EX-10.3






Exhibit 10.3




FORM OF WARRANT




Exhibit B to

Securities Purchase Agreement




THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW,
AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN
CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.



WARRANT




TO PURCHASE COMMON STOCK 




OF




ENER1, INC.




Issue Date: November      , 2007 Warrant No.       



THIS CERTIFIES that      or any subsequent holder hereof (the
“Holder”), has the right to purchase from ENER1, INC., a Florida corporation (the
“Company”), up to [     ] fully paid and nonassessable shares of the Company’s common stock, par
value $0.01 per share (the “Common Stock”), subject to adjustment as provided herein, at a price
per share equal to the Exercise Price (as defined below), at any time and from time to time
beginning on the date on which this Warrant was originally issued (the “Issue Date”) and ending at
5:00 p.m., eastern time, on the later to occur of (i) the one hundred and eightieth
(180th) day following the Issue Date and (ii) the second (2nd) Business Day
following the date on which the Company files with the Secretary of State of the State of Florida
an amendment to its Articles of Incorporation increasing the number of authorized shares of Common
Stock to 950,000,000 (the “Expiration Date”); provided, however, that if the Expiration Date
occurs on a date that is not a Business Day, the Expiration Date shall be deemed to occur on the on
the Business Day immediately following such date. This Warrant is part of a series of substantially
identical warrants issued pursuant to the Securities Purchase Agreement, dated as of November 19,
2007 (the “Securities Purchase Agreement”) (together with this Warrant, the “Warrants”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set
forth in the Securities Purchase Agreement.



1. Exercise.



(a) Right to Exercise; Exercise Price. The Holder shall have the right to exercise
this Warrant at any time and from time to time during the period beginning on the Issue Date and
ending on the Expiration Date as to all or any part of the shares of Common Stock covered hereby
(the “Warrant Shares”). The “Exercise Price” for each Warrant Share purchased by the Holder upon
the exercise of this Warrant shall be equal to seventy five cents ($0.75), subject to adjustment
for the events specified in Section 6 below.



(b) Exercise Notice. In order to exercise this Warrant, the Holder shall send to the
Company by facsimile transmission, at any time prior to 6:00 p.m., eastern time, on the Business
Day on which the Holder wishes to effect such exercise (the “Exercise Date”), (i) a notice of
exercise in substantially the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) a
copy of the original Warrant, and (iii) the Exercise Price by wire transfer of immediately
available funds. The Exercise Notice shall state the name or names in which the shares of Common
Stock that are issuable on such exercise shall be issued. In the case of a dispute between the
Company and the Holder as to the calculation of the Exercise Price or the number of Warrant Shares
issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to
Section 6 below), the Company shall issue to the Holder the number of Warrant Shares that are not
disputed within the time periods specified in Section 2 below and shall submit the disputed
calculations to a certified public accounting firm of national reputation (other than the Company’s
regularly retained accountants) within two (2) Business Days following the date on which the
Holder’s Exercise Notice is delivered to the Company. The Company shall cause such accountant to
calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify
the Company and the Holder of the results in writing no later than three (3) Business Days
following the day on which such accountant received the disputed calculations (the “Dispute
Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The
fees of any such accountant shall be borne by the party whose calculations were most at variance
with those of such accountant.



(c) Holder of Record. The Holder shall, for all purposes, be deemed to have become
the holder of record of the Warrant Shares specified in an Exercise Notice on the Exercise Date
specified therein, irrespective of the date of delivery of such Warrant Shares. Except as
specifically provided herein, nothing in this Warrant shall be construed as conferring upon the
Holder hereof any rights as a shareholder of the Company prior to the Exercise Date.



(d) Cancellation of Warrant. This Warrant shall be canceled upon its exercise in full
and, if this Warrant is exercised in part, the Company shall, at the time that it delivers Warrant
Shares to the Holder pursuant to such exercise as provided herein, issue a new warrant, and deliver
to the Holder a certificate representing such new warrant, with terms identical in all respects to
this Warrant (except that such new warrant shall be exercisable into the number of shares of Common
Stock with respect to which this Warrant shall remain unexercised); provided, however, that the
Holder shall be entitled to exercise all or any portion of such new warrant at any time following
the time at which this Warrant is exercised, regardless of whether the Company has actually issued
such new warrant or delivered to the Holder a certificate therefor.



2. Delivery of Warrant Shares Upon Exercise. Upon receipt of a fax copy of an
Exercise Notice pursuant to Section 1 above, the Company shall, (A) no later than the close of
business on the later to occur of (i) the third (3rd) Business Day following the Exercise Date
specified in such Exercise Notice and (ii) such later date on which the Company shall have received
payment of the Exercise Price, and (B) with respect to Warrant Shares that are the subject of a
Dispute Procedure, the close of business on the third (3rd) Business Day following the
determination made pursuant to Section 1(b) (each of the dates specified in (A) or (B) being
referred to as a “Delivery Date”), issue and deliver or caused to be delivered to the Holder the
number of Warrant Shares as shall be determined as provided herein. The Company shall effect
delivery of Warrant Shares to the Holder, as long as the Company’s designated transfer agent (the
“Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer program (“FAST”) and no restrictive legend is required pursuant to the terms of this
Warrant or the Securities Purchase Agreement, by crediting the account of the Holder or its nominee
at DTC (as specified in the applicable Exercise Notice) with the number of Warrant Shares required
to be delivered, no later than the close of business on such Delivery Date. In the event that the
Transfer Agent is not a participant in FAST or if the Holder so specifies in a Exercise Notice or
otherwise in writing on or before the Exercise Date, the Company shall effect delivery of Warrant
Shares by delivering to the Holder or its nominee physical certificates representing such Warrant
Shares, no later than the close of business on such Delivery Date. Warrant Shares delivered to the
Holder shall not contain any restrictive legend unless such legend is required pursuant to the
terms of the Securities Purchase Agreement.



3. Failure to Deliver Warrant Shares.



(a) In the event that the Company fails for any reason to deliver to the Holder the number of
Warrant Shares specified in the applicable Exercise Notice on or before the Delivery Date therefor
(an “Exercise Default”), the Company shall pay to the Holder payments (“Exercise Default Payments”)
in the amount of (i) (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant
Shares which are the subject of such Exercise Default multiplied by (iii) the lower of
fifteen percent (15%) per annum and the maximum rate permitted by applicable law (the “Default
Interest Rate”), where “N” equals the number of days elapsed between the original Delivery Date of
such Warrant Shares and the date on which all of such Warrant Shares are issued and delivered to
the Holder. Cash amounts payable hereunder shall be paid on or before the fifth (5th) Business Day
of each calendar month following the calendar month in which such amount has accrued.



(b) In the event of an Exercise Default, the Holder may, upon written notice to the Company
(an “Exercise Default Notice”), regain on the date of such notice the rights of the Holder under
the exercised portion of this Warrant that is the subject of such Exercise Default. In the event
of such Exercise Default and delivery of an Exercise Default Notice, the Holder shall retain all of
the Holder’s rights and remedies with respect to the Company’s failure to deliver such Warrant
Shares (including without limitation the right to receive the cash payments specified in Section
3(a) above).



(c) The Holder’s rights and remedies hereunder are cumulative, and no right or remedy is
exclusive of any other. In addition to the amounts specified herein, the Holder shall have the
right to pursue all other remedies available to it at law or in equity (including, without
limitation, a decree of specific performance and/or injunctive relief). Nothing herein shall limit
the Holder’s right to pursue actual damages for the Company’s failure to issue and deliver Warrant
Shares on the applicable Delivery Date (including, without limitation, damages relating to any
purchase of Common Stock by the Holder to make delivery on a sale effected in anticipation of
receiving Warrant Shares upon exercise, such damages to be in an amount equal to (A) the aggregate
amount paid by the Holder for the Common Stock so purchased minus (B) the aggregate amount
of net proceeds, if any, received by the Holder from the sale of the Warrant Shares issued by the
Company pursuant to such exercise).



4. Exercise Limitations. In no event shall a Holder be permitted to exercise this
Warrant, or part hereof, if, upon such exercise, the number of shares of Common Stock beneficially
owned by the Holder (other than shares which would otherwise be deemed beneficially owned except
for being subject to a limitation on conversion or exercise analogous to the limitation contained
in this Section 4), would exceed 9.99% of the number of shares of Common Stock then issued and
outstanding. As used herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent
that the limitation contained in this Section 4 applies, the submission of an Exercise Notice by
the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable
pursuant to the terms hereof and the Company shall be entitled to rely on such representation
without making any further inquiry as to whether this Section 4 applies. Nothing contained herein
shall be deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at
such time as such exercise will not violate the provisions of this Section 4. This Section 4 may
not be amended unless such amendment is approved by the holders of a majority of the Common Stock
then outstanding; provided, however, that the limitations contained in this Section 4 shall cease
to apply upon sixty (60) days’ prior written notice from the Holder to the Company.



5. [Intentionally Omitted]



6. Anti-Dilution Adjustments; Distributions; Other Events. The Exercise Price and the
number of Warrant Shares issuable hereunder shall be subject to adjustment from time to time as
provided in this Section 6. In the event that any adjustment of the Exercise Price required herein
results in a fraction of a cent, the Exercise Price shall be rounded up or down to the nearest one
hundredth of a cent.



(a) Subdivision or Combination of Common Stock. If the Company, at any time after the
Issue Date, subdivides (by any stock split, stock dividend, recapitalization, reorganization,
reclassification or otherwise) the outstanding shares of Common Stock into a greater number of
shares, then effective upon the close of business on the record date for effecting such
subdivision, the Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company, at any time after the Issue Date, combines (by reverse
stock split, recapitalization, reorganization, reclassification or otherwise) the outstanding
shares of Common Stock into a smaller number of shares, then, effective upon the close of business
on the record date for effecting such combination, the Exercise Price in effect immediately prior
to such combination will be proportionally increased.



(b) Distributions. If, at any time after the Issue Date, the Company declares or
makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of
Common Stock, as a partial liquidating dividend or otherwise, including without limitation any
dividend or distribution to the Company’s shareholders in shares (or rights to acquire shares) of
capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice of such
Distribution (a “Distribution Notice”) to the Holder at least thirty (30) days prior to the earlier
to occur of (i) the record date for determining shareholders entitled to such Distribution (the
“Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”) (the
earlier of such dates being referred to as the “Determination Date”). In the Distribution Notice
to a Holder, the Company shall indicate whether the Company has elected (A) to deliver to such
Holder, upon any exercise of this Warrant after the Determination Date, the same amount and type of
assets being distributed in such Distribution as though the Holder were, on the Determination Date,
a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such
Determination Date (such number of shares to be determined at the Exercise Price then in effect and
without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant
on or after the Determination Date, to reduce the Exercise Price applicable to such exercise by
reducing the Exercise Price in effect on the Business Day immediately preceding the Record Date by
an amount equal to the fair market value of the assets to be distributed divided by the number of
shares of Common Stock as to which such Distribution is to be made, such fair market value to be
reasonably determined in good faith by the Company’s Board of Directors. If the Company does not
notify the Holders of its election pursuant to the preceding sentence on or prior to the
Determination Date, the Company shall be deemed to have elected clause (A) of the preceding
sentence.



(c) Adjustments; Additional Shares, Securities or Assets. In the event that at any
time, as a result of an adjustment made pursuant to this Section 6, the Holder of this Warrant
shall, upon exercise of this Warrant, become entitled to receive securities or assets (other than
Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be
deemed to refer to and include such shares and/or other securities or assets; and thereafter the
number of such shares and/or other securities or assets shall be subject to adjustment from time to
time in a manner and upon terms as nearly equivalent as practicable to the provisions of this
Section 6. Any adjustment made herein that results in a decrease or an increase in the Exercise
Price shall also effect a proportional increase or decrease, as the case may be, in the number of
shares of Common Stock into which this Warrant is exercisable.



7. Fractional Interests.



No fractional shares or scrip representing fractional shares shall be issuable upon the
exercise of this Warrant, but on exercise of this Warrant, the Holder hereof may purchase only a
whole number of shares of Common Stock. If, on exercise of this Warrant, the Holder hereof would
be entitled to a fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, the Company shall, in lieu of issuing any such fractional share, pay to the Holder an
amount in cash equal to the product resulting from multiplying such fraction by the Market Price as
of the Exercise Date.



8. Transfer of this Warrant.



The Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole
or in part, as long as such sale or other disposition is made pursuant to an effective registration
statement or an exemption from the registration requirements of the Securities Act. Upon such
transfer or other disposition (other than a pledge), the Holder shall deliver this Warrant to the
Company together with a written notice to the Company, substantially in the form of the Transfer
Notice attached hereto as Exhibit B (the “Transfer Notice”), indicating the person or persons to
whom this Warrant shall be transferred and, if less than all of this Warrant is transferred, the
number of Warrant Shares to be covered by the part of this Warrant to be transferred to each such
person. Within three (3) Business Days of receiving a Transfer Notice and the original of this
Warrant, the Company shall deliver to the each transferee designated by the Holder a Warrant or
Warrants of like tenor and terms for the appropriate number of Warrant Shares and, if less than all
this Warrant is transferred, shall deliver to the Holder a Warrant for the remaining number of
Warrant Shares.



9. Benefits of this Warrant.



This Warrant shall be for the sole and exclusive benefit of the Holder of this Warrant and
nothing in this Warrant shall be construed to confer upon any person other than the Holder of this
Warrant any legal or equitable right, remedy or claim hereunder.



10. Loss, theft, destruction or mutilation of Warrant.



Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of indemnity reasonably satisfactory to
the Company, and upon surrender of this Warrant, if mutilated, the Company shall execute and
deliver a new Warrant of like tenor and date.



11. Notice or Demands.



Any notice, demand or request required or permitted to be given by the Company or the Holder
pursuant to the terms of this Warrant 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:



	 
	Ener1, Inc.

c/o Ener1 Group, Inc.

5 Penn Plaza

23rd Floor

New York, New York 10001

Attn:Chief Executive Officer

Tel:(212) 920-3500

Fax: (212) 920-3510

	with a copy (which shall not constitute notice) to:







	 	 	 
	Mazzeo Song LLP

	708 Third Avenue

	19th Floor

	New York, New York 10017

	Tel:

Fax:

	 	(212) 599-0700

(212) 599-8400






and if to a Holder, to such address for such party as shall appear on Exhibit A to the Securities
Purchase Agreement. Any party hereto may change its address for notice by sending notice in
accordance with this Section 11.



12. Applicable Law.



This Warrant is issued under and shall for all purposes 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. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City and County of 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 it 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 it under this Warrant 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.



13. Amendments.



No amendment, modification or other change to, or waiver of any provision of, this Warrant may
be made unless such amendment, modification or change is (A) set forth in writing and is signed by
the Company and the Holder and (B) agreed to in writing by the holders of at least a majority of
the number of shares into which the Warrants are exercisable (without regard to any limitation
contained herein on such exercise), it being understood that upon the satisfaction of the
conditions described in (A) and (B) above, each Warrant (including any Warrant held by the Holder
who did not execute the agreement specified in (B) above) shall be deemed to incorporate any
amendment, modification, change or waiver effected thereby as of the effective date thereof.



14. Entire Agreement.



This Warrant 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 Warrant and the other Transaction Documents supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.



15. Headings.



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



[Signature Page to Follow]




1




IN WITNESS WHEREOF, the Company has duly executed and delivered this Warrant as of the
Issue Date.



ENER1, INC.



	 	 	 	 	 
	By:
	 	 	—	 
	   Name:

	   Title:







2




EXHIBIT A to WARRANT




EXERCISE NOTICE




The undersigned Holder hereby irrevocably exercises the right to purchase 
 of the shares of Common Stock (“Warrant Shares”) of      evidenced by
the attached Warrant (the “Warrant”). The Holder shall pay the sum of $     to the
Company in accordance with the terms of the Warrant.



Date:      



     



Name of Registered Holder



By:      

Name:

Title:




EXHIBIT B to WARRANT




TRANSFER NOTICE




FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells, assigns and
transfers unto the person or persons named below the right to purchase  shares of
the Common Stock of      evidenced by the attached Warrant.



Date:      



     



Name of Registered Holder



By:      

Name:

Title:




Transferee Name and Address:




3