Exhibit
10.1

     

    EXCHANGE
AGREEMENT

    


    This EXCHANGE AGREEMENT (this “Agreement”),
dated as of October 20, 2010 (the “Execution
Date”), is by and between ENER1, INC., a Florida corporation (the “Ener1”),
and the holders of the shares of Series B Convertible Preferred Stock (the
“Series B
Shares”) of
Think Holdings AS (“Think”)
that are a signatory to this Agreement (together the “Holder”).

    


    A.           Ener1,
the Holder and the other shareholders of Think Holdings, AS (“Think”)
are party to the Amended and Restated Shareholders Agreement, dated as of May 5,
2010 (the “Shareholders
Agreement”).

    


    B.           Under
the Shareholders Agreement, holders that purchased Series B Shares in the second
and most recent round of Series B financing by Think (such shares, the “Second Tranche
Shares”) have
the right to request Ener1 to accept an exchange of  (i) such Second
Tranche Shares and (ii) one-half of the Warrants to purchase Series B Shares
(the “Series B
Warrants”) that
they acquired with their Second Tranche Shares for restricted shares of Ener1
common stock (the “Ener1
Shares”).

    


    C.           The
Holder holds additional Series B Shares that it acquired in the initial round of
Series B financing by Think (such shares, the “First Tranche
Shares”), and Ener1 has agreed to accept an exchange of the First Tranche
Shares for Ener1 Shares, provided that the Holder
funds Think not less than an additional $1 million in bridge financing
contemporaneously herewith so that the aggregate principal funded by Holder in
the bridge financing equals $2.5 million.  In addition to the
foregoing, Ener1 has agreed to grant the Holder the right to exchange the
promissory notes (the “Think
Notes”) evidencing
its bridge financing to Think for additional Ener1 Shares.

    


    In consideration of the mutual promises
made herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Ener1 and the Holder hereby agree
as follows:

    


    1.           SHARE
EXCHANGE; DEFINITIONS.

    


    1.1         Exchange
Ratio.  On the terms and subject to the conditions set forth
herein:

    


    
      	
               
      

            	
              (i)

            	
              for
      each Put Unit (as defined below) delivered to Ener1, the Holder will be
      entitled to receive 0.4175 of an Ener1 Share.  As used herein,
      the term “Put
      Unit” means (i) one Second Tranche Share and (ii) one-half of the
      number of Series B Warrants that the Holder received for the purchase of
      one Second Tranche Share;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              provided
      that the Holder has funded Think not less than $2.5 million in bridge
      financing, for each First Tranche Share delivered to Ener1, the Holder
      will be entitled to receive 0.4175 of an Ener1 Share;
  and

            


    


    
      
         


      

      
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              (iii)

            	
              for
      each Think Note delivered to Ener1, the Holder will be entitled to receive
      a number of Ener1 Shares equal to the quotient obtained by dividing the
      principal face amount of such note by
$4.00.

            


    

    


    Notwithstanding
the foregoing, (i) the Holder shall have until 5:00 p.m., NYC time, October 22,
2010 to notify Ener1 of its intent to exchange its Think Notes for Ener1 Shares
hereunder, and (ii) the Holder shall, with the assignment of its Series B Shares
to Ener1, assign all of its rights and privileges as a holder of such Series B
Shares under the Shareholders Agreement and otherwise to Ener1, including,
without limitation, its right to vote such shares and appoint directors to the
Think board.

    


    1.2         Delivery of Series B Shares,
Series B Warrants and Think Notes.  The Series B Shares and
Series B Warrants shall be deemed delivered to Ener1 upon the deposit of such
Put Shares and Series B Warrants into the VPS account of Ener1 bearing the
number XXXXXX.  In order to facilitate such deposits, the
Holder shall execute written instructions as may be reasonably requested by
Ener1 to effectuate the transfer of the First Tranche Shares, Second Tranche
Shares and Series B Warrants into Ener1’s VPS accounts.  The Think
Notes shall be deemed delivered to Ener1 upon delivery of the originals thereof
to Ener1.

    


    1.3         Delivery of Ener1
Shares.  Ener1 shall deliver a certificate evidencing the
number of Ener1 Shares issuable to the Holder under Section 1.1
no later than three Business Days after the delivery of the corresponding
Series B Shares, Series B Warrants and Think Notes in accordance with Section
1.2.

    


    1.4         Certain
Definitions.  When used herein, the following terms shall have
the respective meanings indicated:

    


    “Business
Day” means any day other than a Saturday, a Sunday or a day on which
banks in the City of New York or the city in which the Holder’s principal office
is located are required or authorized by law to be closed.

    


    “Exchange
Date” means, with respect to an exchange contemplated in Section
1.1, the date on
which the Holder delivers the securities subject to such exchange to Ener1 in
accordance with Section
1.2.

    


    “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 or
self-regulatory organization.

    


    “Lien”
means, with respect to any property, any mortgage, pledge, hypothecation,
assignment, deposit arrangement, security interest, tax lien, financing
statement, pledge, charge, or other lien, charge, easement, encumbrance,
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect to such property (including,
without limitation, any conditional sale or other title retention agreement
having substantially the same economic effect as any of the
foregoing).


    
      
         


      

      
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    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 referring to this Agreement refer to
this Agreement as a whole and not to any particular provision of this
Agreement.

    


    2.           REPRESENTATIONS
AND WARRANTIES OF THE HOLDER.

    


    The Holder hereby represents and
warrants to Ener1 and agrees with Ener1 that, as of the Execution Date and the
Exchange Date:

    


    2.1           Authorization;
Enforceability.  The Holder, if an entity, is duly and validly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization with the requisite corporate
power and authority to acquire the Ener1 Stock as contemplated herein and to
execute and deliver this Agreement.  This Agreement constitutes the
Holder’s valid and legally binding obligation, enforceable in accordance with
its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors’ rights
generally and (ii) general principles of equity.

    


    2.2          
Accredited
Investor.  The Holder (i) is an “accredited investor” as that
term is defined in Rule 501 of Regulation D, (ii) if an entity, was not formed
or organized for the specific purpose of making an investment in Ener1, and
(iii) is acquiring the Ener1 Shares solely for the Holder’s own account and not
with a present view to the public resale or distribution of all or any part
thereof, except pursuant to sales that are registered under, or exempt from the
registration requirements of, the Securities Act of 1933, as amended (the “Securities
Act”), and/or sales registered under the Securities Act.

    


    2.3          
Information.  Ener1
has, prior to the Execution Date, provided the Holder with information regarding
the business, operations and financial condition of Ener1 and has, prior to the
Execution Date, granted to the Holder the opportunity to ask questions of and
receive answers from representatives of Ener1, its officers, directors,
employees and agents concerning Ener1 in order for the Holder to make an
informed decision with respect to its investment in Ener1 Shares.

    


    2.4         
 Limitations on
Disposition.  The Holder acknowledges that the Ener1 Shares
have not been and are not being registered under the Securities Act and may not
be transferred or resold without registration under the Securities Act or unless
pursuant to an exemption therefrom and will bear at issuance a restrictive
legend to such effect.

     

    2.5           Reliance on
Exemptions.  The Holder understands that the Ener1 Shares are
being issued to it in reliance upon specific exemptions from the registration
requirements of U.S. federal and state securities laws and that Ener1 is relying
upon the truth and accuracy of the representations and warranties of the Holder
set forth in this Section 2
in order to determine the availability of such exemptions and the eligibility of
the Holder to acquire the Ener1 Shares.


    
      
         


      

      
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    2.6           Title to Put Shares and
Series B Warrants.  The Holder has good and marketable title,
free and clear of any Liens, to the Put Shares and the Series B Warrants to be
delivered by the Holder pursuant to this Agreement.

    


    2.7           Fees.  The
Holder is not obligated to pay any compensation or other fee, cost or related
expenditure to any underwriter, broker, agent or other representative in
connection with the transactions contemplated hereby.

     

    2.8           No
Conflicts.  The execution and performance of this Agreement do
not conflict in any material respect with any agreement to which the Holder is a
party or is bound thereby, any court order or judgment applicable to the Holder,
or (if the Holder is an entity) the constituent documents of the
Holder.

     

    2.9           No
Reliance.  The Holder acknowledges that (i) the Holder has such
knowledge in business and financial matters as to be fully capable of evaluating
this Agreement and the transactions contemplated hereby, (ii) the Holder is not
relying on any advice or representation of any other party in connection with
entering into this Agreement or effectuating the transactions contemplated
hereby, and (iii) the Holder has consulted with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent that the
Holder has deemed necessary, and has entered into this Agreement based on its
own independent judgment and on the advice of the Holder’s advisors as the
Holder has deemed necessary, and not on any view (whether written or oral)
expressed by any other party.

     

    3.           REPRESENTATIONS
AND WARRANTIES OF ENER1.  Ener1 hereby represents and warrants
to the Holder and agrees with the Holder that, as of the Execution Date and the
Exchange Date:

    


    3.1           Organization, Good Standing
and Qualification.  Ener1 is duly organized, validly existing
and in good standing under the laws of the State of Florida and has all
requisite power and authority to carry on its business as now
conducted.

    


    3.2           Authorization;
Consents.  Ener1 has the requisite corporate power and
authority to enter into and perform its obligations under this
Agreement.  All corporate action on the part of Ener1 necessary for
the authorization, execution and delivery of, and the performance by Ener1 of
its obligations under, this Agreement has been taken, and no further consent or
authorization of Ener1 or its board of directors is required.

    


    3.3           Enforcement.  This
Agreement has been duly executed and delivered by Ener1 and constitutes the
valid and legally binding obligation of Ener1, enforceable against it in
accordance with its terms, subject to (i) applicable bankruptcy, insolvency,
fraudulent transfer, moratorium, reorganization or other similar laws of general
application relating to or affecting the enforcement of creditors’ rights
generally and (ii) general principles of equity.

    


    3.4           Due Authorization; Valid
Issuance.  The Ener1 Shares have been duly authorized, and when
issued and delivered in accordance with the terms hereof, will be validly
issued, fully paid and nonassessable, free and clear of any Liens imposed by or
through Ener1.

    



    
      
         


      

      
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    4.           LIMITATIONS
ON DISPOSITION.

    


    4.1         Restrictive
Legend.  The Holder understands that the certificate
representing the Ener1 Shares will bear a restrictive legend in substantially
the following form:

    


    “The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state, and may not be offered or sold unless a registration
statement under the Securities Act and applicable state securities laws shall
have become effective with regard thereto, or an exemption from registration
under the Securities Act and applicable state securities laws is available in
connection with such offer or sale and the holder delivers an opinion of counsel
in a form reasonably satisfactory to the issuer that registration is not
required under the Securities Act, or unless sold pursuant to Rule 144 under the
Securities Act.”

     

    4.2         Transfer
Restrictions.  The Holder shall not sell, transfer, assign or
dispose of any Ener1 Shares, unless:

     

    4.2.1      there
is then in effect an effective registration statement under the Securities Act
covering such proposed disposition and such disposition is made in accordance
with such registration statement; or

     

    4.2.2      the
Holder has notified Ener1 in writing of any such disposition, and furnished
Ener1 with an opinion of counsel, reasonably satisfactory to Ener1, that such
disposition will not require registration of such Ener1 Shares under the
Securities Act; provided,
however, that no such opinion of counsel will be required (A) if the
sale, transfer, assignment or disposition is made to an Affiliate of the Holder,
(B) if the sale, transfer, assignment or disposition is made pursuant to
Rule 144 under the Securities Act (“Rule 144”)
and the Holder provides Ener1 with evidence reasonably satisfactory to Ener1
that the proposed transaction satisfies the requirements of Rule 144 or any
successor provision, or (C) such Ener1 Shares are eligible for resale under Rule
144 or any successor provision without regard to any limitation on the number of
such Ener1 Shares that may be sold.

    


    5.           REGISTRATION
RIGHTS.

    


    5.1         Registration Requested by
the Holder.

    


    5.1.1      General.  At
any time after May 5, 2011, if Ener1 has not already effected a registration for
all of the Holder’s Ener1 Shares issued to it hereunder (“Registrable
Securities”) and Ener1 receives from the Holder a written request that
Ener1 effect any registration with respect to its Registrable Securities, Ener1
will, as soon as practicable, file and use its reasonable best efforts to effect
such registration (including, without limitation, filing post-effective
amendments, appropriate qualifications under applicable blue sky or other state
securities laws, and appropriate compliance with the Securities Act) in order to
permit and facilitate the sale and distribution of all such Registrable
Securities.


    
      
         


      

      
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    5.1.2      Deferral.  If
(i) in the good faith judgment of the Board of Directors of Ener1, the filing of
a registration statement covering the Registrable Securities would be materially
detrimental to Ener1 and the Board of Directors of Ener1 concludes, as a result,
that it is in the best interests of Ener1 to defer the filing of such
registration statement at such time, and (ii) Ener1 shall furnish to the Holder
a certificate signed by the President of Ener1 stating that in the good faith
judgment of the Board of Directors of Ener1, it would be materially detrimental
to Ener1 for such registration statement to be filed in the near future and that
it is, therefore, in the best interests of Ener1 to defer the filing of such
registration statement, then Ener1 shall have the right to defer such filing for
a period of not more than ninety (90) days after receipt of the Holder’s
request; provided  that the Company shall
not defer its obligation in this manner more than twice in total, and in no
event  beyond 12 months after the date on which the registration
request was first made by the Holder.

     

    5.2         Registration by
Ener1.

    


    5.2.1      General.  If
Ener1 shall determine to register any of its securities either for its own
account or the account of a security holder or holders, other than a
registration pursuant to Section
5.1, a registration relating solely to employee benefit plans, a
registration relating to the offer and sale of debt securities, a registration
relating to a corporate reorganization or other Rule 145 transaction, or a
registration on any registration form that does not permit secondary sales,
Ener1 will:  (i) promptly give written notice of the proposed
registration to the Holder; and (ii) include in such registration (and any
related qualification under blue sky laws or other compliance), except as set
forth in Section
5.2.2, and in any underwriting involved therein, all of the Registrable
Securities.  If the Holder decides not to include all of its
Registrable Securities or if all the Registrable Securities are not registered
due to underwriter cutbacks pursuant to Section
5.2.3 in any registration statement thereafter filed by Ener1, then the
Holder shall nevertheless continue to have the right to include all or any
remaining Registrable Securities in any subsequent registration statement or
registration statements as may be filed by Ener1 with respect to offerings of
its securities, all upon the terms and conditions set forth herein.

    


    5.2.2      Underwriting.  If
the registration of which Ener1 gives notice is for a registered public offering
involving an underwriting, Ener1 shall so advise the Holder.  In such
event, the Holder’s right to registration pursuant to this Section
5.2 shall be conditioned upon the Holder’s participation in such
underwriting and the inclusion of the Holder’s Registrable Securities in the
underwriting to the extent provided herein.  The Holder shall
(together with Ener1 and the other holders of securities of Ener1 with
registration rights to participate therein distributing their securities through
such underwriting) enter into an underwriting agreement in customary form with
the representative of the underwriter or underwriters selected by
Ener1.

     

    5.2.3      Underwriter
Cut-backs.  Notwithstanding any other provision of this Section
5.2, if the underwriters advise Ener1 in writing that marketing factors
require a limitation on the number of shares to be underwritten, the
underwriters may (subject to the limitations set forth below) limit the number
of Registrable Securities to be included in the registration and
underwriting.  In no event shall any Registrable Securities be
excluded from such registration and underwriting unless all other shareholders’
securities have been ratably excluded along with the Registrable
Securities.  


    
      
         


      

      
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    5.2.4      Right to Terminate
Registration.  Ener1 shall have the right to terminate or
withdraw any registration initiated by it under this Section
5.2 prior to the effectiveness of such registration whether or not the
Holder has elected to include securities in such registration.

     

    5.2.5      Current Registration
Excluded.  The provisions of this Section
5.2 shall not apply to, and the Holder shall have no rights with respect
to, Ener1’s current registration of securities on behalf of certain investors in
connection with its recently completed 8.25% Senior Note Due 2013 and Warrant
financing.

    


    5.3         Registration
Procedures.  In the case of each
registration effected by Ener1 pursuant to this Section 5,
Ener1 will keep the Holder advised in writing as to the initiation of each
registration and as to the completion thereof.  At its expense, Ener1
will use its reasonable best efforts to:

     

    
      	
               
      

            	
              5.3.1

            	
              keep
      such registration effective until the Holder has completed the
      distribution described in the registration statement relating
      thereto;

            


    

    


    
      	
               
      

            	
              5.3.2

            	
              prepare
      and file with the Securities and Exchange Commission such amendments and
      supplements to such registration statement and the prospectus used in
      connection with such registration statement as may be necessary to comply
      with the provisions of the Securities Act with respect to the disposition
      of all securities covered by such registration statement for the period
      set forth in subsection (a) above;

            


    

    


    
      	
               
      

            	
              5.3.3

            	
              furnish
      such number of prospectuses, including any preliminary prospectuses, and other
      documents incident thereto, including any amendment of or supplement to
      the prospectus, as the Holder from time to time may reasonably
      request;

            


    

     

    
      	
               
      

            	
              5.3.4

            	
              register
      and qualify the securities covered by such registration statement under
      such other securities or Blue Sky laws of such jurisdiction as shall be
      reasonably requested by the Holder; provided that Ener1
      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 states or jurisdictions;


            


    

     

    
      	
               
      

            	
              5.3.5

            	
              notify
      the Holder at any time when a prospectus relating thereto is required to
      be delivered under the Securities Act of the happening of any event as a
      result of which the prospectus included in such registration statement, as
      then in effect, includes an untrue statement of a material fact or omits
      to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading or incomplete in light of the
      circumstances then existing, and following such notification promptly
      prepare and furnish to the Holder a reasonable number of copies of a
      supplement to or an amendment of such prospectus as may be necessary so
      that, as thereafter delivered to the purchasers of such shares, such
      prospectus shall not include an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading or incomplete in light of
      the circumstances then
existing;

            


    


    
      
         


      

      
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              5.3.6

            	
              provide
      a transfer agent and registrar for all Registrable Securities registered
      pursuant to such registration statement and a CUSIP number for all such
      Registrable Securities, in each case not later than the effective date of
      such registration;

            


    

     

    
      	
               
      

            	
              5.3.7

            	
              cause
      all such Registrable Securities registered pursuant hereunder to be listed
      on each securities exchange on which similar securities issued by Ener1
      are then listed; and

            


    

     

    
      	
               
      

            	
              5.3.8

            	
              furnish,
      at the Holder’s request, on the date that such Registrable Securities are
      delivered to the underwriters for sale in connection with a registration
      pursuant to this Section
      5, if such securities are being sold through underwriters, (i) an
      opinion, dated such date, of the counsel representing Ener1 for the
      purposes of such registration, in form and substance as is customarily
      given to underwriters in an underwritten public offering and reasonably
      satisfactory to the Holder, addressed to the underwriters, if any, and to
      the Holder, and (ii) a letter dated such date, from the independent
      certified public accountants of Ener1, in form and substance as is
      customarily given by independent certified public accountants to
      underwriters in an underwritten public offering and reasonably
      satisfactory to the Holder, addressed to the underwriters, if any, and to
      the Holder.

            


    

    


    5.4         Information by the
Holder.  The Holder shall furnish to Ener1 such information
regarding the Holder and the distribution proposed by the Holder as Ener1 may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification, or compliance referred to in this Section
5.

    


    5.5         Indemnification.  Ener1
will indemnify the Holder and its directors, officers,
partners, employees, agents and representatives against any losses incurred by
them as a result of any untrue statement of a material fact in a registration
statement filed by Ener1 pursuant to this Section 5,
or the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, unless such untrue
statement or material omission occurred in reliance upon and in conformity with
written information furnished to the Company by the Holder for use in connection
with such registration statement, in which case, the Holder will indemnify Ener1
and its directors, officers, partners, employees, agents and representatives
against any losses incurred by them as a result of such untrue statement or
material omission.

    


    5.6         Transfer or Assignment of
Registration Rights.  The rights to cause Ener1 to register
securities granted to the Holder by Ener1 under this Section 5
may be transferred or assigned by the Holder only to an affiliate of the Holder
or a subsidiary, parent, partner, limited partner, retired partner, member,
retired member or stockholder; provided that (i) Ener1 is
given written notice prior to said transfer or assignment, stating the name and
address of the transferee or assignee and identifying the securities with
respect to which such registration rights are intended to be transferred or
assigned; (ii) the transferee or assignee of such rights assumes in writing the
obligations of the Holder under this Agreement; and (iii) any such transferee is
not engaged in competition with Ener1 as reasonably determined by the Board of
Directors of Ener1.

    



    
      
         


      

      
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    6.           CONDITIONS
TO CLOSING.

    


    6.1         Conditions to Holder’s
Obligations to Exchange.  The Holder’s obligation to effect the
Exchange contemplated under this Agreement is conditioned upon the fulfillment
(or waiver by the Holder in its sole and absolute discretion) of each of the
following events as of the Exchange Date:

    


    
      	
               
      

            	
              6.1.1

            	
              the
      representations and warranties of Ener1 set forth in this Agreement are
      true and correct in all material
respects;

            


    

    


    
      	
               
      

            	
              6.1.2

            	
              Ener1
      has complied with or performed in all material respects all of the
      agreements, obligations and conditions set forth in this Agreement that
      are required to be complied with or performed by Ener1 on or before the
      Exchange Date; and

            


    

    


    
      	
               
      

            	
              6.1.3

            	
              no
      injunction, restraining order or decree of any nature of any court or
      Governmental Authority of competent jurisdiction is in effect that
      restrains or prohibits the consummation of the transactions contemplated
      hereby.

            


    

    


    6.2         Conditions to Ener1’s
Obligations to Exchange.  Ener1’s obligations to effect the
Exchange contemplated under this Agreement are conditioned upon the fulfillment
(or waiver by Ener1 in its sole and absolute discretion) of each of the
following events as of the Exchange Date:

    


    
      	
               
      

            	
              6.2.1

            	
              the
      representations and warranties of the Holder set forth in this Agreement
      are true and correct in all material
respects;

            


    

    


    
      	
               
      

            	
              6.2.2

            	
              the
      Holder has complied with or performed all of the agreements, obligations
      and conditions set forth in this Agreement that are required to be
      complied with or performed by the Holder on or before the Exchange
      Date;

            


    

    


    
      	
               
      

            	
              6.2.3

            	
              Ener1
      has confirmed the deposit of the Put Shares and the Series B Warrants
      subject to the Exchange into Ener1’s VPS accounts;
  and

            


    

    


    
      	
               
      

            	
              6.2.4

            	
              no
      injunction, restraining order or decree of any nature of any court or
      Governmental Authority of competent jurisdiction is in effect that
      restrains or prohibits the consummation of the transactions contemplated
      hereby.

            


    
 

    
      
         


      

      
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                7.

              	
                MISCELLANEOUS.

              


      

    

    


    7.1         Survival;
Severability.  The representations, warranties and covenants
made by the parties herein shall survive the Exchange notwithstanding any due
diligence investigation made by or on behalf of the party seeking to rely
thereon. In the event that 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.

    


    7.2         Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors, heirs 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. No party may assign its rights or
obligations under this Agreement.

    


    7.3         Injunctive
Relief.  Each party acknowledges and agrees that a breach by
such party of such party’s obligations hereunder will cause irreparable harm to
the other parties and that the remedy or remedies at law for any such breach
will be inadequate and agrees, in the event of any such breach, in addition to
all other available remedies, such other parties shall be entitled to an
injunction restraining any breach and requiring immediate and specific
performance of such obligations without the necessity of showing economic loss
or the posting of any bond.

    


    7.4         Governing Law;
Jurisdiction.  This Agreement shall be governed by and
construed under the laws of the State of New York applicable to contracts made
and to be performed entirely within the State of New York. Each party hereby
irrevocably submits to the non-exclusive jurisdiction of the state and federal
courts sitting in the County of New York, New York for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that such party is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for
notices to such party under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.

    


    7.5         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
or email transmission.
 

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


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

    


    7.7         Notices.  Any
notice, demand or request required or permitted to be given by Ener1 or the
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
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 and (ii) on the next Business Day after timely delivery to an
overnight courier, in accordance with the notice information set forth beneath
the respective party’s signature to this Agreement, or as shall be designated by
such party in writing to the other party in accordance with this Section
7.7.

    


    7.8         Expenses.  Ener1
and the Holder shall pay all costs and expenses that such party incurs in
connection with the negotiation, execution, delivery and performance of this
Agreement.

    


    7.9         Entire Agreement;
Amendments.  This Agreement constitutes the entire agreement
between or among 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.  Except as expressly provided
herein, neither this Agreement nor any term hereof may be amended except
pursuant to a written instrument executed by Ener1 and the Holder, and no
provision hereof may be waived other than by a written instrument signed by the
party against whom enforcement of any such waiver is sought.  Any
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

    


    [Signature
Pages to Follow]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


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

    


    
      
        
          
            
              
                
                  	
                          ENER1,
      INC.

                        	 
      	
                          HOLDER:

                        
	 	 	 
	 
      	 
      	
                          ROCKPORT
      CAPITAL PARTNERS II, L.P.

                        
	
                          By:

                        	
                          /S/ Jeffrey Seidel

                        	 
      	 
      
	 
      	
                          Name:
      Jeffrey Seidel

                        	 
      	
                          By:
      RockPort Capital II, L.L.C., General Partner

                        
	 
      	
                          Title:
      CFO

                        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                          By:

                        	
                          /S/ Janet James 

                        
	 
      	 
      	 
      	 
      	
                          Name:

                        	
                          Janet
      James

                        
	 
      	 
      	 
      	 
      	
                          Title:

                        	
                          Managing
      Member

                        
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                          First
      Tranche Shares:  ________________

                        
	 
      	 
      	 
      	
                          Second
      Tranche Shares:  ______________

                        
	 
      	 
      	 
      	
                          Series
      B Warrants:  __________________

                        
	 
      	 
      	 
      	 
      
	
                          Notice
      Address:

                        	 
      	
                          ROCKPORT
      CAPITAL PARTNERS III, L.P.

                        
	
                          1540
      Broadway, Suite 25C

                        	 
      	 
      
	
                          New
      York, NY 10036

                        	 
      	
                          By:
      RockPort Capital III, L.L.C., its General

                        
	
                          Attn:  Chief
      Executive Officer

                        	 
      	
                                Partner

                        
	
                          Tel:  (212)
      920-3500

                        	 
      	 
      
	
                          Fax:  (212)
      920-3510

                        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                          By:

                        	
                          /S/ Janet James.

                        
	 
      	 
      	 
      	
                          Name:

                        	
                          Janet
      James

                        
	 
      	 
      	 
      	
                          Title:

                        	
                          Managing
      Member

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                          First
      Tranche Shares:  _______________

                        
	 
      	 
      	
                          Second
      Tranche Shares:  _____________

                        
	 
      	 
      	
                          Series
      B Warrants:  _________________

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Notice
      Address:

                        
	 
      	 
      	
                          160
      Federal Street, 18th
      floor,

                        
	 
      	 
      	
                          Boston,
      MA 02110-1700

                        
	 
      	 
      	
                          Attention:  William
      E. James

                        
	 
      	 
      	
                          Telephone:
      (617) 912-1420

                        
	 
      	 
      	
                          Facsimile:
      (617)
912-1449

                        


                

              

            

          

        

      

    

     

    Signature
Page to Exchange Agreement