THIRD
AMENDMENT TO

    AMENDMENT
TO DEBENTURES AND WARRANTS,

    AGREEMENT
AND WAIVER


    


    THIS
THIRD AMENDMENT TO AMENDMENT TO DEBENTURES AND WARRANTS, AGREEMENT AND WAIVER
(this “Agreement”) is
entered into as of October 31, 2009 (the “Effective Date”) by and among
Ecotality, Inc., a
Nevada corporation (the “Company”), on the one
hand, and Enable Growth
Partners LP (“EGP”), Enable Opportunity Partners LP
(“EOP”), Pierce
Diversified Strategy Master Fund LLC, Ena (“Pierce”, together with EGP, EOP and Pierce, the “Enable Funds”), Shenzhen Goch
Investments Ltd. (“SGI”)
and BridgePointe Master Fund Ltd. (“BridgePointe,” together with
the Enable Funds and SGI, each individually referred to as an “Existing Holder” and
collectively as the “Existing
Holders” or the
“Existing
Investors”).  Capitalized terms not defined in this Agreement
shall have the meanings ascribed to such terms in the May 2009 Amendment (as
defined below).

    


    Recitals

    


    WHEREAS, the Debtors and the
Existing Holders entered into an Amendment to Debentures and Warrants, Agreement
and Waiver on or about May 15, 2009, as amended by the First
Amendment and the Second Amendment (the “May 2009
Amendment”);

    


    WHEREAS, on or about July 2,
2009, the Existing Investors entered into a First Amendment to Amendment to
Debentures and Warrants, Agreement and Waiver (the “First
Amendment”);

    


    WHEREAS, on or about July 2,
2009, the Existing Investors entered into a Second Amendment to Amendment to
Debentures and Warrants, Agreement and Waiver (the “Second Amendment”);

    


    WHEREAS, the Company met the
First Management Incentive Target on September 30, 2009, but has not yet issued
to Jonathan Read, President and Chief Executive Officer of the Company, any
shares of Common Stock or warrants to purchase shares of Common Stock as
permitted by Section 30(a) of the May 2009 Amendment;

    


    WHEREAS, the Company and the
Investors now desire that the terms of Section 30 of the May 2009 Amendment be
further modified and clarified and have entered into this Agreement to document
their agreement regarding such modifications.

    


    NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein, and
intending to be legally bound hereby, the undersigned parties hereby agree as
follows:

    


    A.           Incorporation of Preliminary
Statements. The Recitals set forth above by this reference hereto are
hereby incorporated into this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    B.         Amendment to Section 30 of
the May 2009 Amendment.

    


    (1)         Amendment to Section 30(a)
of the May 2009 Amendment.  Section 30(a) of the May 2009
Amendment is hereby amended and replaced in its entirety with the
following:

    


    Issuances Upon Satisfaction
of First Management Incentive Target.  As of September 30,
2009, the Company shall be entitled to grant to Jonathan Read, President and
Chief Executive Officer of the Company, 40,410,312 shares of Common Stock, as
adjusted to reflect any stock dividend, stock split, reverse stock split or
recapitalization of the Company’s Common Stock (the “First Incentive Common Stock
Grant”), subject to such conditions and vesting schedule as the Company
may, in its reasonable discretion, impose on the First Incentive Grant Amount;
provided,
however, that in no event shall such grant occur later than January 15,
2010 (the “Latest First Grant
Date”).  In lieu of the First Incentive Common Stock Grant, the
Company shall be entitled to instead grant to Jonathan Read any combination of
the following (the “Substitution First Incentive
Grant”), so long as the economic value of such Substitution First
Incentive Grant is equal to the value of the First Incentive Common Stock Grant
had it had been granted on such date and subject to similar conditions: (i)
shares of Series A Convertible Preferred Stock of the Company (“Series A Preferred Stock”)
convertible into 40,410,312 shares of Common Stock, as adjusted to reflect any
stock dividend, stock split, reverse stock split or recapitalization of the
Company’s Common Stock; or (ii)(A) options to acquire, at fair market value on
the date of grant, up to 40,410,312 shares of Common Stock, shares of Series A
Preferred Stock convertible into 40,410,312 shares of Common Stock or a
combination of such shares of Common Stock and Series A Preferred Stock, in each
case, as adjusted to reflect any stock dividend, stock split, reverse stock
split or recapitalization of the Company’s Common Stock; and (B) shares of
Common Stock or Series A Preferred Stock (or any combination thereof) with a
fair market value equal to the fair market value of the First Incentive Common
Stock Grant on such date.  Any Substitution First Incentive Grant may
be subject to such conditions and vesting schedule as the Company may, in its
reasonable discretion, impose on the Substitution First Incentive Grant; provided, however,
that in no event shall such grant occur later than the Latest First Incentive
Grant Date.  For purposes hereof, the “First Management Incentive
Target,” the “Second
Management Incentive Target” and the “Third Management Incentive
Target” shall each have the respective meanings set forth on Schedule I attached
hereto shall be referred to as the “Management Incentive Target
Schedule.”

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (2)         Amendment to Section 30(b)
of the May 2009 Amendment.  Section 30(b) of the May 2009
Amendment is hereby amended and replaced in its entirety with the
following:

    


    Issuances Upon Satisfaction
of First and Second Management Incentive Targets.  “If and when
the Company has met both the First Management Incentive Target and the Second
Management Incentive Target hereto on the respective dates specified next to
each such Management Incentive Target in the Management Incentive Target
Schedule, the Company shall be entitled to issue to the employees, officers or
directors of the Company, in addition to anything issued pursuant to Section
30(a) hereof, 49,951,714 shares of Common Stock, as adjusted to reflect any
stock dividend, stock split, reverse stock split or recapitalization of the
Company’s Common Stock (the “Second Incentive Common Stock
Grant”), subject to such conditions and vesting schedule as the Company
may, in its reasonable discretion, impose on the Second Incentive Grant Amount;
provided,
however, that in no event shall such grant occur later than six (6)
months after the date that the Company meets the Second Management Incentive
Target (the “Latest Second
Grant Date”).  In lieu of the Second Incentive Common Stock
Grant, the Company shall be entitled to instead grant to such employees,
officers and directors any combination of the following (the “Substitution Second Incentive
Grant”), so long as the economic value of such Substitution Second
Incentive Grant is equal to the value of the Second Incentive Common Stock Grant
had it had been granted on such date and subject to similar conditions: (i)
shares of Series A Preferred Stock convertible into 49,951,714 shares of Common
Stock, as adjusted to reflect any stock dividend, stock split, reverse stock
split or recapitalization of the Company’s Common Stock; or (ii)(A) options to
acquire, at fair market value on the date of grant, up to 49,951,714 shares of
Common Stock, shares of Series A Preferred Stock convertible into 49,951,714
shares of Common Stock or a combination of such shares of Common Stock and
Series A Preferred Stock, in each case, as adjusted to reflect any stock
dividend, stock split, reverse stock split or recapitalization of the Company’s
Common Stock; and (B) shares of Common Stock or Series A Preferred Stock (or any
combination thereof) with a fair market value equal to the fair market value of
the Second Incentive Common Stock Grant on such date.  Any
Substitution Second Incentive Grant may be subject to such conditions and
vesting schedule as the Company may, in its reasonable discretion, impose on the
Substitution Second Incentive Grant; provided, however,
that in no event shall such grant occur later than the Latest Second Incentive
Grant Date.”

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (3)         Amendment to Section 30(c)
of the May 2009 Amendment.  Section 30(c) of the May 2009
Amendment is hereby amended and replaced in its entirety with the
following:

    


    “Issuances
Upon Satisfaction of First, Second and Third Management Incentive
Targets.  “If
and when the Company has met the First Management Incentive Target, the Second
Management Incentive Target and the Third Management Incentive Target hereto on
the respective dates specified next to each such Management Incentive Target in
the Management Incentive Target Schedule, the Company shall be entitled to issue
to the employees, officers or directors of the Company, in addition to anything
issued pursuant to Sections 30(a) and 30(b) hereof, 49,951,713 shares of Common
Stock, as adjusted to reflect any stock dividend, stock split, reverse stock
split or recapitalization of the Company’s Common Stock (the “Third Incentive
Common Stock Grant”),
subject to such conditions and vesting schedule as the Company may, in its
reasonable discretion, impose on the Second Incentive Grant Amount; provided,
however, that in no
event shall such grant occur later than six (6) months after the date that the
Company meets the Third Management Incentive Target (the “Latest Third
Grant Date”).  In lieu of the Third
Incentive Common Stock Grant, the Company shall be entitled to instead grant to
such employees, officers and directors any combination of the following (the
“Substitution
Third Incentive Grant”), so long as the economic value of
such Substitution Third Incentive Grant is equal to the value of the Third
Incentive Common Stock Grant had it had been granted on such date and subject to
similar conditions: (i) shares of Series A Preferred Stock convertible into
49,951,713 shares of Common Stock, as adjusted to reflect any stock dividend,
stock split, reverse stock split or recapitalization of the Company’s Common
Stock; or (ii)(A) options to acquire, at fair market value on the date of grant,
up to 49,951,713 shares of Common Stock, shares of Series A Preferred Stock
convertible into 49,951,713 shares of Common Stock or a combination of such
shares of Common Stock and Series A Preferred Stock, in each case, as adjusted
to reflect any stock dividend, stock split, reverse stock split or
recapitalization of the Company’s Common Stock; and (B) shares of Common Stock
or Series A Preferred Stock (or any combination thereof) with a fair market
value equal to the fair market value of the Third Incentive Common Stock Grant
on such date.  Any Substitution Third Incentive Grant may be subject
to such conditions and vesting schedule as the Company may, in its reasonable
discretion, impose on the Substitution Third Incentive Grant; provided,
however, that in no
event shall such grant occur later than the Latest Third Incentive Grant
Date.”

    


    C.           No Further
Amendments.  Except as set forth above, the May 2009 Amendment
shall remain in full force and effect in accordance with its terms.

    


    D.           Counterparts.  This
Agreement may be executed in counterparts and delivered by facsimile and all so
executed and delivered shall constitute a single original.

    


    [signature
pages follow]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first written
above.

    


    ECOTALITY, INC., a Nevada
corporation

    


    


    
      
        
          
            
              	
                      By:

                    	  
      	
                       

                    
	
                      Name:

                    	  	
                       

                    
	
                      Title:

                    	      
                      President

                    


            

          

        

      

    

     

    [signature page of Holders/Investors
follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Convertible
Debenture Holders’ Signature Page

    


    
      
        	
                BRIDGEPOINTE
      MASTER FUND LTD.

              
	 
      
	
                By:

              	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      
	 
      	 
      
	
                ENABLE
      GROWTH PARTNERS LP

              
	 
      
	
                By:

              	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      
	 
      	 
      
	
                ENABLE
      OPPORTUNITY PARTNERS LP

              
	 
      	 
      
	
                By:

              	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      
	 
      	 
      
	
                PIERCE
      DIVERSIFIED STRATEGY MASTER FUND LLC, ENA

              
	 
      	 
      
	
                By:

              	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      
	 
      	 
      
	
                SHENZHEN
      GOCH INVESTMENT LTD.

              
	 
      	 
      
	
                By:

              	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title: