# REGISTRATION RIGHTS
AGREEMENT

THIS
REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of
October 20, 2004, by and between EnerDel, Inc., a Delaware Company (the
Company), Delphi Automotive Systems, LLC, a Delaware limited
liability company (Delphi), and Ener1, Inc.
(Ener1) (each of Delphi and Ener1 also referred to herein as an
Investor and collectively as the Investors).

In
accordance with the terms and conditions of the Formation, Subscription and
Stockholders Agreement (the Formation Agreement) entered into by
the Company and the Investors, of even date herewith, in particular Section 4.5 thereof,
this Agreement sets forth certain registration rights of the Investors with respect to
common stock owned by them in the Company, namely 80,500,000 shares of the Companys
common stock owned by Ener1 and 19,500,000 shares of the Companys common stock owned
by Delphi.

In
consideration of Investor entering into the Securities Purchase Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

# 1.DEFINITIONS:

For
purposes of this Agreement, the following terms shall have the meanings specified:

A.       
          Common Stock means the Companys $0.01 par value per
          share common stock.

B.       
          Effective Date means the date on which the Registration
          Statement is declared effective by the Securities and Exchange Commission (the
          Commission);

C.       
          Investor means any person owning or having the right to
          Registrable Securities, including initially Investor and thereafter any
          permitted assignee thereof;

D.       
          Registrable Securities means the shares of Common Stock
          issued by the Company to the Investors;

E.       
          Registration Deadline means the one hundred and eightieth
          (180th) calendar day following the filing of the Registration Statement;

F.       
          Registration Period has the meaning set forth in Paragraph 2B
          below; and

G.       
          Registration Statement means the Registration Statement to be
          filed hereunder relating to resales of the Registrable Securities.

# 2. REGISTRATION:

A.       
          Registration Statement. Upon the request of the Investors holding
          a majority of the Common Stock of the Company on or after the Closing Date, the
          Company shall promptly prepare and file with the Commission a Registration
          Statement on Form SB-2 as a shelf registration statement under Rule
          415 under the Securities Act (Rule 415) covering the resale
          of a number of shares of Registrable Securities equal to one hundred percent
          (100%) of the number of shares of Common Stock held by all Investors on the date
          of such request (including non-requesting Investors). The Registration Statement
          shall state, to the extent permitted by Rule 416 under the Securities Act, that
          it also covers such indeterminate number of shares of Common Stock as may be
          required to prevent dilution resulting from stock splits, stock dividends or
          similar events.

B.       
          Effectiveness. The Company shall use its reasonable best efforts
          to cause the Registration Statement to become effective as soon as practicable
          following the filing thereof, but in no event later than the Registration
          Deadline. In the event that the Registration Statement fails to be effective by
          the Registration Deadline, then the Investors may withdraw their request without
          penalty and re-submit such request at a later date in Investors sole
          discretion. The Company shall respond promptly to any and all comments made by
          the staff of the Commission on the Registration Statement, and shall submit to
          the Commission, within two (2) Business Days after the Company learns that no
          review of the Registration Statement will be made by the staff of the Commission
          or that the staff of the Commission has no further comments on the Registration
          Statement, as the case may be, a request for acceleration of the effectiveness
          of the Registration Statement to a time and date not later than forty-eight (48)
          hours after the submission of such request. The Company will maintain the
          effectiveness of the Registration Statement until the earlier to occur of: (i)
          the date on which all of the Registrable Securities eligible for resale
          thereunder have been publicly sold pursuant to either the Registration Statement
          or Rule 144 (other than Registrable Securities held by Investor in the capacity
          of an affiliate of the Company as such term is used in Rule 144(k)
          promulgated under the Securities Act); and (ii) the date on which all of the
          Registrable Securities (other than Registrable Securities held by the Investor
          in the capacity of an affiliate of the Company as such term is used
          in Rule 144(k) promulgated under the Securities Act) remaining to be sold under
          the Registration Statement (in the reasonable opinion of counsel to the Company)
          may be immediately sold to the public under Rule 144(k) or any successor
          provision (the period beginning on the Closing Date and ending on the earlier to
          occur of (i) or (ii) above being referred to herein as the Registration
          Period).

C.       
          Allowed Delay. The Company may delay the disclosure of material
          non-public information, and suspend the availability of the Registration
          Statement, for no more than thirty (30) calendar days in any twelve (12) month
          period, in the event of a proposed merger, reorganization or similar transaction
          involving the Company, as long as its board of directors: (i) has determined,
          upon the advice of counsel, that such information would be required to be
          disclosed in an offering registered under the Securities Act; and (ii)
          reasonably deems it in the Companys best interests not to disclose such
          information publicly (an Allowed Delay). In addition, until
          the Company becomes eligible to file a registration statement on Form S-3, each
          time the Company files a post-effective amendment to the Registration Statement
          for the purpose of updating the Registration Statement in connection with the
          public filing by the Company of any report or other document with the Commission
          (such post-effective amendment, an Updating Amendment), the
          Company may also suspend the availability of the Registration Statement until
          such Updating Amendment is declared effective and any such suspension shall also
          be deemed an Allowed Delay for all purposes under this Agreement as long as such
          Updating Amendment is filed within five (5) Business Days following the event or
          circumstance requiring such amendment and the Company promptly responds to any
          comments made thereon by the staff of the Commission. The Company shall
          promptly: (i) notify Investor in writing of the existence of material non-public
          information giving rise to an Allowed Delay (but in no event, without the prior
          written consent of Investor, shall the Company disclose to Investor any of the
          facts or circumstances regarding any material non-public information); (ii)
          advise Investor in writing to cease all sales under the Registration Statement
          until the termination of the Allowed Delay; and (iii) notify Investor in writing
          immediately upon the termination or expiration of an Allowed Delay.

D.       
          Available Registered Securities. In the event that, at any time on
          or after the Exercise Date, the number of shares available under the
          Registration Statement is insufficient to cover one hundred percent (100%) of
          the Registrable Securities, the Company shall promptly amend the Registration
          Statement or file a new registration statement, in any event as soon as
          practicable, but not later than the fifteenth (15th) day following notice from
          Investor of the occurrence of such event, so that the Registration Statement or
          such new registration statement, or both, covers no less than one hundred
          percent (100%) of the Registrable Securities eligible for resale thereunder and
          issuable under the. The Company shall use its reasonable best efforts to cause
          such amendment and/or new Registration Statement to become as soon as
          practicable following the filing thereof. Unless and until such amendment or new
          Registration Statement becomes effective, Investor shall have the rights
          described in Paragraph 2C above.

# 3. PIGGYBACK
REGISTRATION:

| | If
at any time prior to the expiration of the Registration Period: (i) the Company proposes
to register shares of Common Stock under the Securities Act in connection with the public
offering of such shares for cash (a Proposed Registration) other than a
registration statement on Form S-8 or any successor or other forms promulgated for similar
purposes; and (ii) a Registration Statement covering the sale of all of the Registrable
Securities is not then effective and available for sales thereof by the Investor, the
Company shall, at such time, promptly give Investor written notice of such Proposed
Registration. Investor shall have five (5) Business Days from its receipt of such notice
to deliver to the Company a written request specifying the amount of Registrable
Securities that Investor intends to sell and Investors intended method of
distribution. Upon receipt of such request, the Company shall use its best efforts to
cause all Registrable Securities which the Company has been requested to register to be
registered under the Securities Act to the extent necessary to permit their sale or other
disposition in accordance with the intended methods of distribution specified in the
request of Investor; provided, however, that the Company shall have the right to postpone
or withdraw any registration effected pursuant to this Paragraph 3 without obligation
to the Investor.If, in connection with any underwritten public offering for the
account of the Company or for stockholders of the Company that have contractual rights to
require the Company to register shares of Common Stock, the managing underwriter(s)
thereof shall impose a limitation on the number of shares of Common Stock which may be
included in a registration statement because, in the judgment of such underwriter(s),
marketing or other factors dictate such limitation is necessary to facilitate such
offering, then the Company shall be obligated to include in the registration statement
only such limited portion of the Registrable Securities with respect to which Investor has
requested inclusion hereunder as such underwriter(s) shall permit. The Company shall not
exclude any Registrable Securities unless the Company has first excluded all outstanding
securities, the Investors of which are not entitled to inclusion of such securities in the
registration statement or are not entitled to pro rata inclusion with the Registrable
Securities; and that, after giving effect to the immediately preceding proviso, any
exclusion of Registrable Securities shall be made pro rata with Investors of other
securities having the right to include such securities in the registration statement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 4. OBLIGATIONS OF THE
COMPANY:

In
addition to performing its obligations hereunder, including without limitation those
pursuant to Paragraphs 2A, B and C above, the Company shall:

A.       
          Prepare and file with the Commission such amendments and supplements to the
          Registration Statement and the prospectus used in connection with the
          Registration Statement as may be necessary to comply with the provisions of the
          Securities Act or to maintain the effectiveness of the Registration Statement
          during the Registration Period, or as may be reasonably requested by Investor in
          order to incorporate information concerning Investor or Investors intended
          method of distribution;

B.       
          After the Common Stock has been listed on the Nasdaq National Market, the Nasdaq
          SmallCap Market, the New York Stock Exchange, or any other market or exchange,
          secure the listing of all Registrable Securities on such market of exchange, and
          provide Investor with reasonable evidence thereof;

C.       
          Upon the effectiveness of the Registration Statement, furnish to Investor such
          number of copies of the prospectus included in the Registration Statement,
          including a preliminary prospectus, in conformity with the requirements of the
          Securities Act, and such other documents as Investor may reasonably request in
          order to facilitate the disposition of Investors Registrable Securities;

D.       
          Use all commercially reasonable efforts to register or qualify the Registrable
          Securities under the securities or blue sky laws of such
          jurisdictions within the United States as shall be reasonably requested in
          writing from time to time by Investor, and do any and all other acts or things
          which may be necessary or advisable to enable Investor to consummate the public
          sale or other disposition of the Registrable Securities in such jurisdictions;
          provided that the Company shall not be required in connection therewith or as a
          condition thereto to qualify to do business or to file a general consent to
          service of process in any such jurisdiction;

E.       
          In the event of an underwritten public offering of the Registrable Securities,
          enter into (together with Investor proposing to distribute Registrable
          Securities through such underwriting) and perform its obligations under an
          underwriting agreement, in usual and customary form reasonably acceptable to the
          Company, with the managing underwriter of such offering;

F.       
          Notify Investor immediately after becoming aware of the occurrence of any event
          (but shall not, without the prior written consent of Investor, disclose to
          Investor any facts or circumstances constituting material non-public
          information) as a result of which the prospectus included in the Registration
          Statement, as then in effect, contains an untrue statement of material fact or
          omits to state a material fact required to be stated therein or necessary to
          make the statements therein not misleading in light of the circumstances then
          existing and (except during an Allowed Delay) as promptly as practicable
          prepare, and file with the Commission and furnish to Investor a reasonable
          number of copies of a supplement or an amendment to such prospectus as may be
          necessary so that such prospectus does not contain an untrue statement of
          material fact or omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading in light of the
          circumstances then existing;

G.       
          Use all commercially reasonable efforts to prevent the issuance of any stop
          order or other order suspending the effectiveness of the Registration Statement
          and, if such an order is issued, to obtain the withdrawal thereof at the
          earliest possible time and to notify Investor of the issuance of such order and
          the resolution thereof;

H.       
          Furnish to Investor, on the date that the Registration Statement, or any
          successor registration statement, becomes effective, a certificate of the chief
          executive officer of Company, dated such date, of outside counsel representing
          the Company (and reasonably acceptable to Investor) addressed to Investor,
          confirming such effectiveness and, to the knowledge of such counsel, the absence
          of any step order; and

I.       
          Permit counsel for Investor to review the Registration Statement and all
          amendments and supplements thereto, and any comments made by the staff of the
          Commission concerning Investor and/or the transactions contemplated by the
          Transaction Documents and the Companys responses thereto, within a
          reasonable period of time prior to the filing thereof with the Commission (or,
          in the case of comments made by the staff of the Commission, within a reasonable
          period of time following the receipt thereof by the Company).

# 5. OBLIGATIONS OF
INVESTOR:

In connection with the registration
of Registrable Securities pursuant to a Registration Statement, Investor shall:

A.       
          Timely furnish to the Company in writing such information regarding itself and
          the intended method of disposition of such Registrable Securities as the Company
          shall reasonably request in order to effect the registration thereof;

B.       
          Upon receipt of any notice from the Company of the happening of any event of the
          kind described in Paragraphs 4F or 4G, immediately discontinue any sale or other
          disposition of such Registrable Securities pursuant to such Registration
          Statement until the filing of an amendment or supplement as described in
          Paragraph 4F or withdrawal of the stop order referred to in Paragraph 4G, and
          use commercially reasonable efforts to maintain the confidentiality of such
          notice and its contents;

C.       
          In the event of an underwritten offering of such Registrable Securities in which
          Investor participates, enter into a customary and reasonable underwriting
          agreement and execute such other documents as the Company and the managing
          underwriter for such offering may reasonably request;

D.       
          To the extent required by applicable law, deliver a prospectus to the Investor
          of such Registrable Securities;

E.       
          Notify the Company when it has sold all of the Registrable Securities held by
          it; and

F.       
          Notify the Company in the event that any information supplied by Investor in
          writing for inclusion in such Registration Statement or related prospectus is
          untrue or omits to state a material fact required to be stated therein or
          necessary to make such information not misleading in light of the circumstances
          then existing; immediately discontinue any sale or other disposition of such
          Registrable Securities pursuant to such Registration Statement until the filing
          of an amendment or supplement to such prospectus as may be necessary so that
          such prospectus does not contain an untrue statement of material fact or omit to
          state a material fact required to be stated therein or necessary to make the
          statements therein not misleading in light of the circumstances then existing;
          and use commercially reasonable efforts to assist the Company as may be
          appropriate to make such amendment or supplement effective for such purpose.

# 6. INDEMNIFICATION:

In the event that any Registrable
Securities are included in a Registration Statement under this Agreement:

A.       
          To the extent permitted by law, the Company shall indemnify and hold harmless
          Investor, the officers, directors, employees, agents and representatives of
          Investor, and each person, if any, who controls Investor within the meaning of
          the Securities Act or the Securities Exchange Act of 1934, as amended (the
          Exchange Act), against any losses, claims, damages,
          liabilities or reasonable out-of-pocket expenses (whether joint or several)
          (collectively, including legal or other expenses reasonably incurred in
          connection with investigating or defending same, Losses),
          insofar as any such Losses arise out of or are based upon: (i) any untrue
          statement or alleged untrue statement of a material fact contained in such
          Registration Statement, including any preliminary prospectus or final prospectus
          contained therein or any amendments or supplements thereto; or (ii) the omission
          or alleged omission to state therein a material fact required to be stated
          therein, or necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading. Subject to the
          provisions of Paragraph 6C below, the Company will reimburse Investor, and each
          such officer, director, employee, agent, representative or controlling person,
          for any legal or other out-of-pocket expenses as reasonably incurred by any such
          entity or person in connection with investigating or defending any Loss;
          provided, however, that the foregoing indemnity shall not apply to amounts paid
          in settlement of any Loss if such settlement is effected without the consent of
          the Company (which consent shall not be unreasonably withheld), nor shall the
          Company be obligated to indemnify any person for any Loss to the extent that
          such Loss is: (i) based upon and is in conformity with written information
          furnished by such person expressly for use in such Registration Statement; or
          (ii) based on a failure of such person to deliver or cause to be delivered the
          final prospectus contained in the Registration Statement and made available by
          the Company, if such delivery is required by applicable law.

B.       
          To the extent permitted by law, Investor, if named in such Registration
          Statement as a selling stockholders, shall indemnify and hold harmless the
          Company, the officers, directors, employees, agents and representatives of the
          Company, and each person, if any, who controls the Company within the meaning of
          the Securities Act or the Exchange Act, against any Losses to the extent (and
          only to the extent) that any such Losses are based upon and in conformity with
          written information furnished by Investor expressly for use in such Registration
          Statement. Subject to the provisions of Paragraph 6C below, Investor will
          reimburse any legal or other expenses as reasonably incurred by the Company and
          any such officer, director, employee, agent, representative, or controlling
          person, in connection with investigating or defending any such Loss; provided,
          however, that the foregoing indemnity shall not apply to amounts paid in
          settlement of any such Loss if such settlement is effected without the consent
          of Investor (which consent shall not be unreasonably withheld); and provided,
          further, that, in no event shall any indemnity under this Paragraph 6B exceed
          the net proceeds resulting from the sale of the Registrable Securities sold by
          Investor under such Registration Statement.

C.       
          Promptly after receipt by an indemnified party under this Paragraph 6 of
          notice of the commencement of any action (including any governmental action),
          such indemnified party will, if a claim in respect thereof is to be made against
          any indemnifying party under this Paragraph 6, deliver to the indemnifying
          party a written notice of the commencement thereof and the indemnifying party
          shall have the right to participate in and to assume the defense thereof with
          counsel mutually satisfactory to the parties; provided, however, that an
          indemnified party shall have the right to retain its own counsel, with the
          reasonably incurred fees and expenses of one such counsel for all indemnified
          parties to be paid by the indemnifying party, if representation of such
          indemnified party by the counsel retained by the indemnifying party would be
          inappropriate under applicable standards of professional conduct due to actual
          or potential conflicting interests between such indemnified party and any other
          party represented by such counsel in such proceeding. The failure to deliver
          written notice to the indemnifying party within a reasonable time of the
          commencement of any such action, to the extent prejudicial to its ability to
          defend such action, shall relieve such indemnifying party of any liability to
          the indemnified party under this Paragraph 6 with respect to such action,
          but the omission so to deliver written notice to the indemnifying party will not
          relieve it of any liability that it may have to any indemnified party otherwise
          than under this Paragraph 6 or with respect to any other action unless the
          indemnifying party is materially prejudiced as a result of not receiving such
          notice.

D.       
          In the event that the indemnity provided in Clause A or B of this
          Paragraph  6 is unavailable or insufficient to hold harmless an indemnified
          party for any reason, the Company and Investor agree, severally and not jointly,
          to contribute to the aggregate Losses to which the Company or Investor may be
          subject in such proportion as is appropriate to reflect the relative fault of
          the Company and Investor in connection with the statements or omissions which
          resulted in such Losses; provided, however, that in no case shall Investor be
          responsible for any amount in excess of the proceeds resulting from the sale of
          the Registrable Securities sold by it under the Registration Statement. Relative
          fault shall be determined by reference to whether any alleged untrue statement
          or omission relates to information provided by the Company or by Investor. The
          Company and Investor agree that it would not be just and equitable if
          contribution were determined by pro rata allocation or any other method of
          allocation which does not take account of the equitable considerations referred
          to above. Notwithstanding the provisions of this Clause D, no person guilty of
          fraudulent misrepresentation (within the meaning of Section 11(f) of the
          Securities Act) shall be entitled to contribution from any person who is not
          guilty of such fraudulent misrepresentation. For purposes of this
          Paragraph 6, each person who controls Investor within the meaning of either
          the Securities Act or the Exchange Act and each officer, director, employee,
          agent or representative of Investor shall have the same rights to contribution
          as Investor, and each person who controls the Company within the meaning of
          either the Securities Act or the Exchange Act and each officer, director,
          employee, agent or representative of the Company shall have the same rights to
          contribution as the Company, subject in each case to the applicable terms and
          conditions of this Clause D.

E.       
          The obligations of the Company and Investor under this Paragraph 6 shall
          survive the completion of any offering or sale of Registrable Securities
          pursuant to a Registration Statement under this Agreement, or otherwise.

# 7. REPORTS:

With a view to making available to
Investor the benefits of Rule 144 under the Securities Act (Rule 144)
and any other similar rule or regulation of the Commission that may at any time permit
Investor to sell securities of the Company to the public without registration, the Company
agrees to:

A.       
          Make and keep public information available, as those terms are understood and
          defined in Rule 144; and

B.       
          File with the Commission in a timely manner all reports and other documents
          required of the Company under the Securities Act and the Exchange Act.

C.       
          Furnish to Investor, so long as Investor owns any Registrable Securities,
          promptly upon written request: (i) a written statement by the Company, if true,
          that it has complied with the reporting requirements of Rule 144, the Securities
          Act and the Exchange Act; (ii) to the extent not publicly available through the
          Commissions EDGAR database, a copy of the most recent annual or quarterly
          report of the Company and such other reports and documents so filed by the
          Company; and (iii) such other information as may be reasonably requested by
          Investor in connection with Investors compliance with any rule or
          regulation of the Commission which permits the selling of any such securities
          without registration.

The terms of this Section 7 shall
apply only if and while the Company is a public reporting company under the Exchange Act.

# 8. MISCELLANEOUS:

A.       
          Expenses of Registration. Except as otherwise provided in the
          Securities Purchase Agreement, all reasonable expenses, other than underwriting
          discounts and commissions and fees and expenses of counsel and other advisors to
          Investor, incurred in connection with the registrations, filings or
          qualifications described herein, including (without limitation) all
          registration, filing and qualification fees, printers and accounting fees,
          the fees and disbursements of counsel for the Company, and the fees and
          disbursements incurred in connection with the opinion and letter described in
          Paragraph 4H hereof, shall be borne by the Company.

B.       
          Amendment; Waiver.Except as expressly provided herein, neither
          this Agreement nor any term hereof may be amended or waived except pursuant to a
          written instrument executed by the Company and the Investor. Any amendment or
          waiver effected in accordance with this paragraph shall be binding upon
          Investor, each future Investor and the Company.

C.       
          Notices. Any notice, demand or request required or permitted to be
          given by the Company or Investor pursuant to the terms of this Agreement shall
          be in writing and shall be deemed delivered: (i) when delivered personally or by
          verifiable facsimile transmission, unless such delivery is made on a day that is
          not a Business Day, in which case such delivery will be deemed to be made on the
          next succeeding Business Day; (ii) on the next Business Day after timely
          delivery to an overnight courier; and (iii) on the Business Day actually
          received if deposited in the U.S. mail (certified or registered mail, return
          receipt requested, postage prepaid), addressed as follows:

| | If to the Corporation: | EnerDel, Inc.
500 West Cypress Creek Road
                                    Suite 100
                                    Fort Lauderdale, Florida 33309
                                    Attn: Kevin P. Fitzgerald
                                    Tel: 954-556-4020
                                    Fax: 954-776-5337
| | ---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With a copy to: | EnerDel, Inc. 
500 West Cypress Creek Road
                                    Suite 100
                                    Fort Lauderdale, Florida 33309
                                    Attn: General Counsel
                                    Tel:  954-556-4020
                                    Fax: 954-776-3359
| | --------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | And if to Delphi: | DELPHI AUTOMOTIVE SYSTEMS, LLC 
5725 Delphi Drive
                                    Troy, Michigan  48098
                                    Attention:  Director, Worldwide Finance of Delphi E&C Division 
                                    Fax No.:  (248) 813-4699
| | ----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With a copy to: | DELPHI AUTOMOTIVE SYSTEMS, LLC 
5725 Delphi Drive
                                    Troy, Michigan  48098
                                    Attention:       Assistant General Counsel,
                            Commercial & Transactional
                                    Fax No.:  (248) 813-2491
| | --------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If to Ener1: | Ener1, Inc.
500 West Cypress Creek Road
                                    Suite 100
                                    Fort Lauderdale, Florida 33309
                                    Attn: Kevin P. Fitzgerald
                                    Tel: 954-556-4020
                                    Fax: 954-776-5337
| | ------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With a copy to: | Ener1, Inc. 
500 West Cypress Creek Road
                                    Suite 100
                                    Fort Lauderdale, Florida 33309
                                    Attn: General Counsel
                                    Tel:  954-556-4020
                                    Fax: 954-776-3359
| | --------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

D.       
          Assignment.Upon the transfer of Registrable Securities by
          Investor, the rights of Investor hereunder with respect to such securities so
          transferred shall be assigned automatically to the transferee thereof, and such
          transferee shall thereupon be deemed to be Investor for
          purposes of this Agreement, as long as: (i) the Company is, within a reasonable
          period of time following such transfer, furnished with written notice of the
          name and address of such transferee; (ii) the transferee agrees in writing with
          the Company to be bound by all of the provisions hereof; and (iii) such transfer
          is made in accordance with the applicable requirements of the Securities
          Purchase Agreement; provided, however, that the registration rights granted in
          this Agreement shall not be transferred to any person or entity that receives
          Registrable Securities in a public transaction pursuant to an effective
          registration statement under the Securities Act or pursuant to Rule 144.

E.       
          Counterparts. This Agreement may be executed in counterparts, each
          of which shall be deemed an original, and all of which together shall be deemed
          one and the same instrument. This Agreement, once executed by a party, may be
          delivered to any other party hereto by facsimile transmission.

F.       
          Governing Law.This Agreement shall be governed by and construed
          in accordance with the laws of the State of Florida applicable to contracts made
          and to be performed entirely within the State of Florida.

G.       
          Investor of Record.A person is deemed to be Investor whenever
          such person owns or is deemed to own of record such Registrable Securities. If
          the Company receives conflicting instructions, notices or elections from two or
          more persons with respect to the same Registrable Securities, the Company shall
          act upon the basis of instructions, notice or election received from the record
          owner of such Registrable Securities.

H.       
          Entire Agreement.This Agreement constitutes the entire agreement
          among the parties hereto with respect to the subject matter hereof and thereof.
          There are no restrictions, promises, warranties or undertakings, other than
          those set forth or referred to herein and therein. This Agreement supersedes all
          prior agreements and understandings among the parties hereto with respect to the
          subject matter hereof and thereof.

I.       
          Headings.The headings in this Agreement are for convenience of
          reference only and shall not limit or otherwise affect the meaning hereof.

J.       
          Third Party Beneficiaries. This Agreement is intended for the
          benefit of the parties hereto and their respective permitted successors and
          assigns, and is not for the benefit of, nor may any provision hereof be enforced
          by, any other person.

IN
WITNESS WHEREOF,the undersigned have executed this Agreement as of the date
first-above written.

| |  | EnerDel, Inc.BY: /S/ Kevin P. Fitzgerald
Kevin P. FitzgeraldChief Executive Officer
| |  | -------------------------------------------------------------------------------------------------

| |  | Ener1, Inc.BY: /S/ Ronald N. Stewart
Ronald N. StewartExecutive Vice President
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| |  | Delphi Automotive Systems LLCBY: /S/ John G. Blahnik
John G. BlahnikVice President Treasury, Mergers,
         Acquisitions & New Markets
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