Series B Holders, within 90, 45 and 15 days of the
last day of each fiscal year, quarter and month, respectively, and shall cause
the Company to prepare and provide to each Holder a copy of the Company’s annual
operating budget in form and presentation reasonably satisfactory to the
Requisite Series B Holders within 60 days prior to the beginning of each fiscal
year of the Company.  Each Holder shall have the right to visit the
offices of the Company and any Company Subsidiary and inspect their books and
records during normal business hours upon prior notice to the Company or such
Company Subsidiary.




10




8.           ORGANIZATIONAL
DOCUMENTS.




Each
Holder shall use its commercially reasonable efforts to cause the organizational
documents of the Company and each of the Company Subsidiary (including any
rules, regulations or policies of any governing body thereof) to reflect the
terms of this Agreement so as to effectuate and preserve the intent of the
Holders as set forth herein.




9.           STATUS
OF THIS AGREEMENT AND THE HOLDERS' OBLIGATIONS.




Each Holder shall exercise all voting
rights and other powers of control available to it with respect to the Company
in a manner consistent with and in furtherance of the intent of the Holders as
set forth herein at all times during the term of this Agreement, and, if
applicable, shall exercise such rights and powers so that the applicable
provision of this Agreement is duly and promptly observed and given full force
and effect in accordance with the spirit and intent of such
provision.




If any provision of the Articles of
Association of the Company at any time conflicts with any provision of this
Agreement, then for purposes of the rights and obligations of the Holders under
this Agreement, this Agreement shall prevail and the Holders shall, whenever
necessary, exercise all voting and other rights and powers available to them to
amend, waive or suspend the conflicting provision of the Articles of Association
to the extent necessary to permit the Company and its affairs to be administered
as provided in this Agreement.





If the Articles of Association grant
any Holder or class of Holders rights (including, without limitation, redemption
rights and conversion rights) that may not be effectuated without a general
meeting of the Company’s shareholders or other shareholder approval or consent,
then the Holders shall, whenever necessary, exercise all voting and other rights
and powers available to them to authorize such transactions.





The Company and certain Series B
Holders are party to (i) a Securities Investment and Subscription Agreement (the
“First
SISA”), dated as of August 18, 2009 which provides, in part, for the
issuance of Series B Preferred Stock and Series B Warrants upon the satisfaction
of certain conditions specified in the SISA, and the consummation of certain
transactions defined therein as the “Restructuring Transactions” (including the
issuance of additional warrants to the Company’s “emergency bridge lenders”),
and (ii) a Securities Investment and Subscription Agreement (the “Second
SISA”), dated as of the date hereof, which provides, in part, for the
issuance of additional Series B Preferred Stock and Series B
Warrants.  In the event that such Series B Preferred Stock, Series B
Warrants or “emergency bridge” warrants become or have become issuable under the
First SISA or the Second SISA, and/or such issuances or any other Restructuring
Transactions may not be effectuated without a general meeting of the Company’s
shareholders or other shareholder approval or consent, then the Holders shall,
whenever necessary, exercise all voting and other rights and powers available to
them to authorize such issuances and other Restructuring
Transactions.




11




10.         SPECIAL
RIGHTS RELATING TO INVESTINOR.




10.1         Actions Requiring
Super-Majority Consent.  So long as Investinor is a Holder, a
super-majority vote of Holders holding 80% of the total number of votes entitled
to be cast by the Holders party to this Agreement (determined  in
accordance with the Articles of Association, where each share of Series B
Preferred Stock is entitled to two votes, and each share of Series A Preferred
Stock and Common Stock is entitled to one vote) shall be required in order to
(i) relocate the head office of the Company or Think Global, AS outside of the
Kingdom of Norway, (ii) establish a new ultimate parent company for the Think
Group with a head office outside of the Kingdom of Norway, (iii) dispose the
material intellectual property rights pertaining to the components that are a
part of the Th!nk Eldrive/ EV drive system or the material Think brands related
thereto, or (iv) dispose any other intellectual property rights or assets that
are core to the operations of the Company and its Subsidiaries.





10.2         Investinor Put
Option.  If the events described in clauses (i), (ii)or (iii) in
Section
10.1 occur, Investinor shall have the right to sell all of its Securities
to the Company for the purchase price determined pursuant to Section
10.3 (such option to sell its Securities is referred to herein as the
“Investinor
Put Option”).  In order to exercise the Investinor Put Option,
Investinor shall deliver written notice thereof to the Company and the Holders,
and the Holders shall vote in favor of the corporate actions of the Company
necessary to effectuate the Investinor Put Option.  If the Company
does not, or is not permitted under applicable law to, purchase the Securities
owned by Investinor as required under this Section
10.2, then each Holder party to this Agreement shall purchase their
respective Securities Pro Rata Share of the Investinor Securities that were not
purchased by the Company for the purchase price determined pursuant to Section
10.3.  As used herein, the term “Securities Pro
Rata Share” means, with respect to a Holder for which such determination
is being made, the percentage obtained by dividing (i) the aggregate
number of shares of Series B Preferred Stock, Series A Preferred Stock and
Common Stock held by such Holder by (ii) the aggregate number of shares of
Series B Preferred Stock, Series A Preferred Stock and Common Stock held by all
Holders party to this Agreement (other than Investinor).





