Common use of FORM OF SECRETARY’S CERTIFICATE Clause in Contracts

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of August 3, 2011 (the “Common Stock Purchase Agreement”), by and between ENER1, Inc., a Florida corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _[NAME]_, Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of August 3March , 2011 2014 (the “Common Stock Purchase Agreement”), by and between ENER1NANOSPHERE, Inc.INC., a Florida corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Fifty Thirty Million Dollars ($50,000,00030,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _[NAME]_, Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k7(j) of that certain Common Stock Purchase Agreement dated as of August 325, 2011 2014 (the “Common Stock Purchase Agreement”), by and between ENER1IBIO, Inc.INC., a Florida Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _[NAME]______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of August 3March 13, 2011 2013 (the “Common Stock Purchase Agreement”), by and between ENER1, Inc.ZBB ENERGY CORPORATION, a Florida Wisconsin corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _[NAME]_, _______________ Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of August 3November 29, 2011 (the “Common Stock Purchase Agreement”), by and between ENER1COMVERGE, Inc., a Florida Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _[NAME]_, _______________ Secretary of the Company, hereby certifies as follows: