Exhibit 2.1

EXECUTION COPY

COMMON STOCK AND WARRANTS PURCHASE AGREEMENT

        THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 17 ^th day of October, 2005, by and among ELECTRO ENERGY, INC., a Florida corporation (the “Company’), IN-Q-TEL EMPLOYEE FUND, LLC, a Delaware limited liability company (the “Fund”) and IN-Q-TEL, INC. a Delaware corporation (“IQT” and together with the Fund, the “Purchaser”), in connection with the Company’s sale to the Purchaser (the “Sale”) of Common Stock.

1.        PURCHASE AND SALE OF COMMON STOCK AND WARRANTS.

               1.1     SALE AND ISSUANCE OF COMMON STOCK AND WARRANTS. Subject to the terms and conditions hereof, Purchaser agrees to purchase, and the Company agrees to sell and issue to the Fund and IQT (i) the number of shares of Common Stock of the Company (the “Common Stock”) set forth on Schedule I attached hereto; and (ii) warrants to purchase common stock of the Company, in the form attached hereto as Exhibit A (the “Warrants”), in the amount set forth on Schedule I.

               1.2     CLOSING. The closing of the purchase and Sale of the Common Stock and the Warrants hereunder will take place (the “Closing”) on October 17, 2005 after all conditions to closing have been satisfied (the “Closing Date”). The place of the Closing shall be at the offices of Lev & Berlin, P.C., 200 Connecticut Avenue, Norwalk, Connecticut 06854, or such other place as Purchaser and the Company may mutually agree.

               1.3     ESCROW. Subject to the terms and conditions of the Escrow Agreement by and among JP Morgan Chase Bank(the “Escrow Agent”), the Company and Purchaser, dated of even date herewith (the “Escrow Agreement”), IQT and the Fund will deposit with Escrow Agent the corresponding amounts set forth on Schedule I, in an aggregate amount equal to Eight Hundred Thousand Dollars ($800,000.00) in immediately available funds (the “Consideration”) to be released to the Company pursuant to the terms of the Escrow Agreement. The Company will deposit with Escrow Agent (i) irrevocable letters of instruction (the “TA Instruction Letters”) to Continental Stock & Transfer Company, Inc. (the “Transfer Agent”) directing the Transfer Agent to issue stock certificate(s), registered in such names and in such denominations as Purchaser shall request, representing a number of shares of Common Stock of the Company, to be released to Transfer Agent pursuant to the terms of the Escrow Agreement (the “Certificates”); and (ii) the Warrants to purchase shares of common stock of the Company, each to be released to Purchaser pursuant to the terms of the Escrow Agreement.

               1.4     RESTRICTED SECURITIES. The Common Stock has not been registered under the Securities Act of 1933, as amended (the “1933 Act”) and is being issued to Purchaser in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act. Purchaser hereby confirms that Purchaser has been informed that the Common Stock is restricted securities under the 1933 Act and may not be resold or transferred unless the Common Stock is first registered under the Federal securities laws or unless an exemption from such registration is available.

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2.        REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

        The Company represents and warrants to Purchaser as follows:

               2.1     ORGANIZATION AND CORPORATE POWER. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the requisite corporate power and authority to execute, deliver and perform this Agreement and to issue, sell and deliver the Common Stock.

               2.2     CAPITALIZATION. As of October 14, 2005, the authorized capital of the Company consists of:

               (a)     Preferred Stock. 10,000 shares of preferred stock having a par value of $0.001 per share (the “Preferred Stock”), of which 247 shares are outstanding.

               (b)     Common Stock. 50,000,000 shares of Common Stock having a par value of $0.001 per share, 16,368,339 shares of which are issued and outstanding.

               2.3     AUTHORIZATION. The execution, delivery and performance by the Company of this Agreement and the issuance, execution and delivery of the Common Stock in accordance with the Escrow Agreement have been duly authorized by all requisite corporate action. The Company has reserved an amount of Common Stock sufficient to be issued in accordance with the terms of the Escrow Agreement and upon the exercise of the Warrants.

               2.4     VALIDITY. This Agreement, the Warrants and the Escrow Agreement (collectively, the “Transaction Agreements”) have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to the laws of bankruptcy and the laws affecting creditors’ rights generally and the availability of equitable remedies. The Common Stock, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, and the Common Stock when issued under the Warrants, will be duly and validly issued, fully paid and nonassessable and free of any liens or encumbrances.

               2.5     SEC FILINGS. The Company has made all filings (the “SEC Filings”) with the Securities and Exchange Commission (“SEC”) required under the Securities Exchange Act of 1934 (the “Exchange Act”). As of their respective dates, the SEC Filings complied as to form with the requirements of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Filings, and the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements set forth in the SEC Filings comply as to form with applicable accounting requirements and the published rules and regulations of the SEC promulgated under the Exchange Act and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to exceptions permitted by Form 10-Q under the Exchange Act).

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               2.6     RULE 144 SALES.

                    (a)    Reports Under Exchange Act. With a view to making available to the Purchaser the benefits of Securities and Exchange Commission (“SEC”) Rule 144 promulgated under the 1933 Act and any other rule or regulation of the SEC that may at any time permit a Purchaser to sell securities of the Company to the public without registration, the Company agrees to:

                               (a)     make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company is subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act, in accordance with the 1933 Act;

                               (b)     file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Exchange Act; and

                               (c)     furnish to any Purchaser, so long as the Purchaser owns any Common Stock, forthwith upon request (i)  a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the 1933 Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Purchaser of any rule or regulation of the SEC which permits the selling of any such securities without registration.

                    (b)     Cooperation. The Company agrees to cooperate with Purchaser in the resales of the Common Stock, to the extent such Common Stock may resold under Rule 144 promulgated under the 1933 Act, as amended.

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