10.3         Purchase
Price.  The price for the shares subject to the Investinor Put
Option shall be the highest of (i) with respect to Series B Preferred Stock, two
times the sum of the purchase price plus the accrued and unpaid dividends
thereon, (ii) with respect to any class of shares trading on a regulated market,
the average trading price for such shares over the one month period preceding
the date on which Investinor delivered its notice to exercise the Investinor Put
Option, and (iii) the fair market value as determined by one independent
internationally recognized investment bank (the “Appraiser”)
selected by Investinor and satisfactory to the Requisite Series B Holders (for
purposes of this Section
10.3, “Requisite Series B Holders” shall not include Investinor). If
Investinor and the Requisite Series B Holders are unable to agree on such
appointment within two weeks after such proposed Appraiser was selected by
Investinor, both Investinor and the Requisite Series B Holders shall have the
right to instruct the Court of Oslo represented by the Chief Municipal Court
Judge to appoint the Appraiser.  The Appraiser shall be instructed to
render the evaluation of the shares within three (3) months from its
appointment. The evaluation shall be final and binding and not be subject to
arbitration in accordance with Section
11.3.





11.         MISCELLANEOUS.





11.1         Survival.  The
representations, warranties, covenants and indemnities made by the parties
herein shall survive the execution of this Agreement.




12





11.2         Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties.  Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement. A Holder may assign its rights and
obligations hereunder in connection with any private sale or transfer of its
Securities, as long as, as a condition precedent to such transfer, the
transferee executes an acknowledgment agreeing to be bound by the applicable
provisions of this Agreement, in which case the term “Holder” shall be deemed to
refer to such transferee as though such transferee were an original signatory
hereto, and such assignment complies with applicable laws.





11.3         Governing Law and
Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of Norway. Any dispute arising out of or in connection
with this Agreement shall be finally settled by arbitration in accordance with
the Norwegian Arbitration Act of 2004. The place of arbitration shall be Oslo,
Norway. Unless otherwise agreed by the parties, the arbitration court shall be
composed by three (3) arbitrators appointed according to the provisions in the
Norwegian Arbitration Act of 2004. The language to be used in the arbitration
proceedings shall be English, unless otherwise agreed. Each of the Holders
agrees that any arbitration and arbitral awards shall be
confidential.





11.4         Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.  This Agreement may be executed and delivered by
facsimile.





11.5         Headings.  The
headings used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.





11.6         Notices.  Any
notice, demand or request required or permitted to be given by the Company or a
Holder pursuant to the terms of this Agreement shall be in writing and shall be
deemed delivered (i) when delivered personally or by verifiable facsimile,
unless such delivery is made on a day that is not a Business Day (or after 4
p.m., Central European time on a Business Day), in which case such delivery
shall be deemed to be made on the next succeeding Business Day, (ii) on the next
Business Day after timely delivery to an internationally recognized overnight
courier service providing overnight service to the applicable address; in each
case, addressed as follows:





If to the
Company:





Think
Holdings AS


Martin
Linges vei 17, 1367 Snarøya, Norway


Attn:
The Chief Executive Officer


Tel:
+ 47 63 85 45 00


Fax:
+ 47 21 61 02 01


13





and if to
a Holder, to the address for such Holder as set forth opposite such Holder’s
name on Exhibit A,
or as shall otherwise be designated by such Holder in writing to the Company and
the other Holders in accordance with this Section
11.6.





11.7         Failure or Delay not
Waiver.  No failure or delay on the part of a Holder in the
exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude any other or further exercise thereof or of any other right,
power or privilege.





11.8         Amendments;
Waivers.  Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended except pursuant to a written
instrument executed by the Requisite Series B Holders, provided that any amendment
hereunder that reduces the rights or increases the obligations of the Series A
Holders must also be executed by the Requisite Series A Holders.  A
waiver of any provision in this Agreement that is enforceable against a specific
Holder shall be valid only if given in writing by such Holder.  A
waiver of any provision in this Agreement that is enforceable against all of the
Holders or all of the Series B Holders shall be valid only if given in writing
by the Requisite Series B Holders.  A waiver of any provision in this
Agreement that is enforceable against just the Series A Holders shall be valid
only if given in writing by the Requisite Series A Holders. Any waiver given
hereunder shall be effective only in the specific instance and for the specific
purpose for which it was given.  Notwithstanding the foregoing, Section
6.2(i) shall not be amended or waived without the written consent of each
Lead Investor;Section
6.2(ii) shall not be amended or waived without the written consent of
Rockport; Section
6.2(iii) shall not be amended or waived without the written consent of
Ener1; Section
6.2(iv) shall not be amended or waived without the written consent of
Valmet; and Section
6.2(v) and Section 10shall not be amended or waived without the written consent of
Investinor.





11.9         Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties with regard to the subject matter hereof and thereof,
superseding all prior agreements or understandings, whether written or oral,
between or among the parties.





11.10       Severability.  If
any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision; provided that in such case
the parties shall negotiate in good faith to replace such provision with a new
provision which is not illegal, unenforceable or void, as long as such new
provision does not materially change the economic benefits of this Agreement to
the parties.





11.11       Attorneys’
Fees.  In the event that any suit or action is instituted under
or in relation to this Agreement, including without limitation to enforce any
provision in this Agreement, the prevailing party in such dispute shall be
entitled to recover from the losing party all fees, costs and expenses of
enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.





[Signatures
on Next Page]


14


IN WITNESS WHEREOF, this Agreement has
been executed as of the date first above written, by the parties to this
Agreement.





HOLDER:By:Name:Title: