Common use of Conditions to the First Closing Clause in Contracts

Conditions to the First Closing. (a) Conditions to Each Investor’s Obligations at the First Closing. Each Investor’s obligations to effect the First Closing, including, without limitation, its obligation to subscribe for Series B Preferred Stock at the First Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) of each of the following events as of the First Closing Date, and the Company shall use commercially reasonable efforts to cause each of such conditions to be satisfied: (i) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date; provided, however, that (x) any representation or warranty relating to a particular date shall only need to be true and correct in all material respects as of such particular date, and (y) if any representation or warranty is not true or correct in all material respects, (1) the Company shall have submitted a certificate to such Holder disclosing all material inaccuracies or omissions in such representation or warranty, (2) the Requisite Investors shall have deemed, in their sole and absolute discretion, the representation or warranty, as so qualified by such certificate, to be acceptable, and (3) such certificate shall be deemed an amendment under this Agreement to such representation or and warranty; (ii) the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by the Company on or before the First Closing; (iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) the Company shall have executed and delivered to such Investor the Transaction Documents required to be delivered by it on the First Closing; and (v) the Company shall have delivered to such Investor (x) a copy of the Company’s Articles of Association, and (y) a certificated copy of the resolutions passed by the Board of Directors authorizing all of the transactions contemplated by the Transaction Documents to which the Company is a party. (b) Conditions to the Company’s Obligations at the First Closing The Company’s obligations to effect the First Closing with an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (i) the representations and warranties of such Investor set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (ii) such Investor shall have 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 such Investor on or before the First Closing; (iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) such Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company (including a duly executed application form for the Series B Preferred Stock being subscribed by it at the First Closing); (v) such Investor shall have paid to the Company (or into in escrow account established on behalf of the Company) the subscription price for the Series B Preferred Stock being subscribed by it at the First Closing, provided that Ener1 shall be permitted to subscribe for its commitment amount of the Series B Preferred Stock in two installments so long as (i) not less than 50% of its commitment for the First Closing is funded at the First Closing, and (ii) the remaining 50% of its commitment amount for the First Closing is funded on or prior to November 1, 2009 (the Investors shall vote in favor of all required corporate resolutions of the Company with respect to the issuance of the Series Preferred B Stock to Ener1 at such later stage in order to fulfill this obligation); (vi) to the extent requested by the Company, such Investor shall have delivered to the Company the information necessary to register such Investor’s Series B Preferred Stock at such Investor’s account in the Norwegian Securities Depository Verdipapirsentralen; and (vii) the Company shall have received the requisite corporate resolutions and other documents necessary for it to duly and validly issue the Series B Preferred Stock hereunder, including, without limitation, the approval of the First Closing at a general meeting of the Company’s shareholders and the confirmation by the Company’s auditor that the share capital increase has been paid in full.

Conditions to the First Closing. (a) Conditions The obligation of the Purchaser to Each Investor’s Obligations consummate the transactions contemplated herein at the First Closing. Each Investor’s obligations Closing are subject to effect the First Closing, including, without limitation, its obligation to subscribe for Series B Preferred Stock at the First Closing, are conditioned upon the fulfillment satisfaction (or waiver by such Investor in its sole and absolute discretionthe Purchaser) of each of the following events as of the First Closing Date, and the Company shall use commercially reasonable efforts to cause each of such conditions to be satisfiedconditions: (i) the representations and warranties of the Company set forth contained in this Agreement shall be true and correct in all material respects as of such date as if made on such datethe First Closing Date; provided, however, that (x) any representation or warranty relating to a particular date shall only need to be true and correct in all material respects as of such particular date, and (y) if any representation or warranty is not true or correct in all material respects, (1) the Company shall have submitted a certificate to such Holder disclosing performed, satisfied and complied with all material inaccuracies or omissions in such representation or warrantycovenants, (2) the Requisite Investors shall have deemed, in their sole and absolute discretion, the representation or warranty, as so qualified by such certificate, to be acceptableagreements, and (3) such certificate shall be deemed an amendment under conditions required by this Agreement to be performed, satisfied or complied with by it at or before the First Closing, no Event of Default shall have occurred and be continuing, nor shall an Event of Default result from or exist after giving effect to the purchase and sale of any of the Notes and the consummation of the transactions contemplated by any of the Transaction Documents; and the Purchaser shall have received a certificate of the Chief Executive Officer of the Company in the form of Exhibit C hereto, dated the First Closing Date, to such representation or and warrantyeffect; (ii) all consents, approvals, authorizations, exemptions and waivers from Governmental Entities that shall be required in order to enable the Company parties to consummate the transactions contemplated hereby shall have complied with been obtained (except for such consents, approvals, authorizations, exemptions and waivers, the absence of which would not prohibit consummation of such transactions or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by the Company on or before the First Closingrender such consummation illegal); (iii) there shall be no not have been issued any injunction, restraining order or other decree of or enacted any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits Law which prevents the consummation of the transactions contemplated hereby and by any of the other Transaction Documents; (iv) there shall not have been instituted, pending or threatened any action, suit or proceeding by or before any court or Governmental Entity (A) which may be reasonably expected to enjoin consummation of the Company shall have executed and delivered to such Investor transactions contemplated by any of the Transaction Documents required or (B) otherwise affecting the Purchaser, the Company or any of their respective subsidiaries or affiliates which may reasonably be expected to be delivered by it have a material adverse effect on the First Closing; andPurchaser or a Material Adverse Effect; (v) there shall not have occurred after December 31, 2000 any material adverse change or any development involving a prospective material adverse change (including as a result of any change in the Company Law) which has caused or is reasonably likely to cause a Material Adverse Effect except for those disclosed in Schedule 3.5; (vi) Xxxxx & XxXxxxxx, counsel to the Company, shall have delivered to such Investor the Purchaser an opinion dated the First Closing Date, in form reasonably satisfactory to the Purchaser, with respect to the matters set forth in Exhibit B hereto; (xvii) a copy of the Company’s Articles of Association, and (y) a certificated copy of the resolutions passed by the Board of Directors authorizing all of corporate proceedings taken in connection with the transactions contemplated by the Transaction Documents to which the Company is a party. (b) Conditions Documents, and all documents necessary to the Company’s Obligations at consummation thereof, shall be reasonably satisfactory in form and substance to the First Closing The Company’s obligations Purchaser and counsel to effect the First Closing Purchaser, and the Purchaser shall have received a copy (executed or certified as may be appropriate) of all documents or corporate proceedings taken in connection with an Investor are conditioned upon the fulfillment (or waiver by consummation of said transactions, including a certificate of the Company in its sole and absolute discretion) the form of each of the following events as of the Closing Date:Exhibit C hereto; (iviii) the representations Company and warranties of such Investor set forth other parties thereto shall have executed and delivered the Stock Purchase Agreement and the Registration Rights Agreement and the Company shall have delivered the Company Shares (as defined in this Agreement shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that dateStock Purchase Agreement); (iiix) such Investor each of Xxxxxx Xxxxx and Xxxxxx Srkal shall have complied with or performed all delivered a Personal Guarantee (each a "Stockholder Guarantee" and collectively the "Stockholder Guarantees") substantially in the form attached as Exhibit D hereto, the related Pledge Agreement (each a "Pledge" and collectively, the, "Pledges") substantially in the form attached as Exhibit E hereto and, in the case of Xx. Xxxxx, a Securities Account Control Agreement (the agreements"Control Agreement"), obligations and conditions set forth substantially in this Agreement that are required to be complied with or performed by such Investor on or before the First Closingform attached as Exhibit F hereto; (iiix) there SDC Prague shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is execute and deliver a guarantee (the "SDC Prague Guarantee") in effect that restrains or prohibits the consummation favor of the transactions contemplated hereby and by Purchaser substantially in the other Transaction Documentsform attached as Exhibit G hereto; (ivxi) such Investor SDC Prague shall have executed each Transaction Document to which it is execute and deliver a party and shall have delivered pledge (the same to "SDC Prague Pledge") of 10,555,738 Contract Shares (as defined in the Company (including a duly executed application TATRA Purchase Agreement) in favor of the Purchaser substantially in the form for the Series B Preferred Stock being subscribed by it at the First Closing)attached as Exhibit H hereto; (vxii) such Investor shall have paid to the Company shall execute and deliver a pledge (or into in escrow account established on behalf the "Company Pledge" and collectively with the SDC Prague Pledge, the "Czech Pledges" and, together with this Agreement, the Stockholder Guarantees, the Pledges, the Control Agreement, the Stock Purchase Agreement, the Registration Rights Agreement and the SDC Prague Guarantee, the "Transaction Documents") of one hundred percent (100%) of the Company) the subscription price for the Series B Preferred Stock being subscribed by it at the First Closing, provided that Ener1 shall be permitted to subscribe for its commitment amount outstanding capital stock of the Series B Preferred Stock in two installments so long as (i) not less than 50% of its commitment for the First Closing is funded at the First Closing, and (ii) the remaining 50% of its commitment amount for the First Closing is funded on or prior to November 1, 2009 (the Investors shall vote SDC Prague in favor of all required corporate resolutions of the Company with respect to the issuance of the Series Preferred B Stock to Ener1 at such later stage in order to fulfill this obligation); (vi) to the extent requested by the Company, such Investor shall have delivered to the Company the information necessary to register such Investor’s Series B Preferred Stock at such Investor’s account Purchaser substantially in the Norwegian Securities Depository Verdipapirsentralenform attached as Exhibit H hereto; and (viixiii) the Company transactions contemplated by the TATRA Purchase Agreement shall have received the requisite corporate resolutions and other documents necessary for it to duly and validly issue the Series B Preferred Stock hereunder, including, without limitation, the approval of the First Closing at a general meeting of the Company’s shareholders and the confirmation by the Company’s auditor that the share capital increase has been paid in fullconsummated.

Conditions to the First Closing. (a) Conditions The obligation of Purchaser hereunder to Each Investor’s Obligations at purchase the Convertible Securities and Warrants to be purchased by it on the date of the First Closing. Each Investor’s obligations Closing is subject to effect the First Closing, including, without limitation, its obligation to subscribe for Series B Preferred Stock at the First Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) satisfaction of each of the following events as of the First Closing Date, and the Company shall use commercially reasonable efforts to cause each of such conditions (including conditions to be satisfiedperformed at the First Closing), provided that these conditions are for Purchaser's sole benefit and may be waived by Purchaser (with respect to it) at any time in Purchaser's sole discretion: (i) The Company shall have executed the signature page to this Agreement and the Registration Rights Agreement and delivered the same to Purchaser. (ii) The Company shall have delivered duly executed certificates for the Preferred Stock (in such denominations as Purchaser shall request) being so purchased by Purchaser at the Closing. (iii) The Common Stock shall be listed on the Nasdaq SmallCap Market, the Nasdaq National Market System, the New York Stock Exchange or the American Stock Exchange and trading in the Common Stock shall not have been suspended by the Nasdaq SmallCap Market, the Nasdaq National Market System, the New York Stock Exchange or the American Stock Exchange, the SEC or other regulatory authority and no de-listing or suspension shall be reasonably likely for the foreseeable future. (iv) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such the date as if when made on such date; provided, however, that (x) any representation or warranty relating to a particular date shall only need to be true and correct in all material respects as of such particular date, the Closing as though made at that time and (y) if any representation or warranty is not true or correct in all material respects, (1) the Company shall have submitted a certificate to such Holder disclosing all material inaccuracies or omissions in such representation or warrantyperformed, (2) satisfied and complied with the Requisite Investors shall have deemed, in their sole covenants and absolute discretion, the representation or warranty, as so qualified agreements required by such certificate, to be acceptable, and (3) such certificate shall be deemed an amendment under this Agreement to such representation be performed or and warranty; (ii) the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by the Company on at or before prior to the First Closing;. Purchaser's counsel shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the First Closing to the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. (iiiv) there No statute, rule, regulation, executive order, decree, ruling or injunction shall be no injunctionhave been enacted, restraining order entered, promulgated or decree of any nature of endorsed by any court or Governmental Authority governmental authority of competent jurisdiction that is in effect that restrains or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) the Company shall have executed and delivered to such Investor the Transaction Documents required to be delivered by it on the First Closing; and (v) the Company shall have delivered to such Investor (x) a copy of the Company’s Articles of Association, and (y) a certificated copy of the resolutions passed by the Board of Directors authorizing all any of the transactions contemplated by the Transaction Documents to which the Company is a partythis Agreement. (b) Conditions to the Company’s Obligations at the First Closing The Company’s obligations to effect the First Closing with an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (i) the representations and warranties of such Investor set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (ii) such Investor shall have 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 such Investor on or before the First Closing; (iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) such Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company (including a duly executed application form for the Series B Preferred Stock being subscribed by it at the First Closing); (v) such Investor shall have paid to the Company (or into in escrow account established on behalf of the Company) the subscription price for the Series B Preferred Stock being subscribed by it at the First Closing, provided that Ener1 shall be permitted to subscribe for its commitment amount of the Series B Preferred Stock in two installments so long as (i) not less than 50% of its commitment for the First Closing is funded at the First Closing, and (ii) the remaining 50% of its commitment amount for the First Closing is funded on or prior to November 1, 2009 (the Investors shall vote in favor of all required corporate resolutions of the Company with respect to the issuance of the Series Preferred B Stock to Ener1 at such later stage in order to fulfill this obligation); (vi) to the extent requested by the Company, such Investor Purchaser's counsel shall have delivered to received the Company officer's certificate described in Section 3.3, dated as of the information necessary to register such Investor’s Series B Preferred Stock at such Investor’s account in the Norwegian Securities Depository Verdipapirsentralen; andFirst Closing. (vii) the Company Purchaser's counsel shall have received opinions of the requisite corporate resolutions and other documents necessary for it to duly and validly issue the Series B Preferred Stock hereunderCompany's outside legal counsel, including, without limitation, the approval dated as of the First Closing at a general meeting from firms and in form and substance reasonably acceptable to Purchaser. (viii) The Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as EXHIBIT D. (ix) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the Company’s shareholders State of Delaware and the confirmation a copy thereof certified by the Secretary of State of Delaware shall have been delivered to Purchaser. (x) The Company shall have borrowed $2,500,000 in cash from Baccarat Electronics, Inc. ("BACCARAT"), and Baccarat shall have unconditionally agreed in writing to lend to the Company’s auditor that , from time to time as requested by the share capital increase has been paid in fullCompany prior to July 1, 1999, further amounts totaling $7,500,000, on such terms and conditions as are reasonably acceptable to the Company.

Conditions to the First Closing. (a) Conditions to Each Investor’s Obligations the Investors' Obligations. The obligation of each Investor to purchase the Initial Shares and the Investor Warrants at the First Closing. Each Investor’s obligations Closing is subject to effect the First Closingsatisfaction, including, without limitation, its obligation on or prior to subscribe for Series B Preferred Stock at the First Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) of each of the following events as of the First Closing Date, and of the Company shall use commercially reasonable efforts following conditions, any of which may be waived by such Investor (as to cause each of such conditions to be satisfied:itself only): (i) the The representations and warranties of made by the Company set forth in this Agreement Section 4 hereof shall be true and correct in all material respects as of such on the date as if made on such date; provided, however, that (x) any representation or warranty relating to a particular date shall only need to be true hereof and correct in all material respects as of such particular date, and (y) if any representation or warranty is not true or correct in all material respects, (1) the Company shall have submitted a certificate to such Holder disclosing all material inaccuracies or omissions in such representation or warranty, (2) the Requisite Investors shall have deemed, in their sole and absolute discretion, the representation or warranty, as so qualified by such certificate, to be acceptable, and (3) such certificate shall be deemed an amendment under this Agreement to such representation or and warranty; (ii) the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by the Company on or before the First Closing; (iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) the Company shall have executed and delivered to such Investor the Transaction Documents required to be delivered by it on the First Closing; and (v) the Company shall have delivered to such Investor (x) a copy of the Company’s Articles of Association, and (y) a certificated copy of the resolutions passed by the Board of Directors authorizing all of the transactions contemplated by the Transaction Documents to which the Company is a party. (b) Conditions to the Company’s Obligations at the First Closing The Company’s obligations to effect the First Closing with an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (i) the representations and warranties of such Investor set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date Date (except that to the extent that any such representation or warranty relates to expressly speaks as of a particular specific date, in which case such representation or warranty shall be true and correct in all material respects as of that such date);. The Company shall have performed all obligations and covenants herein required to be performed by it on or prior to the First Closing Date. The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the First Closing Date, certifying to the fulfillment of the condition specified in this Section 6.1(a)(i). (ii) such Investor The Company shall have complied with obtained any and all consents, permits, approvals, registrations and waivers necessary or performed appropriate for the purchase and sale of the Initial Shares and the Investor Warrants and the consummation of the other transactions contemplated by the Transaction Documents to be consummated on or prior to the First Closing Date, including, without limitation, any necessary stockholder consent, all of the agreements, obligations which shall be in full force and conditions set forth in this Agreement that are required to be complied with or performed by such Investor on or before the First Closing;effect. (iii) there The Company, the Existing Investors, the Insiders, and the Officers and Directors shall have executed and delivered the Transaction Documents to which they are a party and performed all actions required to be taken by them prior to the First Closing pursuant to the Transaction Documents, and each of the Transaction Documents shall be no in full force and effect. (iv) No judgment, writ, order, injunction, restraining order award or decree of or by any nature of court, or judge, justice or magistrate, including any bankruptcy court or Governmental Authority judge, or any order of competent jurisdiction that is in effect that restrains or prohibits by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) such Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company (including a duly executed application form for the Series B Preferred Stock being subscribed by it at the First Closing);. (v) such Investor The Company shall have paid delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the First Closing Date, certifying the resolutions adopted by the Board approving the transactions contemplated by the Transaction Documents, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the Company (or into in escrow account established signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company. (vi) The Investors shall have received an opinion from Hanson, Bridgett, Marcus, Vlahos & Rudy, LLP, dated as of the subscription price First Xxxxxxx Xxxx, xn xxxxxxntxxxxx the xxxm of Appendix I. (vii) No stop order or suspension of trading shall have been imposed by Nasdaq, the OTC Bulletin Board, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. The Company shall not have received notice of the ineligibility of the Common Stock for trading on the Series B Preferred Stock being subscribed OTC Bulletin Board or that it is violation of any Nasdaq, OTC Bulletin Board or SEC rule, regulation or interpretation which could lead to such ineligibility. (viii) The Company shall have delivered (i) to its transfer agent irrevocable instructions to issue and deliver to each Investor (or in such nominee name(s) as designated by it at such Investor in writing) certificates evidencing such number of Initial Shares as set forth on the signature pages to this Agreement and (ii) duly executed Investor Warrants to the Investors. (ix) All agreements that require the Company to register any securities of the Company under the Securities Act shall have been terminated, which shall include those certain Registration Rights Agreements dated August 31, 2005, October 25, 2005 and January 10, 2007 by and among the Company and the other parties thereto. (x) Subject to the occurrence of the First Closing, provided the Board shall have been reconstituted such that Ener1 shall be permitted to subscribe for its commitment amount it is comprised of the Series B Preferred Stock in two installments so long as following members: Rawleigh Ralls, Oliver Janssen, Greg Koonsman, John Powers, Micxxxx Xxxxxx, Xxith Xxxxxxxx xxx Stexx Xxxxxxx. (ixx) not less than 50% Xxxxxct to xxx xxxxxxxnce of its commitment for the First Closing is funded at the First Closing, and (ii) the remaining 50% of its commitment amount for Board shall have adopted resolutions to set the First Closing is funded on or prior to November 1, 2009 (the Investors shall vote in favor of all required corporate resolutions size of the Company with respect to the issuance of the Series Preferred B Stock to Ener1 Board at such later stage seven, which resolutions shall remain in order to fulfill this obligation); (vi) to the extent requested by the Company, such Investor shall have delivered to the Company the information necessary to register such Investor’s Series B Preferred Stock at such Investor’s account in the Norwegian Securities Depository Verdipapirsentralen; and (vii) the Company shall have received the requisite corporate resolutions full force and other documents necessary for it to duly and validly issue the Series B Preferred Stock hereunder, including, without limitation, the approval of the First Closing at a general meeting of the Company’s shareholders and the confirmation by the Company’s auditor that the share capital increase has been paid in fulleffect.

Conditions to the First Closing. (a) Conditions to Each Investor’s Obligations the Investors' Obligations. The obligation of each Investor to purchase the Initial Shares at the First Closing. Each Investor’s obligations Closing is subject to effect the First Closingsatisfaction, including, without limitation, its obligation on or prior to subscribe for Series B Preferred Stock at the First Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) of each of the following events as of the First Closing Date, and of the Company shall use commercially reasonable efforts following conditions, any of which may be waived by such Investor (as to cause each of such conditions to be satisfied:itself only): (i) the The representations and warranties of made by the Company set forth in this Agreement Section 4 hereof shall be true and correct in all material respects as of such on the date as if made on such date; provided, however, that (x) any representation or warranty relating to a particular date shall only need to be true hereof and correct in all material respects as of such particular date, and (y) if any representation or warranty is not true or correct in all material respects, (1) the Company shall have submitted a certificate to such Holder disclosing all material inaccuracies or omissions in such representation or warranty, (2) the Requisite Investors shall have deemed, in their sole and absolute discretion, the representation or warranty, as so qualified by such certificate, to be acceptable, and (3) such certificate shall be deemed an amendment under this Agreement to such representation or and warranty; (ii) the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by the Company on or before the First Closing; (iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) the Company shall have executed and delivered to such Investor the Transaction Documents required to be delivered by it on the First Closing; and (v) the Company shall have delivered to such Investor (x) a copy of the Company’s Articles of Association, and (y) a certificated copy of the resolutions passed by the Board of Directors authorizing all of the transactions contemplated by the Transaction Documents to which the Company is a party. (b) Conditions to the Company’s Obligations at the First Closing The Company’s obligations to effect the First Closing with an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (i) the representations and warranties of such Investor set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date Date (except that to the extent that any such representation or warranty relates to expressly speaks as of a particular specific date, in which case such representation or warranty shall be true and correct in all material respects as of that such date);. The Company shall have performed all obligations and covenants herein required to be performed by it on or prior to the First Closing Date. The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the First Closing Date, certifying to the fulfillment of the condition specified in this Section 6.1(a)(i). (ii) such Investor The Company shall have complied with obtained any and all consents, permits, approvals, registrations and waivers necessary or performed all appropriate for the purchase and sale of the agreements, obligations Initial Shares and conditions set forth in this Agreement that are required to be complied with or performed by such Investor on or before the First Closing; (iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby by this Agreement. (iii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the other Transaction Documents;consummation of the transactions contemplated by this Agreement. (iv) such Investor shall have executed each Transaction Document to which it is a party and The Company shall have delivered a certificate, executed on behalf of the same Company by its Secretary, dated as of the First Closing Date, certifying the resolutions adopted by the Board approving the transactions contemplated by this Agreement, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the Company (including a duly executed application form for the Series B Preferred Stock being subscribed by it at the First Closing); (v) such Investor shall have paid to the Company (or into in escrow account established signatures and authority of Persons signing this Agreement and related documents on behalf of the Company. (v) the subscription price for the Series B Preferred Stock being subscribed by it at the First ClosingThe Investors shall have received an opinion from Hanson Bridgett LLP, provided that Ener1 shall be permitted to subscribe for its commitment amount dated as of the Series B Preferred Stock in two installments so long as (i) not less than 50% of its commitment for the First Closing is funded at the First ClosingDate, and (ii) the remaining 50% of its commitment amount for the First Closing is funded on or prior to November 1, 2009 (the Investors shall vote in favor of all required corporate resolutions of the Company with respect to the issuance of the Series Preferred B Stock to Ener1 at such later stage in order to fulfill this obligation);substanxxxxxx xxx xxxx attached hereto as Exhibit A. (vi) No stop order or suspension of trading shall have been imposed by Nasdaq, the OTC Bulletin Board, the SEC or any other governmental or regulatory body with respect to public trading in the extent requested by Common Stock. The Company shall not have received notice of the Companyineligibility of the Common Stock for trading on the OTC Bulletin Board or that it is violation of any Nasdaq, OTC Bulletin Board or SEC rule, regulation or interpretation which could lead to such Investor ineligibility. (vii) The Company shall have delivered to its transfer agent irrevocable instructions to issue and deliver to each Investor (or in such nominee name(s) as designated by such Investor in writing) certificates evidencing such number of Initial Shares as set forth on the Company the information necessary signature pages to register such Investor’s Series B Preferred Stock at such Investor’s account in the Norwegian Securities Depository Verdipapirsentralen; and (vii) the Company shall have received the requisite corporate resolutions and other documents necessary for it to duly and validly issue the Series B Preferred Stock hereunder, including, without limitation, the approval of the First Closing at a general meeting of the Company’s shareholders and the confirmation by the Company’s auditor that the share capital increase has been paid in fullthis Agreement.

Conditions to the First Closing. (a) a. Conditions to Each Investor’s Obligations the Company's Obligation to Sell the Series E Preferred Shares. The obligation of the Company hereunder to issue and sell the Series E Preferred Shares and the Warrants to be issued in connection therewith to each Buyer at the First Closing. Each Investor’s obligations Closing is subject to effect the First Closingsatisfaction, including, without limitation, its obligation to subscribe for Series B Preferred Stock at or before the First Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) Closing Date of each of the following events as of conditions thereto, provided that these conditions are for the First Closing Date, Company's sole benefit and may be waived by the Company shall use commercially reasonable efforts to cause each of such conditions to be satisfiedat any time in its sole discretion: (i) The applicable Buyer shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and delivered the same to the Company and the Escrow Agent. (ii) The applicable Buyer shall have delivered the Series E Purchase Price to the Escrow Agent in accordance with Section l(c) above, and an aggregate Purchase Price of at least $7,500,000 shall have been received by the Escrow Agent. (iii) The Certificate of Designations shall have been accepted for filing with the Secretary of State of the State of New York. (iv) The representations and warranties of the Company set forth in this Agreement applicable Buyer shall be true and correct in all material respects as of such the date when made and as if of the date of the First Closing as though made on at that time (except for representations and warranties that speak as of a specific date which representations and warranties shall be correct as of such date; provided), howeverand the applicable Buyer shall have performed, that (x) any representation or warranty relating to a particular date shall only need to be true satisfied and correct complied in all material respects as of such particular datewith the covenants, agreements and (y) if any representation or warranty is not true or correct in all material respects, (1) the Company shall have submitted a certificate to such Holder disclosing all material inaccuracies or omissions in such representation or warranty, (2) the Requisite Investors shall have deemed, in their sole and absolute discretion, the representation or warranty, as so qualified conditions required by such certificate, to be acceptable, and (3) such certificate shall be deemed an amendment under this Agreement to such representation be performed, satisfied or and warranty; (ii) the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by the Company on applicable Buyer at or before prior to the date of the First Closing;. (iiiv) there No statute, rule, regulation, executive order, decree, ruling or injunction shall be no injunctionhave been enacted, restraining order entered, promulgated or decree of any nature of endorsed by or in any court or Governmental Authority governmental authority of competent jurisdiction that is in effect that restrains or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) the Company shall have executed and delivered to such Investor the Transaction Documents required to be delivered by it on the First Closing; and (v) the Company shall have delivered to such Investor (x) a copy of the Company’s Articles of Association, and (y) a certificated copy of the resolutions passed by the Board of Directors authorizing all any of the transactions contemplated by the Transaction Documents to which the Company is a partythis Agreement. (b) Conditions to the Company’s Obligations at the First Closing The Company’s obligations to effect the First Closing with an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (i) the representations and warranties of such Investor set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (ii) such Investor shall have 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 such Investor on or before the First Closing; (iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) such Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company (including a duly executed application form for the Series B Preferred Stock being subscribed by it at the First Closing); (v) such Investor shall have paid to the Company (or into in escrow account established on behalf of the Company) the subscription price for the Series B Preferred Stock being subscribed by it at the First Closing, provided that Ener1 shall be permitted to subscribe for its commitment amount of the Series B Preferred Stock in two installments so long as (i) not less than 50% of its commitment for the First Closing is funded at the First Closing, and (ii) the remaining 50% of its commitment amount for the First Closing is funded on or prior to November 1, 2009 (the Investors shall vote in favor of all required corporate resolutions of the Company with respect to the issuance of the Series Preferred B Stock to Ener1 at such later stage in order to fulfill this obligation); (vi) to the extent requested by the Company, such Investor shall have delivered to the Company the information necessary to register such Investor’s Series B Preferred Stock at such Investor’s account in the Norwegian Securities Depository Verdipapirsentralen; and (vii) the Company shall have received the requisite corporate resolutions and other documents necessary for it to duly and validly issue the Series B Preferred Stock hereunder, including, without limitation, the approval of the First Closing at a general meeting of the Company’s shareholders and the confirmation by the Company’s auditor that the share capital increase has been paid in full.

Conditions to the First Closing. (a) Conditions to Each Investor’s Obligations the Investors' Obligations. The obligation of each Investor to purchase the Initial Shares at the First Closing. Each Investor’s obligations Closing is subject to effect the First Closingsatisfaction, including, without limitation, its obligation on or prior to subscribe for Series B Preferred Stock at the First Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) of each of the following events as of the First Closing Date, and of the Company shall use commercially reasonable efforts following conditions, any of which may be waived by such Investor (as to cause each of such conditions to be satisfied:itself only): (i) the The representations and warranties of made by the Company set forth in this Agreement Section 4 hereof shall be true and correct in all material respects as of such on the date as if made on such date; provided, however, that (x) any representation or warranty relating to a particular date shall only need to be true hereof and correct in all material respects as of such particular date, and (y) if any representation or warranty is not true or correct in all material respects, (1) the Company shall have submitted a certificate to such Holder disclosing all material inaccuracies or omissions in such representation or warranty, (2) the Requisite Investors shall have deemed, in their sole and absolute discretion, the representation or warranty, as so qualified by such certificate, to be acceptable, and (3) such certificate shall be deemed an amendment under this Agreement to such representation or and warranty; (ii) the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by the Company on or before the First Closing; (iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (iv) the Company shall have executed and delivered to such Investor the Transaction Documents required to be delivered by it on the First Closing; and (v) the Company shall have delivered to such Investor (x) a copy of the Company’s Articles of Association, and (y) a certificated copy of the resolutions passed by the Board of Directors authorizing all of the transactions contemplated by the Transaction Documents to which the Company is a party. (b) Conditions to the Company’s Obligations at the First Closing The Company’s obligations to effect the First Closing with an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (i) the representations and warranties of such Investor set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date Date (except that to the extent that any such representation or warranty relates to expressly speaks as of a particular specific date, in which case such representation or warranty shall be true and correct in all material respects as of that such date);. The Company shall have performed all obligations and covenants herein required to be performed by it on or prior to the First Closing Date. The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the First Closing Date, certifying to the fulfillment of the condition specified in this Section 6.1(a)(i). (ii) such Investor The Company shall have complied with obtained any and all consents, permits, approvals, registrations and waivers necessary or performed all appropriate for the purchase and sale of the agreements, obligations Initial Shares and conditions set forth in this Agreement that are required to be complied with or performed by such Investor on or before the First Closing; (iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby by this Agreement. (iii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the other Transaction Documents;consummation of the transactions contemplated by this Agreement. (iv) such Investor shall have executed each Transaction Document to which it is a party and The Company shall have delivered a certificate, executed on behalf of the same Company by its Secretary, dated as of the First Closing Date, certifying the resolutions adopted by the Board approving the transactions contemplated by this Agreement, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the Company (including a duly executed application form for the Series B Preferred Stock being subscribed by it at the First Closing); (v) such Investor shall have paid to the Company (or into in escrow account established signatures and authority of Persons signing this Agreement and related documents on behalf of the Company. (v) the subscription price for the Series B Preferred Stock being subscribed by it at The Investors shall have received an opinion from Hanson, Bridgett, Marcus, Vlahos & Rudy, LLP, dated as of the First ClosingXxxxxxx Xxxx, provided that Ener1 shall be permitted to subscribe for its commitment amount of xn substantxxxxx the Series B Preferred Stock in two installments so long xxxm attached hereto as (i) not less than 50% of its commitment for the First Closing is funded at the First Closing, and (ii) the remaining 50% of its commitment amount for the First Closing is funded on or prior to November 1, 2009 (the Investors shall vote in favor of all required corporate resolutions of the Company with respect to the issuance of the Series Preferred B Stock to Ener1 at such later stage in order to fulfill this obligation);Exhibit A. (vi) No stop order or suspension of trading shall have been imposed by Nasdaq, the OTC Bulletin Board, the SEC or any other governmental or regulatory body with respect to public trading in the extent requested by Common Stock. The Company shall not have received notice of the Companyineligibility of the Common Stock for trading on the OTC Bulletin Board or that it is violation of any Nasdaq, OTC Bulletin Board or SEC rule, regulation or interpretation which could lead to such Investor ineligibility. (vii) The Company shall have delivered to its transfer agent irrevocable instructions to issue and deliver to each Investor (or in such nominee name(s) as designated by such Investor in writing) certificates evidencing such number of Initial Shares as set forth on the Company the information necessary signature pages to register such Investor’s Series B Preferred Stock at such Investor’s account in the Norwegian Securities Depository Verdipapirsentralen; and (vii) the Company shall have received the requisite corporate resolutions and other documents necessary for it to duly and validly issue the Series B Preferred Stock hereunder, including, without limitation, the approval of the First Closing at a general meeting of the Company’s shareholders and the confirmation by the Company’s auditor that the share capital increase has been paid in fullthis Agreement.