EXHIBIT B TO THE SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus • Florida
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2004, by and between ENER1, INC., a Florida corporation (the “Company”), and DELPHI AUTOMOTIVE SYSTEMS LLC, a Delaware limited liability company (“Investor”).
WARRANT TO PURCHASE COMMON STOCK OF ENER1, INC.Warrant Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus
THIS CERTIFIES that DELPHI AUTOMOTIVE SYSTEMS, LLC, a Delaware limited liability company, or any subsequent holder hereof (the “Holder”), has the right to purchase from ENER1, INC., a Florida corporation (the “Company”), up to seven million (7,000,000) fully paid and non-assessable 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 beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., Eastern Time, on the date that is the seventh (7th) anniversary of the Issue Date (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of October 20, 2004 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus • Florida
This Subscription Agreement (this “Agreement”), dated effective as of October 15, 2004, by and between Ener1, Inc., a Florida corporation (together with its successors and permitted assigns, the “Issuer”), and the undersigned investor (together with its successors and permitted assigns, the “Investor”).
ASSIGNMENTIp Transfer Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus
WHEREAS, one or more of ENER1 BATTERY COMPANY (formerly ENER1 USA) and ENER1 GROUP, INC., Ener1 Battery being a wholly owned subsidiary of ENER1, INC., and Ener1 Group being the majority shareholder of Ener1, Inc., all organized under the laws of the State of Florida (hereinafter referred to as “ASSIGNOR”), is the owner of certain inventions or improvements described below (the “Intellectual Property”):
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus • Florida
THIS AGREEMENT is made effective as of the 1st day of December, 2004 by and between Ener1, Inc., a Florida corporation with its offices at 500 West Cypress Creek Road, Suite 100, Fort Lauderdale, Florida 33309 (the “Corporation”), and Pankaj Dhingra, with a residence at 3819 Columbia Drive, Bloomfield Hills, Michigan 48302 (the “Executive”).
ENGINEERING SERVICES AGREEMENTEngineering Services Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus • Michigan
THIS ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made effective October 20, 2004 (the “Effective Date”) by and between EnerDel, Inc., a corporation organized and existing under the laws of Delaware (“EnerDel”) and Delphi Automotive Systems LLC, a corporation organized and existing under laws of the State of Delaware (“Delphi”). EnerDel and Delphi are collectively referred in this Agreement as the “Parties” and individually as a “Party”.
BILL OF SALEBill of Sale • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus
THIS BILL OF SALE (“Bill of Sale”) is executed as of October 20, 2004, by DELPHI AUTOMOTIVE SYSTEMS LLC, a Delaware limited liability company (“Delphi”) in favor of EnerDel, Inc., a Delaware Corporation (“EnerDel”) in favor of transactions contemplated by the Formation, Subscription and Shareholders’ Agreement of EnerDel, Inc. dated as of October 20, 2004 (the “Agreement”) by and among Delphi, Ener1 Inc. and EnerDel.
ASSIGNMENT/ASSUMPTION OF LICENSE AGREEMENTAssignment/Assumption of License Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus
THIS ASSIGNMENT/ASSUMPTION OF LICENSE AGREEMENT (the “Agreement”) is made this 20th day of October, 2004 among Ener1 Inc., a Florida corporation, Ener1 Battery Company, a Florida corporation (hereinafter collectively referred to as “ASSIGNOR”), and EnerDel, Inc., a Delaware corporation.
ENER1 SERVICES AGREEMENTServices Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus • Florida
THIS ENER1 SERVICES AGREEMENT (the “Agreement”) is made effective October 20, 2004 (the “Effective Date”) by and between EnerDel, Inc., a corporation organized and existing under the laws of Delaware (“Customer”) and Ener1, Inc., a corporation organized and existing under laws of the State of Florida (“Provider”). Customer and Provider are collectively referred in this Agreement as the “Parties” and individually as a “Party”.
LICENSE AGREEMENTLicense Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is dated effective as of October 20, 2004 by and between Ener1, Inc. hereinafter called “LICENSEE”, a corporation of the State of Florida,
LEASE AGREEMENTLease Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus • Florida
THIS LEASE AGREEMENT, made effective and entered into on this 20th day of October, 2004 between ENER1 BATTERY COMPANY, a Florida corporation, having an office at 500 Cypress Creek Road, Suite 100, Fort Lauderdale, Florida 33309, (hereinafter referred to as “Landlord”) and EnerDel, Inc. a Delaware corporation, having an office at 500 West Cypress Creek Road, Suite 100, Fort Lauderdale, Florida 33309 (hereinafter referred to as “Tenant”).
LICENSE AGREEMENTLicense Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus • Delaware
THIS LICENSE AGREEMENT (this "Agreement") is by and between Delphi Technologies, Inc. hereinafter called "LICENSEE", a corporation of the State of Delaware,
SUBLEASE AGREEMENTSublease Agreement • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus
THIS SUBLEASE AGREEMENT (“Sublease”) dated as of October 20, 2004, is entered into by and between DELPHI AUTOMOTIVE SYSTEMS LLC, a Delaware limited liability company (“Sublandlord”) and EnerDel, Inc., a Delaware corporation (“Subtenant”)
OPTION TO PURCHASE EQUIPMENTOption to Purchase Equipment • April 15th, 2005 • Ener1 Inc • Telephone & telegraph apparatus • Florida
WHEREAS, EnerDel and Ener1, Inc., Ener1 Battery’s parent company, have entered into a Formation, Subscription and Stockholders’ Agreement dated October 20, 2004 (the “Subscription Agreement”) wherein Ener1 subscribed to purchase eighty million five hundred thousand (80,500,000) shares of EnerDel’s $0.01 common stock in exchange for fifteen million dollars ($15,000,000.00) and other capital contributions.
