SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 4)

Ener1, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

29267A203

(CUSIP Number)

Anthony Castano

Ener1 Group, Inc.

1540 Broadway, Suite 25C

New York, New York  10036

(212) 920-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 3, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*     The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 29267A203
(1) Names of reporting person:   Boris Zingarevich
(2) Check the appropriate box if a member of a group (see instructions) (a) [ x ] (b) [    ]
(3) SEC use only
(4) Source of funds (see instructions):
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):  [   ]
(6) Citizenship or place of organization:                                                                Russia
Number of Shares Beneficially Owned by each reporting person with:	(7) Sole Voting Power:  -0-
	(8)Shared Voting Power: 93,755,710(1)(2)
	(9)Sole Dispositive Power:  -0-
	(10)Shared Dispositive Power: 93,755,710(1)(2)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 93,755,710(1)(2)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
(13) Percent of Class Represented by Amount in Row (11):  55.1%(3)
(14) Type of Reporting Person: IN

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CUSIP No. 29267A203
(1) Names of reporting person:  Ener1 Group, Inc.
(2) Check the appropriate box if a member of a group (see instructions) (a) [ x ] (b) [    ]
(3) SEC use only
(4) Source of funds (see instructions):
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):  [   ]
(6) Citizenship or place of organization:                                                                Florida
Number of Shares Beneficially Owned by each reporting person with:	(7) Sole Voting Power:  -0-
	(8)Shared Voting Power: 77,822,152(1)
	(9)Sole Dispositive Power:  -0-
	(10)Shared Dispositive Power: 77,822,152(1)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 77,822,152(1)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
(13) Percent of Class Represented by Amount in Row (11):  47.6%(3)
(14) Type of Reporting Person: CO

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CUSIP No. 29267A203
(1) Names of reporting person:  Bzinfin S.A.
(2) Check the appropriate box if a member of a group (see instructions) (a) [ x ] (b) [    ]
(3) SEC use only
(4) Source of funds (see instructions):  OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):  [   ]
(6) Citizenship or place of organization:                                                                British Virgin Islands
Number of Shares Beneficially Owned by each reporting person with:	(7) Sole Voting Power:  -0-
	(8)Shared Voting Power: 93,755,710(2)
	(9)Sole Dispositive Power:  -0-
	(10)Shared Dispositive Power: 93,755,710(2)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 93,755,710(2)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
(13) Percent of Class Represented by Amount in Row (11):  55.1%(3)
(14) Type of Reporting Person: CO

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This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is filed by (i) Boris Zingarevich (“BZ”), (ii)  Ener1 Group, Inc. (“Ener1 Group”) and (iii) Bzinfin S.A. (“Bzinfin” and together with BZ and Ener1 Group, the “Reporting Persons”) with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Ener1, Inc., a Florida corporation (the “Company”).  This Amendment No. 4 amends and supplements Amendment No. 1 to Schedule 13D dated January 3, 2002 filed by the Reporting Persons (which amended and superseded in its entirety the Schedule 13D dated January 3, 2002 filed by the Reporting Persons), as amended by Amendment No. 2 to Schedule 13D dated March 15, 2002 filed by the Reporting Persons and as amended by Amendment No. 3 to Schedule 13D dated September 6, 2002 filed by the Reporting Persons (as amended, the “Statement”).  From and after the date hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended by this Amendment No. 4.  All capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Statement.

The Reporting Persons have entered into a Joint Filing Agreement, dated June 18, 2010, a copy of which has been filed as Exhibit 99.1 to the Statement, and which is incorporated herein by reference.

Items 3, 4, 5, 6 and 7 of the Statement are hereby amended to the extent hereinafter expressly set forth.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Statement is hereby amended to add the following information:

On August 3, 2010, Bzinfin converted all of the $18,355,868 of indebtedness then outstanding under that certain Amended and Restated Convertible Line of Credit dated August 2009 (the “LOC”) between the Company, as borrower, and Bzinfin, as lender, into 5,398,785 shares of Common Stock at a conversion price of $3.40 per share and warrants to purchase up to 2,321,478 shares of Common Stock (of which 863,806 warrants have an exercise price of $3.40 per share and 1,457,672 warrants have an exercise price of $4.25 per share; all such warrants are immediately exercisable for a period of five years and are hereinafter referred to as the “Conversion Warrants”). In connection with such conversion, the parties modified the LOC’s original terms of conversion which provided for converting approximately half of the indebtedness at $5.00 per share and the remaining portion of the indebtedness at $6.00 per share and without any warrants.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Statement is hereby amended to add the following information:

Bzinfin acquired the securities of the Company reported in Item 3 hereof for general investment purposes.

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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Statement is hereby amended and restated in its entirety as to paragraphs (a) through (c) thereof:

(a)           (1)           BZ

Number of shares:  93,755,710(1)(2)

Percentage of shares:  55.1%(3)

(2)           Ener1 Group

Number of shares:  77,822,152(1)

Percentage of shares:  47.6%(3)

(3)           Bzinfin

Number of shares:  93,755,710(2)

Percentage of shares:  55.1%(3)

(b)           (1)           BZ

Sole power to vote or direct the vote:  -0-

Shared power to vote or direct the vote:  93,755,710(1)(2)

Sole power to dispose or to direct the disposition:  -0-

Shared power to dispose or direct the disposition:  93,755,710(1)(2)

(2)           Ener1 Group

Sole power to vote or direct the vote:  -0-

Shared power to vote or direct the vote:  77,822,152(1)

Sole power to dispose or to direct the disposition:  -0-

Shared power to dispose or direct the disposition:  77,822,152(1)

(3)           Bzinfin

Sole power to vote or direct the vote:  -0-

Shared power to vote or direct the vote:  93,755,710(2)

Sole power to dispose or to direct the disposition:  -0-

Shared power to dispose or direct the disposition:  93,755,710(2)

(c) On June 24, 2010, Ener1 Group delivered 264,551 shares of Common Stock to a third party purchaser to complete the sale of such shares under a share purchase agreement dated March 22, 2007 by and between them (as filed as Exhibit 99.31 to the Statement). Other than as reported in this Item 5(c) and in Item 3 hereof, none of the Reporting Persons has engaged in any transactions in the shares of Common Stock since filing Amendment No. 3 to the Statement on June 18, 2010.

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ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Statement is hereby amended to add the following information:

On August 3, 2010, the Company issued to Bzinfin the Conversion Warrants as described in Item 3 hereof. Such description of the Conversion Warrants is qualified in its entirety by reference to the text of the Conversion Warrants filed herewith as Exhibits 99.45 and 99.46 and incorporated herein by reference.

The warrants issued by the Company to Ener1 Group dated June 8, 2010 to purchase up to (i) 3,000,000 shares of Common Stock at an exercise price of $3.48 per share and (ii) 5,000,000 shares of Common Stock at an exercise price of $4.40 per share as reported in Amendment No. 3 to the Statement have been amended to provide that such warrants are not exercisable until their issuance has been approved by the Company’s shareholders in accordance with The Nasdaq Stock Market, Inc.’s shareholder approval requirements and, if so approved, they will be exercisable f or a subsequent period of five years. These warrants were initially exercisable beginning December 8, 2010 and thereafter for a period of five years.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Statement is hereby amended to add the following information:

Exhibit 99.44 Conversion Agreement dated as August 3, 2010 by and between the Company and Bzinfin.*

Exhibit 99.45 Warrant issued by the Company to Bzinfin dated August 3, 2010, exercisable for 863,806 shares of Common Stock at an exercise price of $3.40 per share.*

Exhibit 99.46 Warrant issued by the Company to Bzinfin dated August 3, 2010, exercisable for 1,457,672 shares of Common Stock at an exercise price of $4.25 per share.*

* Filed herewith.

_________________________

Footnotes:

(1) Ener1 Group’s ownership consists of: (i) 64,833,019 shares of Common Stock and (ii) 12,989,133 shares of Common stock underlying presently exercisable derivative securities issued by the Company to Ener1 Group.

(2) Bzinfin’s ownership consists of: (i) 9,212,495 shares of Common Stock and (ii) 6,721,063 shares of Common Stock underlying presently exercisable derivative securities issued by the Company to Bzinfin.  In addition to such foregoing shares of Common Stock, Bzinfin may be deemed to beneficially own the 77,822,152 shares of Common Stock owned by Ener1 Group as reported in above Footnote 1 by reason of owning and controlling Ener1 Group.   As reported in the Statement, Bzinfin has the right to purchase from Ener1 Group up to 77,198,421 of such 77,822,152 shares of Common Stock, as the 77,198,421 shares underlie presently exercisable derivative securities issued by Ener1 Group to Bzinfin. However, in order to avoid duplicity, these 77,198,421 shares of Common Stock are not included within Bzinfin’s ownership stated in the first sentence of this Footnote 2.

(3) Based on 150,414,123 outstanding shares of Common Stock as of August 7, 2010.  The beneficial ownership percentages were calculated on an “as-exercised” and “as-converted” basis for derivative securities that are presently exercisable or exercisable within 60 days of the date hereof in accordance with Rule 13d-3(d)(1) of the Exchange Act.

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SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

BORIS ZINGAREVICH
/s/ Boris Zingarevich	August 10, 2010
Boris Zingarevich	Date
ENER1 GROUP, INC.
/s/ Anthony Castano	August 10, 2010
Anthony Castano	Date
Chief Financial Officer
BZINFIN S.A.
/s/ Patrick T. Bittel	August 10, 2010
Patrick T. Bittel, Attorney-in-Fact	Date

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EX-99.44

EXHIBIT 99.44

CONVERSION AGREEMENT

This CONVERSION AGREEMENT (this “Agreement”), dated as of August 3, 2010 (the “Effective Date”), is by and between ENER1, INC., a Florida corporation (the “Company”), and BZINFIN, S.A., a British Virgin Islands company (the “Lender”).

A.           The Company and the Lender are parties to an Amended and Restated Line of Credit Agreement, dated as of August 26, 2009 (the “LOC Agreement”), pursuant to which the Lender has advanced funds to the Company. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the LOC Agreement.

B.           Subject to the terms and conditions contained in this Agreement, and as otherwise provided in the LOC Agreement, the Lender wishes to convert all amounts due and payable by the Company under the LOC Agreement, totaling $18,355,868 (the “Repayment Amount”), into common stock of the Company, par value $.01 per share (the “Common Stock”).

In consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Lender hereby agree as follows:

1.CONVERSION; WARRANTS.

1.1Conversion of Repayment Amount; Warrants.  On the terms and subject to the conditions set forth herein, the Lender agrees to convert the entire Repayment Amount into shares of Common Stock (the “Conversion”) on a date that occurs within five (5) Business Days (as such term is defined in the LOC Agreement) of the Effective Date (the “Conversion Date”). On the Conversion Date, the Lender shall receive from the Company a number of shares of Common Stock (the “Conversion Shares”) equal to the Repayment Amount divided by the Conversion Price (as defined below). On the Conversion Date, the Company shall deliver to the Lender one or more certificates representing the Conversion Shares in such name or names as the Lender shall request in writing. Upon completion of the Conversion, the LOC Agreement shall be deemed terminated and of no further force or effect, and neither party shall have any further liability or obligation thereunder.

1.2Conversion Price. The conversion price stated in the LOC Agreement is hereby amended to read, wherever it appears in the LOC Agreement, $3.40 per share (the “Conversion Price”).

1.3Issuance of Warrants.  In consideration of the agreement by the Lender to effect the Conversion, the Company will issue to the Lender, on the Conversion Date and subject to the completion of the Conversion, (A) warrants, substantially in the form of Exhibit A hereto (the “Class A Warrants”), entitling the holder thereof to purchase up to 863,806 shares of Common Stock at an exercise price of $3.40 (subject to adjustment as set forth in the Class A Warrants) and (B) warrants, substantially in the form of Exhibit B hereto (the “Cl ass B Warrants” and, together with the Class A Warrants, the “Warrants”), entitling the holder thereof to purchase up to 1,457,672 shares of Common Stock at an exercise price of $4.25 (subject to adjustment as set forth in the Class A Warrants).  The shares of Common Stock issuable under the Warrants are referred to herein as the “Warrant Shares” and, collectively with the Conversion Shares and the Warrants, are referred to herein as the “Securities”.

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2.REPRESENTATIONS AND WARRANTIES OF THE LENDER.

The Lender hereby represents and warrants to the Company that, as of the Effective Date and the Conversion Date:

2.1Authorization; Enforceability.  The Lender is duly and validly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate power and authority to execute and deliver this Agreement and to acquire the Securities as contemplated hereby.  This Agreement constitutes the Lender’s valid and legally binding obligation, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) general principles of equity.

2.2Accredited Investor.  The Lender (i) is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) is acquiring the Securities solely for the Lender’s own account and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are registered under, or exempt from the registration requirements of, the Securities Act and/or sales registered under the Securities Act.

2.3Information.  The Company has, prior to the Effective Date, provided the Lender with information regarding the business, operations and financial condition of the Companyand has, prior to the Effective Date, granted to the Lender the opportunity to ask questions of and receive answers from representatives of the Company, its officers, directors, employees and agents concerning the Company in order for the Lender to make an informed decision with respect to its investment in the Securities.

2.4Limitations on Disposition.  The Lender acknowledges that the Securities have not been and are not being registered under the Securities Act and may not be transferred or resold without registration under the Securities Act or unless pursuant to an exemption therefrom and will bear at issuance a restrictive legend to such effect.

2.5Reliance on Exemptions.  The Lender understands that the Securities are being issued to it in reliance upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations and warranties of the Lender set forth in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Securities.

2.6No Conflicts.  The Lender’s execution and performance of this Agreement do not conflict in any material respect with any material agreement to which the Lender is a party or is bound thereby, any material court order or judgment applicable to the Lender or the constituent documents of the Lender.

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3.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company hereby represents and warrants to the Lender and agrees with the Lender that, as of the Effective Date and the Conversion Date:

     3.1        Organization, Good Standing and Qualification.  The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to carry on its business as now conducted.

3.2        Authorization; Consents.  The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Warrants. All corporate action on the part of the Company by its officers, directors and shareholders necessary for the authorization, execution and delivery of, and the performance by the Company of its obligations under, this Agreement has been taken, and no further consent or authorization of the Company, its Board of Directors, shareholders, any governmental authority or organization, or any other person or entity is required.

     3.3        Enforceability.  This Agreement has been duly executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) general principles of equity.

3.4        Due Authorization; Valid Issuance.  The Conversion Shares are duly authorized and, when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of any claims, liens, obligations or encumbrances of any nature whatsoever other than resale restrictions as may arise under applicable United States federal and state securities laws. The Warrants are duly authorized and, when issued and delivered in accordance with the terms hereof, will be validly issued, free and clear of any claims, liens, obligations or encumbrances of any nature whatsoever other than resale restrictions as may arise under applicable United States federal and state securities laws. The Warrant Shares, when issued and delivered in accordance with the terms of the Warrants, will be va lidly issued, fully paid and nonassessable, free and clear of any claims, liens, obligations or encumbrances of any nature whatsoever other than resale restrictions as may arise under applicable United States federal and state securities laws.

3.5        No Conflicts.   The Company’s execution and performance of this Agreement do not conflict in any material respect with any material agreement to which the Company or any of its subsidiaries is a party or any of them is bound thereby, any material court order or judgment applicable to the Company or the constituent documents of the Company.

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4.LIMITATIONS ON DISPOSITION.  The Lender shall not sell, transfer, assign or dispose of any Securities unless:

(a)           there is then in effect an effective registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(b)           the Lender has notified the Company in writing of any such sale, transfer, assignment or disposition, and furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such sale, transfer, assignment or disposition will not require registration of such Securities under the Securities Act; provided, however, that no such opinion of counsel will be required (A) if such sale, transfer, assignment or disposition is made to an Affiliate (as such term is defined under the Securities Act) of the Lender, (B) if such sale, transfer, assignment or disposition is made pursuant to Rule 144 under the Securities Act (“Rule 144”) and the Lender provides the Company with evidence reasonably satisfactory to the Company that the proposed transaction satisfies the requirements of Rule 144 or any successor provision, (C) such Securities are eligible for resale under Rule 144 or any successor provision without regard to any limitation on the number of such Securities that may be sold or (D) in connection with a bona fide pledge or hypothecation of any Securities under a loan arrangement with a broker-dealer or other financial institution.

5.MISCELLANEOUS.

5.1Survival; Severability.  The representations, warranties, covenants and indemnities made by the parties herein shall survive the Conversion notwithstanding any due diligence investigation made by or on behalf of the party seeking to rely thereon. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable or void, as lo ng as such new provision does not materially change the economic benefits of this Agreement to the parties.

5.2Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors, heirs and permitted assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. No party may assign its rights or obligations under this Agreement.

5.3Injunctive Relief.  Each party acknowledges and agrees that a breach by such party of such party’s obligations hereunder will cause irreparable harm to the other parties and that the remedy or remedies at law for any such breach will be inadequate and agrees, in the event of any such breach, in addition to all other available remedies, such other parties shall be entitled to an injunction restraining any breach and requiring immediate and specific performance of such obligations without the necessity of showing economic loss or the posting of any bond. Time is of the essence with respect to the provisions of this Agreement.

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5.4Governing Law; Jurisdiction.  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 such state. 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 Agreement 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.

5.5Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.  This Agreement may be executed and delivered by facsimile or email transmission.

5.6Headings.  The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5.7Notices.  Any notice, demand or request required or permitted to be given by the Company or the Lender 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 and (ii) on the next Business Day after timely delivery to an overnight courier, addressed as follows:

If to the Company:

Ener1, Inc.

1540 Broadway, Suite 25C

New York, NY 10036

Attention: Chief Executive Officer

Tel:    (212) 920-3500

Fax:    (212) 920-3510

with a copy to:

Mazzeo Song & Bradham LLP

708 Third Avenue

New York, New York 10017

Attn: David S. Song, Esq.

Tel:    (212) 599-0700

Fax:    (212) 599-8400

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If to the Lender:

BZINFIN, S.A.

Pasea Estate, Road Town

Tortola, British Virgin Islands

c/o BUDIN & PARTNERS

20, rue Senebier

1211 Geneva 12

Switzerland

Attn. Patrick Bittel

Telephone: +41-22-818-08-08/

Fax : +41-22-818-08-18

Either party may change its address for notices in accordance with this Section 5.7.

5.8Expenses.  Except as provided in Section 5.9 hereof, the Company and the Lender shall each pay all costs and expenses that it incurs in connection with the negotiation, execution, delivery and performance of this Agreement.

5.9Taxes.  All payments made by the Company to the Lender under this Agreement (including, without limitation, the issuance of the Securities in connection with the Conversion) shall be made free and clear of, and without deduction or withholding for or on account of, any U.S. federal income taxes (including, without limitation, withholding taxes).  If any such taxes are required to be withheld from any amounts payable to the Lender hereunder, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all such taxes) interest or any such other amounts payable hereunder at the rates or in the amou nts specified in this Agreement.  The Company hereby agrees to indemnify and hold the Lender harmless for any incremental taxes, interest or penalties that may become payable by the Lender which may result from any failure by the Company to pay any such tax when due to the appropriate taxing authority.

5.10          Adjustments.  In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly Common Stock), combination or other similar recapitalization or event occurring after the Effective Date and prior to the Conversion Date, each reference in this Agreement or the Warrants to a number of shares of Common Stock or a price per share shall be amended to appropriately account for such event.

5.11          Entire Agreement; Amendments.  This Agreement (including the Exhibits referenced herein and attached hereto) constitutes the entire agreement between or among the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties.  Except as expressly provided herein, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Lender, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought.  Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

[Signature Page to Follow]

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EXHIBIT 99.44

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

ENER1, INC.
By:	/s/
	Name
	Title

BZINFIN, S.A.
By:	/s/
	Name
	Title

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EX-99.45

EXHIBIT 99.45

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.

CLASS A WARRANT

TO PURCHASE COMMON STOCK

OF

ENER1, INC.

Issue Date:  August 3, 2010

This Class A Warrant (this “Class A Warrant”) entitles BZINFIN, S.A., a British Virgin Islands company, or any subsequent holder hereof (the “Holder”), to purchase from ENER1, INC., a Florida corporation (the “Company”), up to 863,806 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “Common S tock”), at a price per share equal to $3.40 (the “Exercise Price”), on the terms and subject to the conditions set forth herein. This Class A Warrant is issued pursuant to the terms of a Conversion Agreement, dated as of August 3, 2010 (the “Conversion Agreement”), and the date on which this Class A Warrant is referred to herein as the “Issue Date.” Capitalized terms used herein and not otherwise defined have the meanings set forth in the Conversion Agreement.

1.           Exercise.

(a)         Right to Exercise; Exercise Price.  The Holder shall have the right to exercise this Class A Warrant at any time and from the Issue Date and ending on the fifth (5th) anniversary of the Issue Date (the “Expiration Date”); provided, however, that if the Expiration Date occurs on a date that is not a Business Day, the immediately following Business Day shall be deemed to be the Expiration Date. The Holder may pay the Exercise Price in either of the following forms or, at the election of the Holder, a combination thereof:

(i)	through a cash exercise (a “Cash Exercise”) by delivering immediately available funds, or
(ii)	through a cashless exercise (a “Cashless Exercise”) by noting on the Exercise Notice that the Holder wishes to effect a Cashless Exercise, in which case the Company shall issue to the Holder a number of Warrant Shares determined as follows:

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X = Y x (A-B)/A

where: X = the number of Warrant Shares to be issued to the Holder;

Y = the number of Warrant Shares with respect to which this Class A Warrant is being exercised;

A = the Market Price (as defined below) as of the Exercise Date; and

B = the Exercise Price.

For purposes of Rule 144, it is intended and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares required by Rule 144 shall be deemed to have been commenced, on the Issue Date. “Market Price” means, as of any date, the arithmetical average of daily VWAP during the ten (10) trading days immediately preceding (but not including) such date, and “VWAP” means the volume weighted average price of the Common Stock on the Principal Market as reported by Bloomberg Financial Markets or by a comparable reporting service

(b)         Exercise Notice.  In order to exercise this Class A 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 Class A Warrant, and (iii) in the case of a Cash Exercise, 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 he reunder (including, without limitation, the calculation of any adjustment to the Exercise Price or the Warrant Shares pursuant to Section 5 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 receiv ed 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.

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(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 subject, in the case of a Cash Exercise, to payment of the Exercise Price.  Except as specifically provided herein, nothing in this Class A 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 Class A Warrant shall be canceled upon its exercise in full and, if this Class A 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 Class A Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with respect to which this Class A 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 Class A 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, no later than the close of business on the third (3rd) Business Day following the later to occur of (i) the Exercise Date specified in such Exercise Notice and (ii) such later date on which the Company has received payment of the Exercise Price (such later date being referred to as a “Delivery Date”), issue and deliver or caused to be delivered to t he Holder the number of Warrant Shares 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 Class A Warrant or the Conversion 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 t he 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 Conversion Agreement.

3.           [Intentionally omitted]

4.           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 4.  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.

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(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 and the number of Warrant Shares issuable hereunder proportionately increased.  If the Company, at any time after the Issue Date, combines (by reverse stock split, recapitalizati on, 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 and the number of Warrant Shares issuable hereunder proportionately reduced.

(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 Hol der 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 the Holder, the Company shall indicate whether the Company has elected (A) to deliver to the Holder, upon any exercise of this Class A 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 Class A Warrant is exercisable as of s uch 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 Class A 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 Holder 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 4, the Holder of this Class A Warrant shall, upon exercise of this Class A 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 4.

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5.           Fractional Interests.

No fractional shares or scrip representing fractional shares shall be issuable upon the exercise of this Class A Warrant, but instead shall be rounded up or down to the nearest whole share amount.

6.           Transfer of this Warrant.

The Holder may sell, transfer, assign, pledge or otherwise dispose of this Class A 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 Class A 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 Class A Warrant sh all be transferred and, if less than all of this Class A Warrant is transferred, the number of Warrant Shares to be covered by the part of this Class A Warrant to be transferred to each such person. Within three (3) Business Days of receiving a Transfer Notice and the original of this Class A Warrant, the Company shall deliver to the each transferee designated by the Holder a Class A Warrant or Warrants of like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Class A Warrant is transferred, shall deliver to the Holder a Class A Warrant for the remaining number of Warrant Shares.

7.           Benefits of this Warrant.

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

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

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

9.           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 Class A 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:

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If to the Company:

Ener1, Inc.

1540 Broadway, Suite 25C

New York, NY 10036

Attn: Chief Financial Officer

Tel:    212-920-3500

Fax:    212-920-3510

and if to the Holder, to such address for such party as shall appear on the records of the Company. Any party may change its address for notice by sending notice in accordance with this Section 9.

10.         Applicable Law.

This Class A 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 i mproper.  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 Class A 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.

11.         Amendments.

No amendment, modification or other change to, or waiver of any provision of, this Class A Warrant may be made unless such amendment, modification, change or waiver is set forth in writing and is signed by the Company and the Holder.

12.         Entire Agreement.                                    

This Class A Warrant constitutes the entire agreement among the parties hereto with respect to the subject matter hereof.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.  This Class A Warrant supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

13.         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]

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

ENER1, INC.
By:
	Name
	Title

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EXHIBIT 99.45

EXHIBIT A to WARRANT

EXERCISE NOTICE

The undersigned Holder hereby irrevocably exercises the right to purchase __________ shares of Common Stock (“Warrant Shares”) of Ener1, Inc. (the “Company”) evidenced by the attached Class A Warrant (the “Class A Warrant”).  Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Class A Warrant.

1.           Form of Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as:

______ a Cash Exercise with respect to _________________ Warrant Shares; and/or

______ a Cashless Exercise with respect to _________________ Warrant Shares, as permitted by Section 1(a) of the attached Class A Warrant.

2.           Payment of Exercise Price.  In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder shall pay the sum of $________________ to the Company in accordance with the terms of the Class A Warrant.

Date: ______________________

___________________________________

Name of Registered Holder

By:  _______________________________

       Name:

       Title:

A-1

EXHIBIT 99.45

EXHIBIT B to WARRANT

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned Holder of the attached Class A 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 Class A Warrant.

Date: ______________________

___________________________________

Name of Registered Holder

By:  _______________________________

       Name:

       Title:

Transferee Name and Address:

___________________________________________

___________________________________________

___________________________________________

B-1

EX-99.46

EXHIBIT 99.46

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.

CLASS B WARRANT

TO PURCHASE COMMON STOCK

OF

ENER1, INC.

Issue Date:  August 3, 2010

This Class B Warrant (this “Class B Warrant”) entitles BZINFIN, S.A., a British Virgin Islands company, or any subsequent holder hereof (the “Holder”), to purchase from ENER1, INC., a Florida corporation (the “Company”), up to 1,457,672 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price per share equal to $4.25 (the “Exercise Price”), on the terms and subject to the conditions set forth herein. This Class B Warrant is issued pursuant to the terms of a Conversion Agreement, dated as of August 3, 2010 (the “Conversion Agreement”), and the date on which this Class B Warrant is referred to herein as the “Issue Date.” Capitalized terms used herein and not otherwise defined have the meanings set forth in the Conversion Agreement.

1.           Exercise.

(a)           Right to Exercise; Exercise Price.  The Holder shall have the right to exercise this Class B Warrant at any time and from the Issue Date and ending on the fifth (5th) anniversary of the Issue Date (the “Expiration Date”); provided, however, that if the Expiration Date occurs on a date that is not a Business Day, the immediate ly following Business Day shall be deemed to be the Expiration Date. The Holder may pay the Exercise Price in either of the following forms or, at the election of the Holder, a combination thereof:

(i)           through a cash exercise (a “Cash Exercise”) by delivering immediately available funds, or

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(ii)           through a cashless exercise (a “Cashless Exercise”) by noting on the Exercise Notice that the Holder wishes to effect a Cashless Exercise, in which case the Company shall issue to the Holder a number of Warrant Shares determined as follows:

X = Y x (A-B)/A

where: X = the number of Warrant Shares to be issued to the Holder;

Y = the number of Warrant Shares with respect to which this Class B Warrant is being exercised;

A = the Market Price (as defined below) as of the Exercise Date; and

B = the Exercise Price.

For purposes of Rule 144, it is intended and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares required by Rule 144 shall be deemed to have been commenced, on the Issue Date. “Market Price” means, as of any date, the arithmetical average of daily VWAP during the ten (10) trading days immediately preceding (but not including) such date, and “VWAP” means the volume weighted average price of the Common Stock on the Principal Market as reported by Bloomberg Financial Markets or by a comparable reporting service

(b)           Exercise Notice.  In order to exercise this Class B 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 Class B Warrant, and (iii) in the case of a Cash Exercise, 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 iss uable hereunder (including, without limitation, the calculation of any adjustment to the Exercise Price or the Warrant Shares pursuant to Section 5 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 accountan t 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.

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(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 subject, in the case of a Cash Exercise, to payment of the Exercise Price.  Except as specifically provided herein, nothing in this Class B 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 Class B Warrant shall be canceled upon its exercise in full and, if this Class B 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 Class B Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with respect to which this Class B Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exerci se all or any portion of such new warrant at any time following the time at which this Class B 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, no later than the close of business on the third (3rd) Business Day following the later to occur of (i) the Exercise Date specified in such Exercise Notice and (ii) such later date on which the Company has received payment of the Exercise Price (such later date being referred to as a “Delivery Date”), issue and deliver or caused to be delivered to t he Holder the number of Warrant Shares 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 Class B Warrant or the Conversion 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 t he 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 Conversion Agreement.

3.           [Intentionally omitted]

4.           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 4.  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.

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(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 and the number of Warrant Shares issuable hereunder proportionately increased.  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 and the number of Warrant Shares issuable hereunder proportionately reduced.

(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 H older 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 the Holder, the Company shall indicate whether the Company has elected (A) to deliver to the Holder, upon any exercise of this Class B 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 Class B 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 Class B 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 Holder 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 4, the Holder of this Class B Warrant shall, upon exercise of this Class B 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 near ly equivalent as practicable to the provisions of this Section 4.

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5.           Fractional Interests.

No fractional shares or scrip representing fractional shares shall be issuable upon the exercise of this Class B Warrant, but instead shall be rounded up or down to the nearest whole share amount.

6.           Transfer of this Warrant.

The Holder may sell, transfer, assign, pledge or otherwise dispose of this Class B 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 Class B 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 Class B Warrant shall be transferred and, if less than all of th is Class B Warrant is transferred, the number of Warrant Shares to be covered by the part of this Class B Warrant to be transferred to each such person. Within three (3) Business Days of receiving a Transfer Notice and the original of this Class B Warrant, the Company shall deliver to the each transferee designated by the Holder a Class B Warrant or Warrants of like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Class B Warrant is transferred, shall deliver to the Holder a Class B Warrant for the remaining number of Warrant Shares.

7.           Benefits of this Warrant.

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

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

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

9.           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 Class B 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:

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If to the Company:

Ener1, Inc.

1540 Broadway, Suite 25C

New York, NY 10036

Attn: Chief Financial Officer

Tel:    212-920-3500

Fax:    212-920-3510

and if to the Holder, to such address for such party as shall appear on the records of the Company. Any party may change its address for notice by sending notice in accordance with this Section 9.

10.           Applicable Law.

This Class B 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 irrevoca bly 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 Class B 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.

11.           Amendments.

No amendment, modification or other change to, or waiver of any provision of, this Class B Warrant may be made unless such amendment, modification, change or waiver is set forth in writing and is signed by the Company and the Holder.

12.           Entire Agreement.                                    

This Class B Warrant constitutes the entire agreement among the parties hereto with respect to the subject matter hereof.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.  This Class B Warrant supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

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13.           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]

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

ENER1, INC.
By:
	Name
	Title

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EXHIBIT 99.46

EXHIBIT A to WARRANT

EXERCISE NOTICE

The undersigned Holder hereby irrevocably exercises the right to purchase __________ shares of Common Stock (“Warrant Shares”) of Ener1, Inc. (the “Company”) evidenced by the attached Class B Warrant (the “Class B Warrant”).  Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Class B Warrant.

1.           Form of Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as:

______ a Cash Exercise with respect to _________________ Warrant Shares; and/or

______ a Cashless Exercise with respect to _________________ Warrant Shares, as permitted by Section 1(a) of the attached Class B Warrant.

2.           Payment of Exercise Price.  In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder shall pay the sum of $________________ to the Company in accordance with the terms of the Class B Warrant.

Date: ______________________

___________________________________

Name of Registered Holder

By:  _______________________________

       Name:

       Title:

A-1

EXHIBIT 99.46

EXHIBIT B to WARRANT

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned Holder of the attached Class B 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 Class B Warrant.

Date: ______________________

___________________________________

Name of Registered Holder

By:  _______________________________

       Name:

       Title:

Transferee Name and Address:

___________________________________________

___________________________________________

___________________________________________

B-1