Exhibit 4.3




Exhibit F to the
Securities Purchase
Agreement 




REGISTRATION RIGHTS
AGREEMENT 



        REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of January 16, 2004, by and
between ENER1, INC., a Florida corporation (the “Company”), and each of
the entities whose names appear on the signature pages hereof. Such entities are each
referred to herein as an “Investor” and, collectively, as the
“Investors”. 



        The
Company has agreed, on the terms and subject to the conditions set forth in the Securities
Purchase Agreement, dated as of January 16, 2004 (the “Securities Purchase
Agreement”), to issue and sell to each Investor named therein a 5% Senior Secured
Convertible Debenture (a “Debenture” and, collectively, the
“Debentures”) and a Warrant (a “Warrant” and,
collectively, the “Warrants”). 



        The
Debentures are convertible into shares (the “Conversion Shares”) of the
Company’s common stock, par value $0.01 per share (the “Common
Stock”). The Warrants are exercisable into shares of Common Stock (the
“Warrant Shares”) in accordance with their terms. 



        In
order to induce each Investor to enter into the Securities Purchase Agreement, the Company
has agreed to provide certain registration rights under the Securities Act of 1933, as
amended (the “Securities Act”), and under applicable state securities
laws. Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Securities Purchase Agreement. 



        In
consideration of each 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)       
               “Effective Date” means the date on which the Registration
               Statement is declared effective by the Securities and Exchange Commission (the
               “Commission”); 



               



          		    (b)       
               “Filing Deadline” means the forty-fifth (45th)
               calendar day following the Closing Date; 



               



          		    (c)       
               “Holder” means any person owning or having the right to
               acquire, through conversion of the Debentures or exercise of the Warrants or
               otherwise, Registrable Securities, including initially each Investor and
               thereafter any permitted assignee thereof; 



               


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          		    (d)       
               “Registrable Securities” means the Conversion Shares and the
               Warrant Shares and any other shares of Common Stock issuable pursuant to the
               terms of the Debentures or the Warrants, and any shares of capital stock issued
               or issuable from time to time (with any adjustments) in replacement of, in
               exchange for or otherwise in respect of the Conversion Shares or the Warrant
               Shares; 



               



          		    (e)       
               “Registration Deadline” means the one hundred and eightieth
               (180th) calendar day following the Closing Date; 



               



          		    (f)       
               “Registration Period” has the meaning set forth in paragraph
               2(b) below; and 



               



          		    (g)       
               “Registration Statement” means the Registration Statement to be
               filed hereunder relating to resales of the Registrable Securities issued or
               issuable under the Debentures or the Warrants. 



               




      2.   
REGISTRATION.



         (a)       
          Registration Statement. On or before the Filing Deadline, the Company
          shall 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 the one hundred and five percent
          (105%) of the number of shares of Common Stock issuable on the Closing Date
          pursuant to the Debentures and the Warrants (such number to be determined using
          the Conversion Price or Exercise Price, as applicable, in effect on such dates
          and without regard to any restriction on the ability of any Holder to convert
          such Holder’s Debentures or exercise such Holder’s Warrant as of such
          date). 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 effect conversion of the Debentures
          and exercise of the Warrants in order to prevent dilution resulting from stock
          splits, stock dividends or similar events. The Company shall use its reasonable
          best efforts to convert the Registration Statement to a Form S-3, or file a new
          registration statement on such form, promptly following its eligibility to use
          such form, covering at least one hundred and five percent (105%) of the number
          of shares of Common Stock issuable on the date of such conversion or filing
          pursuant to the Debentures and the Warrants (such number to be determined using
          the Conversion Price or Exercise Price, as applicable, in effect on such dates
          and without regard to any restriction on the ability of any Holder to convert
          such Holder’s Debentures or exercise such Holder’s Warrant as of such
          date). 



         (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. 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 any Holders who are
          “affiliates” 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 any Holders
          who are “affiliates” 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,
          assuming that all Warrant Shares are issued by means of a cashless exercise of
          the Warrants (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”). 



2 





         (c)       
          Registration Default. If (A) the Registration Statement is not declared
          effective by the Commission on or before the Registration Deadline, (B) after
          the Registration Statement has been declared effective by the Commission and
          during a period in which an Allowed Delay (as hereinafter defined) is not in
          effect, sales of Registrable Securities cannot be made by a Holder under the
          Registration Statement for any reason not within the exclusive control of such
          Holder (other than such Registrable Securities as are then freely saleable
          pursuant to Rule 144(k)), or (C) an amendment to the Registration Statement, or
          a new registration statement, required to be filed pursuant to the terms of
          paragraph 4(k) below is not filed on or before the date required by such
          paragraph, (each of (A), (B) and C) being referred to herein as a
          “Registration Default”), the Company shall make payments to
          each Holder equal to one and one-half percent (1.5%) of the principal amount of
          the Debentures then held by such Holder for each thirty (30) day period in which
          a Registration Default occurs (prorated for any period of less than thirty
          days). Each such payment shall be made within five (5) Business Days following
          the last day of the calendar month in which a Registration Default occurs. Any
          such payment shall be in addition to any other remedies available to each Holder
          at law or in equity, whether pursuant to the terms hereof, the Securities
          Purchase Agreement, the Debentures, or otherwise. 



         (d)       
          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 twenty (20) 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 (A) 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 (B) 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 each Holder 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 such Holder, shall the Company disclose to such Holder any of
          the facts or circumstances regarding any material non-public information), (ii)
          advise each Holder in writing to cease all sales under the Registration
          Statement until the termination of the Allowed Delay and (iii) notify each
          Holder in writing immediately upon the termination or expiration of an Allowed
          Delay. 



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         (e)       
          Allocation of Conversion Shares and Warrant Shares. The initial number of
          Conversion Shares and Warrant Shares included in any Registration Statement and
          each increase in the number thereof included therein shall be allocated pro
          rata among the Holders based on the aggregate number of Registrable
          Securities issuable to each Holder at the time the Registration Statement
          covering such initial number of Registrable Securities or increase thereof is
          declared effective by the Commission (such number to be determined using the
          Conversion Price or Exercise Price, as applicable, in effect at such time and
          without regard to any restriction on the ability of a Holder to convert such
          Holder’s Debentures or exercise such Holder’s Warrant as of such
          date). In the event that a Holder sells or otherwise transfers any of such
          Holder’s Registrable Securities, each transferee shall be allocated the
          portion of the then remaining number of Registrable Securities included in such
          Registration Statement allocable to the transferor. 



         (f)       
          Registration of Other Securities. During the period beginning on the date
          hereof and ending on the Effective Date, the Company shall refrain from filing
          any registration statement (other than (i) the Registration Statement or (ii) a
          registration statement on Form S-8 with respect to stock option plans and stock
          plans currently in effect); provided, however, that the Company
          shall be permitted to file one or more registration statements covering the
          resale of (i) 18,416,467 shares of Common Stock held by Ener1 Group, Inc.,
          Michael Zoi and Peter Novak, (ii) up to 14,000,000 shares of Common Stock held
          by Itochu Corporation and (iii) up to 240,000 shares of Common Stock held by
          Eduard Will. 




      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 Holders, the
Company shall, at such time, promptly give each Holder written notice of such Proposed
Registration. Each Holder 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 such Holder intends to sell and such Holder’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 such Holder; provided, however, that the Company shall have the
right to postpone or withdraw any registration effected pursuant to this Section 3 without
obligation to the Holder. 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 each Holder
has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of
Registrable Securities shall be made pro rata among the Holders seeking to include
Registrable Securities in a registration statement, in proportion to the number of
Registrable Securities sought to be included by such Holders; provided, however, that the
Company shall not exclude any Registrable Securities unless the Company has first excluded
all outstanding securities, the holders 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 provided, further, that, after giving effect to the
immediately preceding proviso, any exclusion of Registrable Securities shall be made
pro rata with holders of other securities having the right to include such
securities in the registration statement. In no event shall the Company include any
securities other than the Registrable Securities on the Registration Statement or on any
registration statement filed by the Company on behalf of the Holders pursuant to the terms
hereof. 



4 





           4.   
          OBLIGATIONS OF THE COMPANY. 



        In
addition to performing its obligations hereunder, including without limitation those
pursuant to paragraphs 2(a), (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 a Holder in
          order to incorporate information concerning such Holder or such Holder’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 each Holder with reasonable evidence thereof; 



         (c)       
          upon the effectiveness of the Registration Statement, furnish to each Holder
          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 such Holder may reasonably request
          in order to facilitate the disposition of such Holder’s Registrable
          Securities; 



5 





         (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 a Holder, and do any and all other acts or things
          which may be necessary or advisable to enable such Holder 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 all Holders 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 each Holder immediately after becoming aware of the occurrence of any
          event (but shall not, without the prior written consent of such Holder, disclose
          to such Holder 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 each Holder 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 each Holder of the issuance of such order
          and the resolution thereof; 



         (h)       
          furnish to each Holder, on the date that the Registration Statement, or any
          successor registration statement, becomes effective, a letter, dated such date,
          of outside counsel representing the Company (and reasonably acceptable to such
          Holder) addressed to such Holder, confirming such effectiveness and, to the
          knowledge of such counsel, the absence of any stop order; 



         (i)       
          provide to each Holder and its representatives, upon reasonable prior notice and
          subject to such confidentiality restrictions as the Company shall reasonably
          deem to be necessary or appropriate, the opportunity to conduct a reasonable
          inquiry of the Company’s financial and other records during normal business
          hours and make available its officers for questions regarding information which
          such Holder may reasonably request in order to fulfill any due diligence
          obligation on its part; 



6 





         (j)       
          permit counsel for each Holder to review the Registration Statement and all
          amendments and supplements thereto, and any comments made by the staff of the
          Commission concerning such Holder and/or the transactions contemplated by the
          Transaction Documents and the Company’s responses thereto, within a
          reasonable period of time (but in no event less than three (3) Business Days
          after such Holder has received such documents) 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); and 



         (k)       
          in the event that, at any time, the number of shares available under the
          Registration Statement is insufficient to cover one hundred percent 100% of the
          Registrable Securities issuable under the related Debentures and Warrants (such
          number to be determined using the Conversion Price or Exercise Price, as
          applicable, in effect at such time and without regard to any restriction on the
          ability of any Holder to convert such Holder’s Debentures or exercise such
          Holder’s Warrant) 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 a Holder of the occurrence of such event, so that the Registration
          Statement or such new registration statement, or both, covers no less than one
          hundred and five percent (105%) of the Registrable Securities eligible for
          resale thereunder and issuable under the related Debentures and Warrants (such
          number to be determined using the Conversion Price or Exercise Price, as
          applicable, in effect at the time of such amendment or filing and without regard
          to any restriction on the ability of any Holder to convert such Holder’s
          Debenture or exercise such Holder’s Warrant). 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. Any
          Registration Statement filed pursuant to this paragraph 4(k) shall state that,
          to the extent permitted by Rule 416 under the Securities Act, such Registration
          Statement also covers such indeterminate number of additional shares of Common
          Stock as may become issuable upon conversion of the Debentures or exercise of
          the Warrants in full. Unless and until such amendment or new Registration
          Statement becomes effective, each Holder shall have the rights described in
          Section 2(c) above. 



           5.   
          OBLIGATIONS OF EACH HOLDER. 



        In
connection with the registration of Registrable Securities pursuant to a Registration
Statement, each Holder 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 4(f) or 4(g), 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 4(f) or withdrawal of the stop order referred to in paragraph 4(g),
          and use commercially reasonable efforts to maintain the confidentiality of such
          notice and its contents; 



7 





         (c)       
          in the event of an underwritten offering of such Registrable Securities in which
          such Holder 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 such Holder 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
          each Holder, the officers, directors, employees, agents and representatives of
          such Holder, and each person, if any, who controls such Holder 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 6(c) below, the Company will reimburse such Holder, 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. 



8 





         (b)       
          To the extent permitted by law, each Holder who is named in such Registration
          Statement as a selling stockholder, acting severally and not jointly, 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 such
          Holder expressly for use in such Registration Statement. Subject to the
          provisions of paragraph 6(c) below, such Holder 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 such Holder (which
          consent shall not be unreasonably withheld); and provided, further, that, in no
          event shall any indemnity under this subsection 6(b) exceed the net proceeds
          resulting from the sale of the Registrable Securities sold by such Holder under
          such Registration Statement. 



         (c)       
          Promptly after receipt by an indemnified party under this Section 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 Section 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 Section 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 Section 6 or
          with respect to any other action unless the indemnifying party is materially
          prejudiced as a result of not receiving such notice. 



9 





         (d)       
          In the event that the indemnity provided in paragraph (a) or (b) of this Section
          6 is unavailable or insufficient to hold harmless an indemnified party for any
          reason, the Company and each Holder agree, severally and not jointly, to
          contribute to the aggregate Losses to which the Company or such Holder may be
          subject in such proportion as is appropriate to reflect the relative fault of
          the Company and such Holder in connection with the statements or omissions which
          resulted in such Losses; provided, however, that in no case shall such Holder 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 such Holder.
          The Company and each Holder 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 paragraph (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
          Section 6, each person who controls a Holder within the meaning of either the
          Securities Act or the Exchange Act and each officer, director, employee, agent
          or representative of such Holder shall have the same rights to contribution as
          such Holder, 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 paragraph (d). 



         (e)       
          The obligations of the Company and each Holder under this Section 6 shall
          survive the conversion of the Debentures and exercise of the Warrants in full,
          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 each Holder 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 such Holder 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; 



         (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; and 



         (c)       
          furnish to such Holder, so long as such Holder 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 such
          Holder in connection with such Holder’s compliance with any rule or
          regulation of the Commission which permits the selling of any such securities
          without registration. 



10 






      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 each
          Holder, 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 4(h)
          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 Holders of at least
          two-thirds (2/3) of the Registrable Securities into which all of the Debentures
          and Warrants then outstanding are convertible or exercisable (without regard to
          any limitation on such conversion or exercise). Any amendment or waiver effected
          in accordance with this paragraph shall be binding upon each holder, each future
          Holder and the Company. 



         (c)       
          Notices. Any notice, demand or request required or permitted to be given
          by the Company or an 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:



Ener1, Inc.

550 Cypress Creek Road

Suite 120

Fort Lauderdale, Florida 33309

Attn:    Kevin P. Fitzgerald

Tel:     954-202-4442

Fax:     954-202-2884



with a copy to:



Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue N.W.

Washington, DC 20036

Attn:    Stephen I. Glover

Tel:     202 955-8500

Fax:     202 467-0539









and if to a Holder, to such address
as shall be designated by such Holder in writing to the Company. 



11 



         (d)       
          Assignment. Upon the transfer of a Debenture or Warrant or Registrable
          Securities by a Holder, the rights of such Holder 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 a
          “Holder” 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 a Debenture, Warrant or 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 New York applicable to contracts made
          and to be performed entirely within the State of New York. 



         (g)       
          Holder of Record. A person is deemed to be a Holder 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, the Securities Purchase Agreement, the
          Mortgage, the Debentures, the Warrants, the Subsidiary Guarantee, and the other
          Transaction Documents constitute 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, the Securities Purchase
          Agreement, the Mortgage, the Debentures, the Warrants, the Subsidiary Guarantee
          and the other Transaction Documents supersede 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. 




[Signature Pages to
Follow] 





12 









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




ENER1, INC. 




By:
__________________________
  Name:
  Title:


INVESTOR NAME:  ______________________________





By: _________________________
  Name:
  Title: