ECOTALITY,
INC.

    


    CERTIFICATE
OF DESIGNATION OF PREFERENCES,

    RIGHTS
AND LIMITATIONS

    OF

    SERIES
A CONVERTIBLE PREFERRED STOCK

    


    PURSUANT
TO SECTION 78.1955 OF THE

    NEVADA
REVISED STATUTES

    


            The
undersigned, Barry S. Baer, does hereby certify that:

    


                    1.
He is the Chief Financial Officer of Ecotality, Inc., a Nevada corporation (the
“Corporation”).

    


                    2.
The Corporation is authorized to issue Two Hundred Million (200,000,000) shares
of preferred stock, none of which have been issued.

    


                    3.
The following resolutions were duly adopted by the board of directors of the
Corporation (the “Board of
Directors”):

    


            WHEREAS,
the certificate of incorporation of the Corporation provides for a class of its
authorized stock known as preferred stock, consisting of Two Hundred Million
(200,000,000) shares, $0.001 par value per share, issuable from time to time in
one or more series;

    


            WHEREAS,
the Board of Directors is authorized to fix the dividend rights, dividend rate,
voting rights, conversion rights, rights and terms of redemption and liquidation
preferences of any wholly unissued series of preferred stock and the number of
shares constituting any series and the designation thereof, of any of them;
and

    


            WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as
aforesaid, to fix the rights, preferences, restrictions and other matters
relating to a series of the preferred stock, which shall consist of, except as
otherwise set forth in the Exchange Agreement, up to 10,000,000 shares of the
preferred stock which the Corporation has the authority to issue, as
follows:

    


            NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for
the issuance of a series of preferred stock for cash or exchange of other
securities, rights or property and does hereby fix and determine the rights,
preferences, restrictions and other matters relating to such series of preferred
stock as follows:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    TERMS
OF SERIES A CONVERTIBLE PREFERRED STOCK

    


    Section
1.      Definitions. For the
purposes hereof, the following terms shall have the following
meanings:

    


    “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person, as such terms are
used in and construed under Rule 405 of the Securities Act.

    


    “Alternate
Consideration” shall have the meaning set forth in Section
7(e).

    


    “Beneficial Ownership
Limitation” shall have the meaning set forth in Section
6(d).

    


    “Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal
holiday in the United States or any day on which banking institutions in the
State of New York are authorized or required by law or other governmental action
to close.

    


    “Buy-In” shall have
the meaning set forth in Section 6(c)(iv).

    


    “Closing” means the
closing of the purchase and sale of the Securities pursuant to Section 2.1 of
the Exchange Agreement.

    


    “Closing Date” means
the Trading Day on which all of the Transaction Documents have been executed and
delivered by the applicable parties thereto and all conditions precedent to (i)
each Holder’s obligations to consummate the transactions under the Exchange
Agreement and (ii) the Corporation’s obligations to deliver the Securities have
been satisfied or waived.

    


    “Commission” means the
United States Securities and Exchange Commission.

    


    “Common Stock” means
the Corporation’s common stock, par value $0.001 per share, and stock of any
other class of securities into which such securities may hereafter be
reclassified or changed.

    


    “Common Stock
Equivalents” means any securities of the Corporation or the Subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock,
including, without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.

    


    “Conversion Date”
shall have the meaning set forth in Section 6(a).

    


    “Conversion Ratio”
shall have the meaning set forth in Section 6(b).


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Conversion Shares”
means, collectively, the shares of Common Stock issuable upon conversion of the
shares of Preferred Stock in accordance with the terms hereof.

    


    “Effective Date” shall
have the meaning ascribed to such term under the Exchange
Agreement.

    


    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

    


    “Exchange Agreement”
means the Securities Exchange Agreement, dated on or abut October 31, 2009,
among the Corporation and the original Holders, as amended, modified or
supplemented from time to time in accordance with its terms.

    


    “Fundamental
Transaction” shall have the meaning set forth in Section
7(e).

    


    “GAAP” means United
States generally accepted accounting principles.

    


    “Holder” shall have
the meaning given such term in Section 2.

    


    “Junior Securities”
means the Common Stock and all other Common Stock Equivalents of the Corporation
other than those securities which are explicitly senior or pari passu to the
Preferred Stock in dividend rights or liquidation preference.

    


    “Liquidation” shall
have the meaning set forth in Section 5.

    


    “New York Courts”
shall have the meaning set forth in Section 8(d).

    


    “Notice of Conversion”
shall have the meaning set forth in Section 6(a).

    


    “Original Issue Date”
means the date of the first issuance of any shares of the Preferred Stock
regardless of the number of transfers of any particular shares of Preferred
Stock and regardless of the number of certificates which may be issued to
evidence such Preferred Stock.

    


    “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

    


    “Preferred Stock”
shall have the meaning set forth in Section 2.

