0001026608-07-000222 Sample Contracts

ELECTRO ENERGY, INC. NOTE SALE AND PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
Note Sale and Preferred Stock and Warrant Purchase Agreement • December 13th, 2007 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware

WHEREAS, each of the Noteholders owns the respective principal amount of EEI’s 8.5% Senior Secured Convertible Notes due 2010 (the “EEI Senior Notes”) set forth opposite its name on Schedule A hereto (such EEI Senior Notes having been acquired pursuant to that certain Note and Warrant Purchase Agreement, dated as of March 31, 2006 (the “Purchase Agreement”), by and among EEI and the Noteholders) (capitalized terms used herein without definition have the meanings ascribed thereto in the Purchase Agreement);

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DEBENTURE AND WARRANT PURCHASE AGREEMENT Dated as of December 7, 2007 by and between ELECTRO ENERGY, INC. and THE QUERCUS TRUST
Debenture and Warrant Purchase Agreement • December 13th, 2007 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware

This DEBENTURE AND WARRANT PURCHASE AGREEMENT, dated as of December 7, 2007 (this “Agreement”), by and between Electro Energy, Inc., a Florida corporation (the “Company”), and The Quercus Trust, a California trust (the “Purchaser”).

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