EXHIBIT 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2012, is made by and among HPEV, Inc.,
a Nevada corporation (the “Company”), and the undersigned Purchasers (individually a “Purchaser”
and collectively the “Purchasers”).


 


WHEREAS:


 


A.In connection with the Securities
Purchase Agreement of even date herewith by and among the parties hereto (the “Securities Purchase Agreement”),
the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to
the Purchasers (i) up to 400 shares of the Company’s Series A Convertible Preferred Stock, par value $.001 per share (the
“Preferred Shares”), which will be convertible into shares (as converted, the “Conversion Shares”)
of the Company’s common stock, par value $.001 per share (the “Common Stock”), by each Purchaser pursuant
to Section 4 of the Company’s Certificate of Designation of its Series A Convertible Preferred Stock (the “Certificate
of Designation”), and (ii) warrants to purchase shares of Common Stock (collectively, together with all other warrants
held by Purchaser prior to the Closing under the Securities Purchase Agreement, the “Warrants” herein and, as
exercised, the “Warrant Shares”).


 


B.To induce the Purchasers to execute
and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Purchasers hereby agree as follows:


 


1.DEFINITIONS.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


a.“Investor” means
a Purchaser and any transferee or assignee thereof to whom a Purchaser assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section 9.


 


b.“Person” means
an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
a government or any department or agency thereof.


 


c.“Register,” “registered,”
and “registration” refer to a registration effected by preparing and filing one or more Registration Statements
(as defined below) in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing
for the offering for resale of securities on a continuous or delayed basis (“Rule 415"), and the declaration
or ordering of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


d.“Registrable Securities”
means (i) the Conversion Shares issued or issuable upon conversion of the Preferred Shares, (ii) Warrant Shares issued or issuable
upon exercise of the Warrants (the definition of which above specifically includes all other warrants held by Purchaser prior to
the Closing under the Securities


 


 



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Purchase Agreement), (iii) any shares of capital stock issued or issuable with respect to the
Conversion Shares, the Preferred Shares, the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitations on conversions of the Preferred Shares or exercises of
Warrants, and (iv) any shares of capital stock (“Debenture Shares”) issued or issuable upon conversion of the
Debentures (as defined in the Certificate of Designation).


 


e.“Registration Statement”
means a registration statement or registration statements of the Company filed under the 1933 Act covering the Registrable Securities.


 


 


2.REGISTRATION.


 


a.Mandatory Registration. The
Company shall prepare, and, as soon as practicable, but in no event later than the date which is 30 calendar days after the Closing
Date (as defined in the Securities Purchase Agreement) (the “Filing Deadline”), file with the SEC a Registration
Statement or Registration Statements (as necessary) on Form S-3 covering the resale of all of the Registrable Securities. In the
event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration,
subject to the provisions of Section 2(d). Any first Registration Statement prepared pursuant hereto shall register for resale
at least that number of shares of Common Stock equal to the sum of (y) the number of Conversion Shares issuable upon conversion
of the Preferred Shares (without regard to any limitations on conversions) as of the date immediately preceding the date the Registration
Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b), plus (z) the number of Warrant Shares
issuable upon exercise of the Warrants (without regard to any limitations on exercise) as of the date immediately preceding the
date the Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b). For the avoidance
of doubt, the first Registration Statement shall not include the Debenture Shares, as they are not issuable upon conversion of
the Preferred Shares as of the date immediately preceding the date the Registration Statement is initially filed with the SEC,
but they shall be added if and when the Debentures are issued or issuable under the terms of the Certificate of Designation, as
provided in Section 3(b). The Company shall cause such Registration Statement to be declared effective by the SEC as soon as possible,
and shall use its best efforts to cause the Registration Statement to be declared effective by the SEC within 90 calendar days
after the Closing Date, but in no event later than the date which is 120 calendar days after the Closing Date (the “Effectiveness
Deadline”).


 


b.Allocation of Registrable Securities.
The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable
Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held
by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof
is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable
Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included
in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain
allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated
to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered
by such Registration Statement.


 


c.Investor Counsel. Subject
to Section 5 hereof, the Purchasers holding a majority of the Registrable Securities shall have the right to select one legal counsel
to review and oversee any offering pursuant to this Section 2 (“Investor Counsel”), as thereafter designated
by the holders of a majority of Registrable Securities. The Company shall reasonably cooperate with Investor Counsel in performing
the Company’s obligations under this Agreement.


 


 






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d.Ineligibility for Form S-3.
In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company
shall register the resale of the Registrable Securities on another appropriate form.


 


e.Effect of Failure to File Registration
Statement. If a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant
to this Agreement is not filed with the SEC on or before the applicable Filing Deadline, then, as relief for the damages to the
holders by reason of delay in and reduction of ability to sell the underlying shares of Common Stock, the number of Warrant Shares
shall be increased, as and to the extent set forth in the Warrants.


 


 f.Effect of Failure to Obtain
Effectiveness of Registration Statement. If a Registration Statement covering all the Registrable Securities and required
to be filed by the Company pursuant to this Agreement is not ordered or declared effective by the SEC on or before the applicable
Effectiveness Deadline, then, as relief for the damages to the holders by reason of delay in or reduction of ability to sell the
underlying shares of Common Stock, the Company shall pay to each holder of Preferred Shares an amount in cash per Preferred Share
held equal to the product of (i) $5,000.00 multiplied by (ii) the product of (A) .02 multiplied by (B) the number of months after
the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC.


 


g.Sufficient Number of Shares Registered.
In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover
all of the Registrable Securities which such Registration Statement is required to cover or an Investor’s allocated portion
of the Registrable Securities pursuant to Section 2(b), the Company shall amend the Registration Statement, or file a new Registration
Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Registrable Securities, as
soon as practicable, but in any event not later than thirty (30) calendar days after the necessity therefor arises. The Company
shall cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.


 


 


3.RELATED OBLIGATIONS.


 


At such time as the Company
is obligated to file a Registration Statement with the SEC pursuant to Section 2(a) or 2(g), the Company will effect the registration
of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company
shall have the following obligations:


 


a.The Company shall promptly prepare
and file with the SEC a Registration Statement with respect to the applicable Registrable Securities (but in no event later than
the Filing Deadline) and cause such Registration Statement relating to the Registrable Securities to become effective as soon as
practicable after such filing (but in no event later than the applicable Effectiveness Deadline). The Company shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the later of (i) the fifth (5th) anniversary of the Effectiveness
Deadline or (ii) the date on which the Investors shall have sold all the Registrable Securities covered by such Registration Statement
(the “Registration Period”), which Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
If the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff
has no further comments on the Registration Statement, as the case may be, the Company shall submit to the SEC a request for acceleration
of effectiveness of such Registration Statement.


 


 



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b.The Company shall prepare and file
with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus
used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective at all times
during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition
of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof
as set forth in such Registration Statement. If the Company fails to keep such Registration Statement so effective, then, as relief
for the damages to the holders by reason of delay in and reduction of ability to sell the underlying shares of Common Stock, the
number of Warrant Shares shall be increased, as and to the extent set forth in the Warrants.


 


c.The Company shall permit Investor
Counsel to review and comment upon those sections of (i) the Registration Statement at least five (5) business days prior to its
filing with the SEC, and (ii) all other Registration Statements and all amendments and supplements to all Registration Statements,
which are applicable to the Purchasers (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and any similar or successor report and registration statements on Form S-8) at least five (5) business days prior
to the their filing with the SEC. The Company shall reasonably cooperate with Investor Counsel in performing the Company’s
obligations pursuant to this Section 3.


 


d.The Company shall furnish to each
Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is
prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial
statements and schedules, and all exhibits and each preliminary prospectus and (ii) such other documents, including copies of any
preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by such Investor.


 


e.The Company shall (i) register and
qualify, unless an exemption from registration and qualification applies, the Registrable Securities covered by a Registration
Statement under all jurisdiction’s securities or “blue sky” laws in the United States, (ii) prepare and file
in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications
as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may
be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change
in the Company’s Certificate of Incorporation or by-laws that the Company’s board of directors determines in good faith
to be contrary to the best interests of the Company and its shareholders, (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Investor Counsel
and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky”
laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for
such purpose.


 


f.As promptly as practicable after
becoming aware of such event or development, the Company shall notify Investor Counsel and each Investor in writing of the happening
of any event as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement
of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such
untrue statement or omission, and deliver a copy of such supplement or amendment to Investor Counsel and each Investor. The Company
shall also promptly notify Investor Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective,
(ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information,
and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be
appropriate.


 


 



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g.The Company shall prevent the issuance
of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any
of the Registrable Securities for sale in any jurisdiction, however, if such an order or suspension is issued, the Company shall
obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Investor Counsel and each Investor
who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.


 


h.At the reasonable request of any
Investor and at the expense of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated
such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given
in an underwritten public offering, addressed to the Investors.


 


i.The Company shall make available
for inspection, at the expense of the Investor acting pursuant to this Section 3(i), by (i) any Investor, (ii) Investor Counsel
and (iii) one firm of accountants or other agents retained by the Investors (collectively, the “Inspectors”)
all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree, and each Investor
hereby agrees, to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other
information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified,
unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement
or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena
or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally
available to the public other than by disclosure in violation of this or any other agreement of which the Inspector has knowledge.
The Company shall not be required to disclose any confidential information in such Records to any Inspector until and unless such
Inspector shall have entered into confidentiality agreements with the Company with respect thereto, substantially in the form of
this Section 3(i). Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court
or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company,
at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed
confidential.


 


j.The Company shall hold in confidence
and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information
is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or
correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to
a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, (iv) such information
has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement,
or (v) such Investor consents to the form and content of any such disclosure. The Company agrees that it shall, upon learning that
disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


k.The Company shall cause all the Registrable
Securities covered by a Registration Statement to be listed on each securities exchange on which securities of the same class or
series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the
rules of such exchange.


 






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l.The Company shall cooperate with
the Investors who hold Registrable Securities being offered, and to the extent applicable, to facilitate the timely preparation
and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant
to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors
may reasonably request and registered in such names as the Investors may request.


 


m.The Company shall provide a transfer
agent and registrar of all such Registrable Securities not later than the effective date of such Registration Statement.


 


n.The Company shall use its best efforts
to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.


 


o.The Company shall comply with all
applicable rules and regulations of the SEC in connection with any registration hereunder.


 


p.Within two (2) business days after
a Registration Statement which covers applicable Registrable Securities is ordered effective by the SEC, the Company shall deliver,
and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to
the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


q.Notwithstanding anything to the contrary
in Section 3(f), at any time after the applicable Registration Statement has been declared effective by the SEC, the Company may
delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the
good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion
of counsel to the Company, otherwise required (a “Grace Period”). Upon expiration of the Grace Period, the Company
shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material
non-public information is no longer applicable.


 


4.OBLIGATIONS OF THE INVESTORS.


 


a.At least seven (7) business days
prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the
information the Company reasonably requires from each such Investor if such Investor elects to have any of such Investor’s
Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company
to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that
such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended
method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.


 


b.Each Investor by such Investor’s
acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company in writing
of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement.


 


c.Each Investor agrees that, upon receipt
of any notice from the Company of the happening of any event of the kind described in Section 3(g), Section 3(q) or the first sentence
of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment
is required or that a Grace Period has ended.






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5.EXPENSES OF REGISTRATION.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees shall be paid by the Company. In addition, the Company shall reimburse the Investors for the reasonable fees and disbursements
of Investor Counsel in connection with registrations, filings or qualifications pursuant to Sections 2 and 3 of this Agreement
which amount shall be limited to $10,000.


 


6.INDEMNIFICATION.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


a.To the fullest extent permitted by
law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers, partners, employees,
agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the 1933 Act or the Securities
Exchange Act of 1934, as amended (the “1934 Act”) (each, an “Indemnified Person”), against
any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts
paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court
or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar
as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment
thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior
to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were
made, not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”).
Subject to Section 6(c), the Company shall reimburse the Investors and each such controlling person, promptly as such expenses
are incurred and are due and payable, for any legal fees or disbursements or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon
a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement
thereto; (ii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be
delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to
Section 3(d); and (iii) shall not apply to amounts paid in settlement of any Claim, if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a) with respect to any prospectus shall not inure to the benefit of an Indemnified Person
if the untrue statement or omission of material fact contained in the prospectus was corrected in the prospectus and a new prospectus
was delivered to each Investor prior to such Investor’s first use of the prospectus.


 






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b.In connection with any Registration
Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless
and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each
of its officers who signs the Registration Statement, its agents and representatives, and each Person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act (each an “Indemnified Party”), against any Claim
or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such
Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor
expressly for use in connection with such Registration Statement; and, subject to Section 6(d), such Investor will reimburse any
legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however,
that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section
7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of
such Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable
under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor
as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis
in the prospectus, as then amended or supplemented.


 


c.Promptly after receipt by an Indemnified
Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental
action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to
be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory
to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified
Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel
for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party
and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred
to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Registrable Securities
included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully
apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement
or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as
provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent
that the indemnifying party is prejudiced in its ability to defend such action.






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d.The indemnification required by this
Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when
bills are received or Indemnified Damages are incurred.


 


e.The indemnity agreements contained
herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against
the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


7.CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be pro rata based upon the amount of proceeds received by such
seller from the sale of such Registrable Securities pursuant to such Registration Statement.


 


8.REPORTS UNDER THE 1934 ACT.


 


With a view to making available
to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that
may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144"),
the Company agrees to:


 


a.make and keep public information
available, as those terms are understood and defined in Rule 144;


 


b.file with the SEC in a timely manner
all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject
to such requirements and the filing of such reports and other documents is required by the applicable provisions of Rule 144; and


 


c.furnish to each Investor so long
as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied
with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents as may be necessary to qualify under Rule 144, and (iii) such other
information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


9.ASSIGNMENT OF REGISTRATION
RIGHTS.


The rights under
this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of Registrable Securities
if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished
to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer
or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities
with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable
state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence
the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such
transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.






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10.AMENDMENT OF REGISTRATION
RIGHTS.


Provisions of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and Investors who then hold at least two-thirds (2/3) of the Registrable
Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company.
No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities.
No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this
Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


11.MISCELLANEOUS.


 


a.A Person is deemed to be a holder
of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives
conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company
shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.


 


b.Any notices, consents, waivers or
other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered: (i) upon receipt, when delivered personally or by electronic mail; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii)
one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If to the Company:


 


           HPEV, Inc.


    c/o Quentin Ponder, CFO


27420 Breakers Drive


Wesley Chapel, Florida 33544


Telephone:(813) 929-1877


Facsimile:(813) 929-1875


Email:qponder@verizon.net


 


With a copy to:


 





Sichenzia Ross
Friedman Ference LLP


61 Broadway


New York, New
York, 10006


Telephone:(212)
981-6772


Facsimile:(212)
930-9725


 


If to Purchaser Counsel:


 


Prather Law Offices


    Attention:Edwin K. Prather, Esq.


461 Bush Street, Suite 350


    San Francisco, CA 94108


    Telephone:(415) 881-7774


    Email: edwin@pratherlawoffices.com


 






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If to a Purchaser, to its business address,
email or facsimile number on the Schedule of Purchasers attached hereto, with copies to such Purchaser’s representatives
as set forth on the Schedule of Purchasers or to such other address and/or facsimile number and/or to the attention of such other
person as the recipient party has specified by written notice given to each other party five calendar days prior to the effectiveness
of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


c.Failure of any party to exercise
any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate
as a waiver thereof.


 


d.All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of California, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of California. Each party hereby irrevocably
submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City and County of San Francisco for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
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 any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party 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 to such party at the address
for such notices to it under this Agreement 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 manner permitted
by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


e.This Agreement, the Securities Purchase
Agreement, the Warrants and the Certificate of Designation constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement, the Securities Purchase Agreement, the Warrants and the Certificate of
Designation supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof
and thereof.


 


f.Subject to the requirements of Section
9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties
hereto.


 


g.The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


h.This Agreement may be executed in
identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.
This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.


 



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i.Each party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 


j.All consents and other determinations
to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by Investors
holding a majority of the Registrable Securities, determined as if all of the Preferred Shares and the Warrants then outstanding
have been converted into or exercised for Registrable Securities without regard to any limitations on conversion of the Preferred
Shares or exercise of the Warrants.


 


k.The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will
be applied against any party.


 


l.This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.


 


 


 


 


 


 


 


 


 


 


 


 


 


 




The remainder of this page is intentionally left blank. 


 






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IN WITNESS WHEREOF, the Purchasers and
the Company have caused this Registration Rights Agreement to be duly executed as of the date first written above.


 


 


COMPANY:


 


HPEV, INC.


 





By:
/s/Timothy Hassett


Timothy Hassett,
CEO


 


PURCHASERS:


 


SPIRIT BEAR
LIMITED


 





By:/s/ Jay Palmer


Jay Palmer, President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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SCHEDULE OF PURCHASERS


 


	 

         

        Investor
        Name
	 	 

         

        Investor
        Address,

        Facsimile
        Number and Email
	 
	 	 	 	 
	Spirit Bear Limited	 	1470
        First Avenue No. 4A


New York,
NY 10075 

         718.208.4075

        jpalmer@spiritbearlimited.com
	 
	 	 	 	 
	 	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


FORM OF NOTICE OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


[TRANSFER AGENT]


Attn:


 


Re:HPEV, Inc.


 


Ladies and Gentlemen:


 


We are counsel to HPEV, Inc., a Nevada
corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase
Agreement (the “Purchase Agreement”) entered into by and among the Company and the Purchasers named therein
(collectively, the “Holders”) pursuant to which the Company issued to the Holders shares of its Series A Convertible
Preferred Stock, par value $.001 per share (the “Preferred Shares”) convertible into shares of the Company’s
common stock, par value $.001 per share (the “Common Stock”), and the related Warrants (the “Warrants”)
to acquire shares of Common Stock. Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights
Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among
other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of
Common Stock issuable upon conversion of the Preferred Shares and upon exercise of the Warrants, under the Securities Act of 1933,
as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights
Agreement, on ____________ ____, the Company filed a Registration Statement on Form  (File No. _____________) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities
which names each of the Holders as a selling stockholder thereunder.


 


In connection with the
foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]
and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities
are available for resale under the 1933 Act pursuant to the Registration Statement.


 


Very truly yours,


 


[ISSUER’S COUNSEL]


 


By:


cc:[LIST NAMES OF HOLDERS]


 


 






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