    


    “Registration
Statement” means a registration statement covering the resale of the
Underlying Shares by each Holder.

    


    “Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Rule 424” means Rule
424 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended or interpreted from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.

    


    “Securities” means the
Preferred Stock and the Underlying Shares.

    


    “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

    


    “Share Delivery Date”
shall have the meaning set forth in Section 6(c).

    


    “Subsidiary” means any
subsidiary of the Corporation as set forth on Schedule 3.1(a) of
the Exchange Agreement and shall, where applicable, also include any direct or
indirect subsidiary of the Corporation formed or acquired after the date of the
Exchange Agreement.

     

    “Successor Entity”
shall have the meaning set forth in Section 7(e).

    


    “Trading Day” means a
day on which the principal Trading Market is open for business.

    


    “Trading Market” means
any of the following markets or exchanges on which the Common Stock is listed or
quoted for trading on the date in question: the NYSE AMEX, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange or the OTC Bulletin Board (or any successors to any of the
foregoing).

    


    “Transaction
Documents” means this Certificate of Designation, the Exchange Agreement
and, all exhibits and schedules thereto and hereto and any other documents or
agreements executed in connection with the transactions contemplated pursuant to
the Exchange Agreement.

     

    “Transfer Agent” means
Corporate Stock Transfer, Inc., the current transfer agent of the Corporation
with a mailing address of 3200 Cherry Creek South Drive Ste 430, Denver,
Colorado 80209 and a facsimile number of (303) 282 4986, and any successor
transfer agent of the Corporation.

     

    “Underlying Shares”
means the shares of Common Stock issued and issuable upon conversion or
redemption of the Preferred Stock, upon exercise of the Warrants and issued and
issuable in lieu of the cash payment of interest on the Preferred Stock in
accordance with the terms of this Certificate of Designation.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    “VWAP” means, for any
date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market, the daily
volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed
or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:15 p.m. (New York City time)), (b) if the OTC Bulletin
Board is not a Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on the OTC Bulletin Board,
(c) if the Common Stock is not then listed or quoted for trading on the OTC
Bulletin Board and if prices for the Common Stock are then reported in the “Pink
Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per
share of the Common Stock so reported, or (d) in all other cases, the fair
market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Holders of a majority in interest of the
Securities then outstanding and reasonably acceptable to the Corporation, the
fees and expenses of which shall be paid by the Corporation.

    


    Section
2.      Designation, Amount and Par
Value. The series of preferred stock shall be designated as its Series A
Convertible Preferred Stock (the “Preferred Stock”) and
the number of shares so designated shall be up to 10,000,000 (which shall not be
subject to increase without the written consent of all of the holders of the
Preferred Stock (each, a “Holder” and
collectively, the “Holders”)). Each
share of Preferred Stock shall have a par value of $0.001 per
share.

    


    Section
3.      Dividends.

    


    a)           The
Preferred Stock shall not bear any mandatory dividend. If the Board of Directors
shall declare a dividend payable upon the then outstanding shares of Common
Stock, the holders of the outstanding shares of Preferred Stock shall be
entitled to the amount of dividends on each share of Preferred Stock, in the
same amount per share of Preferred Stock as would be declared payable on the
number of shares of Common Stock into which each share of Preferred Stock could
then be converted (ignoring for such purpose any conversion limitations herein),
such number to be determined as of the record date for determination of holders
of Common Stock entitled to receive such dividend or, if no such record date is
established, as of the date of such dividend.

    


    b)           Other Securities. So
long as any Preferred Stock shall remain outstanding, neither the Corporation
nor any Subsidiary thereof shall redeem, purchase or otherwise acquire directly
or indirectly any Junior Securities. So long as any Preferred Stock shall remain
outstanding, neither the Corporation nor any Subsidiary thereof shall directly
or indirectly pay or declare any dividend or make any distribution upon (other
than a dividend or distribution described in Section 6 or dividends due and paid
in the ordinary course on preferred stock of the Corporation at such times when
the Corporation is in compliance with its payment and other obligations
hereunder), nor shall any distribution be made in respect of, any Junior
Securities as long as any dividends due on the Preferred Stock remain unpaid,
nor shall any monies be set aside for or applied to the purchase or redemption
(through a sinking fund or otherwise) of any Junior Securities or shares pari passu with the
Preferred Stock.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    c)           Special Reserves. The
Corporation acknowledges and agrees that the capital of the Corporation in
respect of the Preferred Stock and any future issuances of the Corporation’s
capital stock shall be equal to the aggregate par value of such Preferred Stock
or capital stock, as the case may be, and that, on or after the date of the
Exchange Agreement, it shall not increase the capital of the Corporation with
respect to any shares of the Corporation’s capital stock issued and outstanding
on such date.

    


    Section
4.      Voting Rights. Except
as otherwise provided herein or as otherwise required by law, the Preferred
Stock shall have no voting rights. However, as long as any shares of Preferred
Stock are outstanding, the Corporation shall not, without the affirmative vote
of the Holders of 75% of the then outstanding shares of the Preferred Stock, (a)
alter or change adversely the powers, preferences or rights given to the
Preferred Stock or alter or amend this Certificate of Designation, (b) authorize
or create any class of stock ranking as to dividends, redemption or distribution
of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise
pari passu with, the
Preferred Stock, (c) amend its certificate of incorporation or other charter
documents in any manner that adversely affects any rights of the Holders, (d)
increase the number of authorized shares of Preferred Stock, or (e) enter into
any agreement with respect to any of the foregoing.

    


    Section
5.     Liquidation. Upon any
liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary (a “Liquidation”), the
Holders shall be entitled to receive any distributions or payments, pro-rata and
pari-passu with the holders of Common Stock (as if the Preferred Stock had been
converted into shares of Common Stock pursuant to the provisions hereof
immediately prior to such distribution, ignoring for such purpose, any
limitations on conversion hereunder).  The Corporation shall mail
written notice of any such Liquidation, not less than 45 days prior to the
payment date stated therein, to each Holder.

    


    Section
6.      Conversion.

    


    a)           Conversions at Option of
Holder. Each share of Preferred Stock shall be convertible, at any time
and from time to time from and after the Original Issue Date at the option of
the Holder thereof, into that number of shares of Common Stock (subject to the
limitations set forth in Section 6(d)) equal to the Conversion Ratio. Holders
shall effect conversions by providing the Corporation with the form of
conversion notice attached hereto as Annex A (a “Notice of
Conversion”). Each Notice of Conversion shall specify the number of
shares of Preferred Stock to be converted, the number of shares of Preferred
Stock owned prior to the conversion at issue, the number of shares of Preferred
Stock owned subsequent to the conversion at issue and the date on which such
conversion is to be effected, which date may not be prior to the date the
applicable Holder delivers by facsimile such Notice of Conversion to the
Corporation (such date, the “Conversion Date”). If
no Conversion Date is specified in a Notice of Conversion, the Conversion Date
shall be the date that such Notice of Conversion to the Corporation is deemed
delivered hereunder. The calculations and entries set forth in the Notice of
Conversion shall control in the absence of manifest or mathematical
error.  To effect conversions of shares of Preferred Stock, a Holder
shall not be required to surrender the certificate(s) representing the shares of
Preferred Stock to the Corporation unless all of the shares of Preferred Stock
represented thereby are so converted, in which case such Holder shall deliver
the certificate representing such shares of Preferred Stock promptly following
the Conversion Date at issue.  Shares of Preferred Stock converted
into Common Stock or redeemed in accordance with the terms hereof shall be
canceled and shall not be reissued.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    b)           Conversion
Ratio.  Each share of Preferred Stock shall initially be
convertible into 60 shares of Common Stock, subject to adjustment herein (the
“Conversion
Ratio”).

    


    
      	
               
      

            	
              c)

            	
              Mechanics of
      Conversion

            


    

    


    i.           Delivery of Certificate Upon
Conversion. Not later than three (3) Trading Days after each Conversion
Date (the “Share
Delivery Date”), the Corporation shall deliver, or cause to be delivered,
to the converting Holder a certificate or certificates representing the
Conversion Shares which, shall be free of restrictive legends and trading
restrictions (other than those which may then be required by the Exchange
Agreement) representing the number of Conversion Shares being acquired upon the
conversion of the Preferred Stock.  The Corporation shall use its best
efforts to deliver any certificate or certificates required to be delivered by
the Corporation under this Section 6 electronically through the Depository Trust
Company or another established clearing corporation performing similar
functions.

    


    ii.           Failure to Deliver
Certificates.  If, in the case of any Notice of Conversion,
such certificate or certificates are not delivered to or as directed by the
applicable Holder by the Share Delivery Date, the Holder shall be entitled to
elect by written notice to the Corporation at any time on or before its receipt
of such certificate or certificates, to rescind such Conversion, in which event
the Corporation shall promptly return to the Holder any original Preferred Stock
certificate delivered to the Corporation and the Holder shall promptly return to
the Corporation the Common Stock certificates issued to such Holder pursuant to
the rescinded Conversion Notice.



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    iii.           Obligation Absolute; Partial
Liquidated Damages.  The Corporation’s obligation to issue and
deliver the Conversion Shares upon conversion of Preferred Stock in accordance
with the terms hereof are absolute and unconditional, irrespective of any action
or inaction by a Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by such Holder or any other
Person of any obligation to the Corporation or any violation or alleged
violation of law by such Holder or any other person, and irrespective of any
other circumstance which might otherwise limit such obligation of the
Corporation to such Holder in connection with the issuance of such Conversion
Shares; provided, however, that such
delivery shall not operate as a waiver by the Corporation of any such action
that the Corporation may have against such Holder.  In the event a
Holder shall elect to convert any or all of its Preferred Stock, the Corporation
may not refuse conversion based on any claim that such Holder or any one
associated or affiliated with such Holder has been engaged in any violation of
law, agreement or for any other reason, unless an injunction from a court, on
notice to Holder, restraining and/or enjoining conversion of all or part of the
Preferred Stock of such Holder shall have been sought and obtained, and the
Corporation posts a surety bond for the benefit of such Holder in the amount of
150% of the highest VWAP during the period from the applicable Conversion Date
and the date of the applicable injunction multiplied by the number of shares of
Preferred Stock which is subject to the injunction, which bond shall remain in
effect until the completion of arbitration/litigation of the underlying dispute
and the proceeds of which shall be payable to such Holder to the extent it
obtains judgment.  In the absence of such injunction, the Corporation
shall issue Conversion Shares and, if applicable, cash, upon a properly noticed
conversion. If the Corporation fails to deliver to a Holder such certificate or
certificates pursuant to Section 6(c)(i) on the second Trading Day after the
Share Delivery Date applicable to such conversion, the Corporation shall pay to
such Holder, in cash, as liquidated damages and not as a penalty, for each
$5,000 of Stated Value of Preferred Stock being converted, $50 per Trading Day
(increasing to $100 per Trading Day on the third Trading Day and increasing to
$200 per Trading Day on the sixth Trading Day after such damages begin to
accrue) for each Trading Day after such second Trading Day after the Share
Delivery Date until such certificates are delivered or Holder rescinds such
conversion.  Nothing herein shall limit a Holder’s right to pursue
actual damages or declare a Triggering Event pursuant to Section 10 hereof for
the Corporation’s failure to deliver Conversion Shares within the period
specified herein and such Holder shall have the right to pursue all remedies
available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief.  The exercise
of any such rights shall not prohibit a Holder from seeking to enforce damages
pursuant to any other Section hereof or under applicable
law.



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    iv.           Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Conversion. In addition to
any other rights available to the Holder, if the Corporation fails for any
reason to deliver to a Holder the applicable certificate or certificates by the
Share Delivery Date pursuant to Section 6(c)(i), and if after such Share
Delivery Date such Holder is required by its brokerage firm to purchase (in an
open market transaction or otherwise), or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by such
Holder of the Conversion Shares which such Holder was entitled to receive upon
the conversion relating to such Share Delivery Date (a “Buy-In”), then the
Corporation shall (A) pay in cash to such Holder (in addition to any other
remedies available to or elected by such Holder) the amount, if any, by which
(x) such Holder’s total purchase price (including any brokerage commissions) for
the Common Stock so purchased exceeds (y) the product of (1) the aggregate
number of shares of Common Stock that such Holder was entitled to receive from
the conversion at issue multiplied by (2) the actual sale price at which the
sell order giving rise to such purchase obligation was executed (including any
brokerage commissions) and (B) at the option of such Holder, either reissue (if
surrendered) the shares of Preferred Stock equal to the number of shares of
Preferred Stock submitted for conversion (in which case, such conversion shall
be deemed rescinded) or deliver to such Holder the number of shares of Common
Stock that would have been issued if the Corporation had timely complied with
its delivery requirements under Section 6(c)(i). For example, if a Holder
purchases shares of Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to an attempted conversion of shares of Preferred
Stock with respect to which the actual sale price of the Conversion Shares
(including any brokerage commissions) giving rise to such purchase obligation
was a total of $10,000 under clause (A) of the immediately preceding sentence,
the Corporation shall be required to pay such Holder $1,000. The Holder shall
provide the Corporation written notice indicating the amounts payable to such
Holder in respect of the Buy-In and, upon request of the Corporation, evidence
of the amount of such loss. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Corporation’s failure to timely deliver
certificates representing shares of Common Stock upon conversion of the shares
of Preferred Stock as required pursuant to the terms hereof.

    


    v.           Reservation of Shares
Issuable Upon Conversion. The Corporation covenants that it will at all
times reserve and keep available out of its authorized and unissued shares of
Common Stock for the sole purpose of issuance upon conversion of the Preferred
Stock as herein provided, free from preemptive rights or any other actual
contingent purchase rights of Persons other than the Holder (and the other
holders of the Preferred Stock), not less than such aggregate number of shares
of the Common Stock as shall (subject to the terms and conditions set forth in
the Exchange Agreement) be issuable (taking into account the adjustments and
restrictions of Section 7) upon the conversion of the then outstanding shares of
Preferred Stock.  The Corporation covenants that all shares of Common
Stock that shall be so issuable shall, upon issue, be duly authorized, validly
issued, fully paid and nonassessable and, if a registration statement is then
effective under the Securities Act, shall be registered for public resale in
accordance with such registration statement.

    


    vi.           Fractional Shares. No
fractional shares or scrip representing fractional shares shall be issued upon
the conversion of the Preferred Stock.   As to any fraction of a
share which the Holder would otherwise be entitled to purchase upon such
conversion, the Corporation shall at its election, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the VWAP on such Conversion Date or round up to the next whole
share.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    vii.           Transfer
Taxes.  The issuance of certificates for shares of the Common
Stock on conversion of this Preferred Stock shall be made without charge to any
Holder for any documentary stamp or similar taxes that may be payable in respect
of the issue or delivery of such certificates, provided that the Corporation
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holders of such shares of Preferred
Stock and the Corporation shall not be required to issue or deliver such
certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Corporation the amount of such tax or shall have
established to the satisfaction of the Corporation that such tax has been
paid.



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    d)           Beneficial Ownership
Limitation. The Corporation shall
not effect any conversion of the Preferred Stock, and a Holder shall not have
the right to convert any portion of the Preferred Stock, to the extent that,
after giving effect to the conversion set forth on the applicable Notice of
Conversion, such Holder (together with such Holder’s Affiliates, and any Persons
acting as a group together with such Holder or any of such Holder’s Affiliates)
would beneficially own in excess of the Beneficial Ownership Limitation (as
defined below).  For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by such Holder and its Affiliates
shall include the number of shares of Common Stock issuable upon conversion of
the Preferred Stock with respect to which such determination is being made, but
shall exclude the number of shares of Common Stock which are issuable upon (i)
conversion of the remaining, unconverted Stated Value of Preferred Stock
beneficially owned by such Holder or any of its Affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Corporation  subject to a limitation on conversion or exercise
analogous to the limitation contained herein (including, without limitation, the
Preferred Stock or the Warrants) beneficially owned by such Holder or any of its
Affiliates.  Except as set forth in the preceding sentence, for purposes of
this Section 6(d), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder.  To the extent that the limitation contained in this
Section 6(d) applies, the determination of whether the Preferred Stock is
convertible (in relation to other securities owned by such Holder together with
any Affiliates) and of how many shares of Preferred Stock are convertible shall
be in the sole discretion of such Holder, and the submission of a Notice of
Conversion shall be deemed to be such Holder’s determination of whether the
shares of Preferred Stock may be converted (in relation to other securities
owned by such Holder together with any Affiliates) and how many shares of the
Preferred Stock are convertible, in each case subject to the Beneficial
Ownership Limitation. To ensure compliance with this restriction, each Holder
will be deemed to represent to the Corporation each time it delivers a Notice of
Conversion that such Notice of Conversion has not violated the restrictions set
forth in this paragraph and the Corporation shall have no obligation to verify
or confirm the accuracy of such determination.  In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder.  For purposes of this Section 6(d),
in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as stated in the most
recent of the following: (i) the Corporation’s most recent periodic or annual
report filed with the Commission, as the case may be, (ii) a more recent public
announcement by the Corporation or (iii) a more recent written notice by the
Corporation or the Transfer Agent setting forth the number of shares of Common
Stock outstanding.  Upon the written or oral request of a Holder, the
Corporation shall within two Trading Days confirm orally and in writing to such
Holder the number of shares of Common Stock then outstanding.  In any case,
the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Corporation,
including the Preferred Stock, by such Holder or its Affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. The
“Beneficial Ownership
Limitation” shall be 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon conversion of Preferred Stock held by the applicable
Holder.  A Holder, upon not less than 61 days’ prior notice to the
Corporation, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 6(d) applicable to its Preferred Stock provided that
the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock upon conversion of this Preferred Stock held
by the Holder and the provisions of this Section 6(d) shall continue to
apply.  Any such increase or decrease will not be effective until the
61st
day after such notice is delivered to the Corporation and shall only apply to
such Holder and no other Holder.  The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 6(d) to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation contained herein or to make changes or
supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this
paragraph shall apply to a successor holder of Preferred
Stock.

    


    Section
7.      Certain
Adjustments.

    


    a)           Stock Dividends and Stock
Splits.  If the Corporation, at any time while this Preferred
Stock is outstanding: (i) pays a stock dividend or otherwise makes a
distribution or distributions to all holders of Common Stock payable in shares
of Common Stock on shares of Common Stock or any other Common Stock Equivalents
(which, for avoidance of doubt, shall not include any shares of Common Stock
issued by the Corporation upon conversion of, or payment of a dividend on, this
Preferred Stock), (ii) subdivides all outstanding shares of Common Stock into a
larger number of shares, (iii) combines (including by way of a reverse stock
split) all outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues, in the event of a reclassification of shares of the Common
Stock, any shares of capital stock of the Corporation in replacement of all
shares of the Common Stock, then the Common Stock portion of the Conversion
Ratio shall be multiplied by a fraction of which the denominator shall be the
number of shares of Common Stock (excluding any treasury shares of the
Corporation) outstanding immediately before such event, and of which the
numerator shall be the number of shares of Common Stock outstanding immediately
after such event.  Any adjustment made pursuant to this Section 7(a)
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    b)           [RESERVED]

    


    c)           Subsequent Rights
Offerings.  If the Corporation, at any time while this
Preferred Stock is outstanding, shall issue rights, options or warrants to all
holders of Common Stock (and not to the Holders) entitling them to subscribe for
or purchase shares of Common Stock at a price per share that is lower than the
VWAP on the record date referenced below, then the Common Stock portion
Conversion Ratio shall be multiplied by a fraction of which the numerator shall
be the number of shares of the Common Stock outstanding on the date of issuance
of such rights, options or warrants plus the number of additional shares of
Common Stock offered for subscription or purchase, and of which the denominator
shall be the number of shares of the Common Stock outstanding on the date of
issuance of such rights, options or warrants plus the number of shares which the
aggregate offering price of the total number of shares so offered (assuming
delivery to the Corporation in full of all consideration payable upon exercise
of such rights, options or warrants) would purchase at such
VWAP.  Such adjustment shall be made whenever such rights, options or
warrants are issued, and shall become effective immediately after the record
date for the determination of stockholders entitled to receive such rights,
options or warrants.

    


    d)           Pro Rata
Distributions. If the Corporation, at any time while this Preferred Stock
is outstanding, distributes to all holders of Common Stock (and not to the
Holders) evidences of its indebtedness or assets (including cash and cash
dividends) or rights or warrants to subscribe for or purchase any security
(other than the Common Stock, which shall be subject to Section 7(b)), then in
each such case the Conversion Ratio shall be adjusted by multiplying the Common
Stock portion of the Conversion Ratio in effect immediately prior to the record
date fixed for determination of stockholders entitled to receive such
distribution by a fraction of which the numerator shall be the VWAP determined
as of the record date mentioned above, and of which the denominator shall be
such VWAP on such record date less the then fair market value at such record
date of the portion of such assets or evidence of indebtedness or rights or
warrants so distributed applicable to one outstanding share of the Common Stock
as determined by the Board of Directors of the Corporation in good
faith.  In either case the adjustments shall be described in a
statement delivered to the Holders describing the portion of assets or evidences
of indebtedness so distributed or such subscription rights applicable to one
share of Common Stock.  Such adjustment shall be made whenever any
such distribution is made and shall become effective immediately after the
record date mentioned above.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    e)           Fundamental
Transaction.  If, at any time while this Preferred Stock is
outstanding, (i) the Corporation, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Corporation with or into
another Person, (ii) the Corporation, directly or indirectly, effects any sale,
lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions,
(iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Corporation or another Person) is completed pursuant to which
holders of Common Stock are permitted to sell, tender or exchange their shares
for other securities, cash or property and has been accepted by the holders of
50% or more of the outstanding Common Stock, (iv) the Corporation, directly or
indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property, (v) the Corporation, directly
or indirectly, in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock
held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent conversion of this Preferred
Stock, the Holder shall have the right to receive, for each Conversion Share
that would have been issuable upon such conversion immediately prior to the
occurrence of such Fundamental Transaction (without regard to any limitation in
Section 6(d) on the conversion of this Preferred Stock), the number of shares of
Common Stock of the successor or acquiring corporation or of the Corporation, if
it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by
a holder of the number of shares of Common Stock for which this Preferred Stock
is convertible immediately prior to such Fundamental Transaction (without regard
to any limitation in Section 6(d) on the conversion of this Preferred
Stock).  For purposes of any such conversion, the determination of the
Conversion Ratio shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the
Corporation shall apportion Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration.  If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any conversion of this Preferred Stock following such
Fundamental Transaction.  To the extent necessary to effectuate the
foregoing provisions, any successor to the Corporation or surviving entity in
such Fundamental Transaction shall file a new Certificate of Designation with
the same terms and conditions and issue to the Holders new preferred stock
consistent with the foregoing provisions and evidencing the Holders’ right to
convert such preferred stock into Alternate Consideration.  The
Corporation shall cause any successor entity in a Fundamental Transaction in
which the Corporation is not the survivor (the “Successor Entity”) to
assume in writing all of the obligations of the Corporation under this
Certificate of Designation and the other Transaction Documents (as defined in
the Exchange Agreement) in accordance with the provisions of this Section 7(e)
pursuant to written agreements in form and substance reasonably satisfactory to
the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the holder of this Preferred
Stock, deliver to the Holder in exchange for this Preferred Stock a security of
the Successor Entity evidenced by a written instrument substantially similar in
form and substance to this Preferred Stock which is convertible for a
corresponding number of shares of capital stock of such Successor Entity (or its
parent entity) equivalent to the shares of Common Stock acquirable and
receivable upon conversion of this Preferred Stock (without regard to any
limitations on the conversion of this Preferred Stock) prior to such Fundamental
Transaction, and with a conversion ratio which applies the conversion ratio
hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and
the value of such shares of capital stock, such number of shares of capital
stock and such conversion ratio being for the purpose of protecting the economic
value of this Preferred Stock immediately prior to the consummation of such
Fundamental Transaction), and which is reasonably satisfactory in form and
substance to the Holder. Upon the occurrence of any such Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of
this Certificate of Designation and the other Transaction Documents referring to
the “Corporation” shall refer instead to the Successor Entity), and may exercise
every right and power of the Corporation and shall assume all of the obligations
of the Corporation under this Certificate of Designation and the other
Transaction Documents with the same effect as if such Successor Entity had been
named as the Corporation herein.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    f)           Calculations.  All
calculations under this Section 7 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be.  For purposes of this
Section 7, the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall be the sum of the number of shares of
Common Stock (excluding any treasury shares of the Corporation) issued and
outstanding.

    


    g)           Notice to the
Holders.

    


    i.           Adjustment to Conversion
Ratio.  Whenever the Conversion Ratio is adjusted pursuant to
any provision of this Section 7, the Corporation shall promptly deliver to each
Holder a notice setting forth the Conversion Ratio after such adjustment and
setting forth a brief statement of the facts requiring such
adjustment.



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    ii.           Notice to Allow Conversion
by Holder.  If (A) the Corporation shall declare a dividend (or
any other distribution in whatever form) on the Common Stock, (B) the
Corporation shall declare a special nonrecurring cash dividend on or a
redemption of the Common Stock, (C) the Corporation shall authorize the granting
to all holders of the Common Stock of rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the
approval of any stockholders of the Corporation shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to
which the Corporation is a party, any sale or transfer of all or substantially
all of the assets of the Corporation, or any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property or (E) the
Corporation shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation, then, in each case,
the Corporation shall cause to be filed at each office or agency maintained for
the purpose of conversion of this Preferred Stock, and shall cause to be
delivered to each Holder at its last address as it shall appear upon the stock
books of the Corporation, at least twenty (20) calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such dividend, distributions, redemption, rights or warrants are to be
determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange, provided that the
failure to deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified
in such notice.  To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the
Corporation or any of the Subsidiaries, the Corporation shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form
8-K.  The Holder shall remain entitled to convert its Preferred Stock
(or any part hereof) during the 20-day period commencing on the date of such
notice through the effective date of the event triggering such notice except as
may otherwise be expressly set forth herein.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    Section
8.      Miscellaneous.



    a)           Notices.  Any
and all notices or other communications or deliveries to be provided by the
Holders hereunder including, without limitation, any Notice of Conversion, shall
be in writing and delivered personally, by facsimile, or sent by a nationally
recognized overnight courier service, addressed to the Corporation, at the
address set forth above Attention: Chief Executive
Officer, facsimile number (480) 219-5338, or such other facsimile number
or address as the Corporation may specify for such purposes by notice to the
Holders delivered in accordance with this Section 8.  Any and all
notices or other communications or deliveries to be provided by the Corporation
hereunder shall be in writing and delivered personally, by facsimile, or sent by
a nationally recognized overnight courier service addressed to each Holder at
the facsimile number or address of such Holder appearing on the books of the
Corporation, or if no such facsimile number or address appears on the books of
the Corporation, at the principal place of business of such Holder, as set forth
in the Exchange Agreement.  Any notice or other communication or
deliveries hereunder shall be deemed given and effective on the earliest of (i)
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth in this Section prior to 5:30 p.m.
(New York City time) on any date, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth in this Section on a day that is not a Trading Day or
later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second
Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.

    


    b)           Absolute Obligation.
Except as expressly provided herein, no provision of this Certificate of
Designation shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay liquidated damages, accrued dividends and
accrued interest, as applicable, on the shares of Preferred Stock at the time,
place, and rate, and in the coin or currency, herein prescribed.

    


    c)           Lost or Mutilated Preferred
Stock Certificate.  If a Holder’s Preferred Stock certificate
shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and
deliver, in exchange and substitution for and upon cancellation of a mutilated
certificate, or in lieu of or in substitution for a lost, stolen or destroyed
certificate, a new certificate for the shares of Preferred Stock so mutilated,
lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft
or destruction of such certificate, and of the ownership hereof reasonably
satisfactory to the Corporation.

    


    d)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Certificate of Designation shall be
governed by and construed and enforced in accordance with the internal laws of
the State of Nevada, without regard to the principles of conflict of laws
thereof.  The Corporation and each Holder agrees that all legal
proceedings concerning the interpretation, enforcement and defense of the
transactions contemplated by any of the Transaction Documents (whether brought
against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal
courts sitting in the City of New York, Borough of Manhattan (the “New York
Courts”).  The Corporation and each Holder hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), 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 such New York Courts,
or such New York Courts are improper or inconvenient venue for such
proceeding.  The Corporation and each Holder 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 via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Certificate of Designation 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 other manner permitted by
applicable law. The Corporation and each Holder hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Certificate of
Designation or the transactions contemplated hereby.  If any party
shall commence an action or proceeding to enforce any provisions of this
Certificate of Designation, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys’ fees and
other costs and expenses incurred in the investigation, preparation and
prosecution of such action or proceeding.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    e)           Waiver.  Any
waiver by the Corporation or a Holder of a breach of any provision of this
Certificate of Designation shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Certificate of Designation or a waiver by any other Holders.  The
failure of the Corporation or a Holder to insist upon strict adherence to any
term of this Certificate of Designation on one or more occasions shall not be
considered a waiver or deprive that party (or any other Holder) of the right
thereafter to insist upon strict adherence to that term or any other term of
this Certificate of Designation on any other occasion.  Any waiver by
the Corporation or a Holder must be in writing.

    


    f)         
  Severability.  If
any provision of this Certificate of Designation is invalid, illegal or
unenforceable, the balance of this Certificate of Designation shall remain in
effect, and if any provision is inapplicable to any Person or circumstance, it
shall nevertheless remain applicable to all other Persons and
circumstances.  If it shall be found that any interest or other amount
deemed interest due hereunder violates the applicable law governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum rate of interest permitted under applicable law.

    


    g)           Next Business
Day.  Whenever any payment or other obligation hereunder shall
be due on a day other than a Trading Day, such payment shall be made on the next
succeeding Trading Day.

    


    h)           Headings.  The
headings contained herein are for convenience only, do not constitute a part of
this Certificate of Designation and shall not be deemed to limit or affect any
of the provisions hereof.

    


    i)        
   Status of Converted or
Redeemed Preferred Stock.  Shares of Preferred Stock may only
be issued pursuant to the Exchange Agreement.  If any shares of
Preferred Stock shall be converted, redeemed or reacquired by the Corporation,
such shares shall resume the status of authorized but unissued shares of
preferred stock and shall no longer be designated as Series A Convertible
Preferred Stock.

     

    *********************


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    RESOLVED,
FURTHER, that the Chairman, the president or any vice-president, and the
secretary or any assistant secretary, of the Corporation be and they hereby are
authorized and directed to prepare and file this Certificate of Designation of
Preferences, Rights and Limitations in accordance with the foregoing resolution
and the provisions of Nevada law.

    


            IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of October 31,
2009.

    


    
      
        
          	 
      
	
                       Name:  Barry
      S. Baer

                
	
                       Title:  Chief
      Financial Officer

                


        

      

    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    ANNEX
A

    


    NOTICE OF
CONVERSION

    


    (TO BE
EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED
STOCK)

    


    The
undersigned hereby elects to convert the number of shares of Series A
Convertible Preferred Stock indicated below into shares of common stock, par
value $0.001 per share (the “Common Stock”), of
Ecotality, Inc., a Nevada corporation (the “Corporation”),
according to the conditions hereof, as of the date written below. If shares of
Common Stock are to be issued in the name of a Person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as may be
required by the Corporation in accordance with the Exchange Agreement. No fee
will be charged to the Holders for any conversion, except for any such transfer
taxes.

    


    Conversion
calculations:

    


    
      
        
          	
                  Date
      to Effect Conversion:
      _____________________________________________

                
	 
      
	
                  Number
      of shares of Preferred Stock owned prior to Conversion:
      _______________

                
	 
      
	
                  Number
      of shares of Preferred Stock to be Converted:
      ________________________

                
	 
      
	
                  Number
      of shares of Preferred Stock to be Converted:
      ____________________

                
	 
      
	
                  Number
      of shares of Common Stock to be Issued:
      ___________________________

                
	 
      
	
                  Applicable
      Conversion
    Ratio:____________________________________________

                
	 
      
	
                  Number
      of shares of Preferred Stock subsequent to Conversion:
      ________________

                
	 
      
	
                  Address
      for Delivery: ______________________

                  or

                  DWAC
      Instructions:

                  Broker
      no: _________

                  Account
      no: ___________

                


        

      

    

    


    
      
        	 
      	
                [HOLDER]

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    

     

    
      
         


      

      
        19