Exhibit 10.1

WARRANT PURCHASE AGREEMENT

Dated as of July 23, 2008

by and between

ELECTRO ENERGY, INC.

and

THE QUERCUS TRUST

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

WARRANT PURCHASE AGREEMENT

        This WARRANT PURCHASE AGREEMENT, dated as of July 23, 2008 (this “ Agreement ”), by and between Electro Energy, Inc., a Florida corporation (the “ Company ”), and The Quercus Trust, a ______ trust (the “Purchaser ”).

W I T N E S S E T H:

        WHEREAS, the parties hereto entered into that certain Debenture and Warrant Purchase Agreement, dated as of December 7, 2007 (the “2007 Purchase Agreement”), and capitalized terms contained herein, to the extent they are not defined herein, shall have the meanings as may be expressly provided in the 2007 Purchase Agreement.

        WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

        NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF WARRANT

                1.1.     Purchase and Sale of Warrant .

                (a)     Upon the terms and conditions contained herein, the Company shall issue to Purchaser a Warrant to Purchase Common Stock, in substantially the form attached hereto as Exhibit A (the “ Warrant ”), to purchase up to One Million Eight Hundred Seventy-Five Thousand (1,875,000) shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”). The Warrant shall expire three (3) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrant).

                (b)     Upon the terms and conditions contained herein, by written notice given on or before August 31, 2008, the Purchaser shall have the option to purchase an additional warrant for the purchase of up to Six Hundred Twenty-Five Thousand (625,000) shares of Common Stock, in substantially the same form as the Warrant (the “Additional Warrant”).

                (c)     Purchase Price.   Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase the Warrant for a purchase price of Seven Hundred Fifty Thousand Dollars ($750,000) (the “Purchase Price ”), in cash. In the event that the Purchaser exercises its option to purchase the Additional Warrant as provided in Section 1.1(b) herein, the Purchaser agrees to purchase such Additional Warrant for a purchase price of Two Hundred Fifty Thousand Dollars ($250,000) in cash.

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                (d)     Closing.   The closing of the purchase and sale of the Warrant to be acquired by the Purchaser from the Company under this Agreement shall take place at the offices of Lev & Berlin, P.C., 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut 06854 (the “ Closing ”) at 10:00 a.m., Eastern time, (i) on July 23, 2008; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the “ Closing Date ”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser the Warrant and any other documents required to be delivered pursuant to Article IV hereof. At the Closing, the Purchaser shall deliver the Purchase Price by wire transfer to a bank account designated by the Company. The closing of the purchase and sale of the Additional Warrant shall take place at the offices of Lev & Berlin, P.C., within ten (10) days of the Company’s receipt of the Purchaser’s notice of exercise of its option to purchase the Additional Warrant, at which closing (i) the Company shall deliver to Purchaser (A) the Additonal Warrant and (B) a written certificate verifying the truth, accuracy and completeness of the the representations and warranties set forth in Section 2.1 hereinbelow as of the date of such closing and (ii) the Purchaser will deliver to the Company the purchase price for the Additional Warrant by wire transfer to a bank account designated by the Company.

                (e)     Underlying Shares.   The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a sufficient number of its authorized but unissued shares of Common Stock to effect the exercise the Warrant and the Additional Warrant Any shares of Common Stock issuable upon exercise of the Warrant and the Additional Warrant (and such shares when issued) are herein referred to as the “Underlying Shares.” The Warrant, the Additional Warrant and the Underlying Shares are sometimes collectively referred to herein as the “Securities.”

ARTICLE II

REPRESENTATIONS AND WARRANTIES

                2.1.     Representations and Warranties of the Company .   The Company hereby represents and warrants to the Purchaser, as of the date hereof and the Closing Date (except as set forth below; and as may be modified by or updated by the Commission Documents) that the Company’s representations and warranties set forth in Section 2.1 of the 2007 Purchase Agreement are hereby repeated and incorporated herein by reference with the following modifications and additions:

                (a)     Capitalization .   The authorized capital stock of the Company as of the date hereof is set forth on Schedule 2.1(a) hereto, subject only to a 1 for 5 reverse split effected on July 9, 2008.

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                (b)     Commission Documents; Financial Statements .   At the times of their respective filings, the Forms 10-QSB (or Form 10-Q, as the case may be) for the three most recent fiscal quarters (collectively, the “ Forms 10-QSB ”) and the Form 10-KSB for the fiscal year ended December 31, 2007 (the “ Form 10-KSB ”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Forms 10-QSB and Form 10-KSB did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

                2.2.     Representations and Warranties of the Purchaser .   The Purchaser hereby represents and warrants to the Company as follows as of the date hereof and as of the Closing Date that the Purchaser’s representations and warranties that are set forth in Sections 2.2 of the 2007 Purchase Agreement are hereby repeated and incorporated herein by reference.

ARTICLE III

COVENANTS

        The Company covenants with the Purchaser as follows, which covenants are for the benefit of the Purchaser and its permitted assignees.

                3.1.     Securities Compliance .   The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated herein and by any of the documents executed in connection herewith, including the Warrant and the Registration Rights Agreement, dated as of the date hereof (the “Transaction Documents”), and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Securities to the Purchaser, or its subsequent holders.

                3.2.     Registration and Listing .   The Company shall cause its Common Stock to continue to be registered under Sections 12(g) of the Exchange Act, to comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Nasdaq Capital Market or other exchange or market on which the Common Stock is trading. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchaser may reasonably request, all to the extent required from time to time to enable the Purchaser to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144.

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                3.3.     Inspection Rights .   Provided the same would not be in violation of Regulation FD, the Company shall permit, during normal business hours and upon reasonable request and reasonable advance notice, the Purchaser or any employees, agents or representatives thereof, so long as the Purchaser shall hold the Debenture or shall beneficially own any Underlying Shares, for purposes reasonably related to the Purchaser’s interests as a stockholder, to examine the publicly available, non-confidential records and books of account of, and visit and inspect the properties, assets, operations and business of the Company and any Subsidiary, and to discuss the publicly available, non-confidential affairs, finances and accounts of the Company and any Subsidiary with any of its officers, consultants, directors and key employees.

                3.4.     Compliance with Laws .   The Company shall comply, and cause each Subsidiary to comply, with all applicable laws, rules, regulations and orders, noncompliance with which would be reasonably likely to have a Material Adverse Effect.

                3.5.     Keeping of Records and Books of Account .   The Company shall keep and cause each Subsidiary to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company and its Subsidiaries, and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made.

                3.6.     Reporting Requirements .   If the Commission ceases making the Company’s periodic reports available via the Internet without charge, then the Company shall furnish the following to the Purchaser so long as the Purchaser shall beneficially own Securities:

                (a)     Quarterly Reports filed with the Commission on Form 10-Q as soon as practical after the document is filed with the Commission, and in any event within five (5) days after the document is filed with the Commission;

                (b)     Annual Reports filed with the Commission on Form 10-K as soon as practical after the document is filed with the Commission, and in any event within five (5) days after the document is filed with the Commission; and

                (c)     Copies of all notices, information and proxy statements in connection with any meetings that are, in each case, provided to holders of shares of Common Stock, contemporaneously with the delivery of such notices or information to such holders of Common Stock.

                3.7.     Other Agreements .   The Company shall not enter into any agreement in which the terms of such agreement would restrict or impair the right or ability to perform of the Company or any Subsidiary under any Transaction Document.

                3.8.     Use of Proceeds .   The net proceeds from the sale of the Securities hereunder shall be used by the Company for working capital and general corporate purposes, including growth initiatives.

                3.9.     Reporting Status .   So long as the Purchaser beneficially owns any of the Securities, the Company shall timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

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                3.10.     Disclosure of Transaction .   The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the “ Press Release ”) not later than the second Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the “ Form 8-K ”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than four (4) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and reasonable comment by the Purchaser. “ Trading Day ” means any day during which the principal exchange on which the Common Stock is traded shall be open for trading.

                3.11.     Amendments .   The Company shall not amend or waive any provision of the Articles or By-laws of the Company in any way that would adversely affect exercise rights, voting rights, or redemption rights of the holder of the Securities.

                3.12.     Reservation of Shares .   Subject to Section 1.3 hereof, so long as the Warrant or the Additional Warrant remain outstanding, the Company shall take all action necessary to at all times have authorized and reserved for the purpose of issuance of a sufficient number of shares of Common Stock needed to provide for the issuance of the Underlying Shares.

                3.13.     Transfer Agent Instructions .   The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Purchaser, for the Underlying Shares in such amounts as specified from time to time by the Purchaser to the Company upon exercise of the Warrant in the form of Exhibit D attached to the 2007 Purchase Agreement (the “ Irrevocable Transfer Agent Instructions ”). Prior to registration of the Underlying Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.13 will be given by the Company to its transfer agent and that the Underlying Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If the Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Underlying Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Underlying Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Underlying Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Purchaser and without any restrictive legend.

                3.14.     Form S-3 Eligibility .   The Company currently meets the “registrant eligibility” and transaction requirements set forth in the general instructions to Form S-3 applicable to “resale” registrations on Form S-3 and the Company shall file all reports required to be filed by the Company with the Commission in a timely manner.

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                3.15     Right of First Refusal .

                (a)     For the twelve (12) month period following the Closing, the Purchaser will have the right of first refusal (the “Initial Purchase Right ”) to purchase, on the same terms as other investors, up to one hundred percent (100%) of any debt securities, equity securities, securities convertible into equity securities, or options or warrants therefor (“ Purchase Securities ”) that the Company proposes to offer, other than the securities excluded by paragraph (e) below.

                (b)     Subsequent to the twelve (12) month period following the Closing, the Purchaser will have the right of first refusal (the “Pro-Rata Purchase Right ”) to purchase, on the same terms as other investors, that percentage of any Purchase Securities that the Company proposes to offer, other than the securities excluded by paragraph (e) below, which is equal to the Purchaser’s pro rata ownership of the Common Stock of the Company on a fully diluted basis. The Initial Purchase Right and the Pro-Rata Purchase Right are collectively referred to herein as the “Purchase Rights”.

                (c)     If the Company proposes to issue any Purchase Securities, it shall give the Purchaser written notice of its intention, describing the Purchase Securities, the price and the terms and conditions upon which the Company proposes to issue the same, together with a signed and accepted term sheet. The Purchaser shall have ten (10) Trading Days from the giving of such notice to elect to purchase all or part (in the case of the Initial Purchase Right), or part (in the case of the Pro-Rata Purchase Right), of the Purchase Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of such Purchase Securities to be purchased.

                (d)     The Purchaser shall then effect the purchase of the Purchase Securities at the closing of the issuance of Purchase Securities described in the notice delivered by the Company pursuant to paragraph (c) above. On the date of such closing, the Company shall deliver to the Purchaser the certificates representing the Purchase Securities to be purchased by the Purchaser, each certificate to be properly endorsed for transfer, and at such time, the Purchaser shall pay the purchase price for the Purchase Securities.

                (e)     If the Purchaser fails to exercise in full its Purchase Right, the Company shall have ninety (90) days thereafter to sell the Purchase Securities in respect of which the Purchaser’s rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchaser thereof than specified in the Company’s notice to the Purchaser pursuant to paragraph (c) above. If the Company has not sold such Purchase Securities within such ninety (90) days, the Company shall not thereafter issue or sell any Purchase Securities, without first again complying with this Section 3.15.

                (b)        The Purchase Right established by this Section 3.15 shall have no application to any of the following issuances of Purchase Securities (collectively, the “ Excluded Securities ”):

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                3.16     Consultant.    The Company shall engage the services of Mr. Lyle Deitsch (the “Consultant”) as a consultant to work with Company management in connection with overseeing (i) the progress of certain Company performance milestones, (ii) the design and implementation of the Company’s marketing plan and (iii) management review (the “Consultancy”). The term of the Consultancy shall commence on July 23 , 2008 and end on September 1, 2008. Notwithstanding the foregoing, if the Purchaser shall exercise its option to Purchase the Additional Warrant set forth in Section 1.1(b) hereof, the term of the Consultancy shall expire on December 31, 2008. The Consultancy shall include the Consultant’s presence at the Company’s facilities in Gainesville, Florida for at least three (3) days per week and the Company shall pay the Consultant a fee of Ten Thousand Dollars ($10,000) per month plus reasonable travel expenses.

                3.17     Prohibition from Exercise, Shareholder Approval .   Until the Company has obtained the approval of the transaction and issuance(s) of securities contemplated herein by a majority of the Company’s holders of Common Stock, which the Company shall use its commercially reasonable efforts to obtain as soon as possible, but in no event later than the Company’s next annual meeting, which shall be held no later than October 31, 2008, Purchaser shall not exercise the Warrant or the Additional Warrant to the extent that, when taking into consideration any restrictions placed upon issuances by the NASDAQ Marketplace Rules, including rules governing aggregation of transactions, results in an aggregate issuance of that number of shares of Common Stock that, when combined with any penalty shares issued pursuant to the Registration rights Agreement of even date herewith, is greater than Nineteen and Nine-Tenth’s percent (19.9%) of the Company’s total number of outstanding shares of Common Stock as of the date of exercise.

ARTICLE IV

CONDITIONS

                4.1.     Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities.    The obligation hereunder of the Company to close and issue and sell the Securities to the Purchaser at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

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                (a)     Accuracy of the Purchaser’s Representations and Warranties .   The representations and warranties of the Purchaser shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such date.

                (b)     Performance by the Purchaser .   The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date.

                (c)     No Injunction .   No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

                (d)     Delivery of Purchase Price .   The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

                (e)     Delivery of Transaction Documents . The Transaction Documents shall have been duly executed and delivered by the Purchaser to the Company.

                4.2.     Conditions Precedent to the Obligation of the Purchaser to Close and to Purchase the Securities .   The obligation hereunder of the Purchaser to purchase the Securities and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion.

                (a)     Accuracy of the Company’s Representations and Warranties .   Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such date.

                (b)     Performance by the Company .   The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

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                (c)     No Suspension, Etc .   Trading in the Common Stock shall not have been suspended by the Commission or the Nasdaq Capital Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets (“ Bloomberg ”) shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by Bloomberg, or on the New York Stock Exchange, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any financial market which, in each case, in the judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities.

                (d)     No Injunction .   No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

                (e)     No Proceedings or Litigation .   No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority, to the Company’s knowledge, shall have been threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

                (f)     Opinion of Counsel .   The Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, substantially in the form of Exhibit E annexed to the 2007 Purchase Agreement, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser.

                (g)     Debenture and Warrant .   At or prior to the Closing Date, the Company shall have delivered to the Purchaser the Warrant (in such denominations as the Purchaser may request).

                (h)     Officer’s Certificate .   On the Closing Date, the Company shall have delivered to the Purchaser a certificate signed by an executive officer on behalf of the Company, dated as of the Closing Date, confirming the accuracy of the Company’s representations, warranties and covenants as of the Closing Date (except those representations and warranties made as of a specific date) and confirming the compliance by the Company with the conditions precedent set forth in paragraphs (b) to (e) and (i) of this Section 4.2 as of the Closing Date (provided that, with respect to the matters in paragraphs (d) and (e) of this Section 4.2, such confirmation shall be based on the knowledge of the executive officer after due inquiry).

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ARTICLE V

CERTIFICATE LEGEND

                5.1.     Legend .   Each certificate representing the Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws):