INVESTOR
RIGHTS AGREEMENT

     

    This
Investor Rights Agreement (this “Agreement”) is made and
entered into as of January 13, 2011, by and among ECOtality, Inc., a Nevada
corporation (the “Company”), and ABB Technology
Ventures Ltd. (the “Investor”).

     

    This
Agreement is made in connection with the Securities Purchase Agreement, dated as
of the date hereof among the Company and the Investors (the “Purchase
Agreement”).

     

    The
Company and the Investor hereby agree as follows:

     

    1.           Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement will have the respective meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms have the
respective meanings set forth in this Section
1:

     

    “Advice” has the meaning set
forth in Section
10(d).

     

    “Availability Date” has the
meaning set forth in Section
3(f).

     

    “Board” means the board of
directors of the Company.

     

    “Commission Positions” means written
comments pertaining solely to Rule
415 (or which challenge the right of an Investor to have its Registrable
Securities included in a Registration Statement filed hereunder without being
deemed an underwriter) which are received by the Company from the
Commission to a filed Registration Statement, a copy of which shall have been
provided by the Company to the Holders, which either (i) requires the Company to
limit the number of Registrable Securities which may be included therein to a
number which is less than the number of Registrable Securities not already
covered by an existing and effective Registration Statement or (ii) requires the
Company to either exclude Registrable Securities held by specified Holders or
deem such Holders to be underwriters with respect to Registrable Securities they
seek to include in such Registration Statement.

     

    “Cut Back Shares” has the
meaning set forth in Section
2(b).

     

    “Effective Date” means, as to a
Registration Statement, the date on which such Registration Statement is first
declared effective by the Commission.

     

    “Effectiveness Date” means (a)
with respect to the initial Registration Statement required to be filed pursuant
to Section
2(a), the earlier of: (i) the 90th day
following the Closing Date (or, in the event of a “full review” by the
Commission, the 120th
calendar day following the Closing Date) and (ii) the fifth Trading Day
following the date on which the Company is notified by the Commission that the
initial Registration Statement will not be reviewed or is no longer subject to
further review and comments; (b) with respect to any additional Registration
Statements required to be filed pursuant to Section 2(a), the
earlier of: (i) the 90th day
following the applicable Filing Date for such additional Registration
Statement(s) and (ii) the fifth Trading Day following the date on which the
Company is notified by the Commission that such additional Registration
Statement(s) will not be reviewed or is no longer subject to further review; and
(c) with respect to any additional Registration Statements required to be filed
solely due to SEC Restrictions, the earlier of: (i) the 90th day
following the applicable Restriction Termination Date and (ii) the fifth Trading
Day following the date on which the Company is notified by the Commission that
such Registration Statement will not be reviewed or is no longer subject to
further review and comments.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    “Effectiveness Period” means,
as to any Registration Statement required to be filed pursuant to this
Agreement, the period commencing on the Effective Date of such Registration
Statement and ending on the earliest to occur of (a) such time as all of
the Registrable Securities covered by such Registration Statement have been
publicly sold by the Holders of the Registrable Securities included therein, or
(b) such time as all of the Registrable Securities covered by such Registration
Statement may be sold by the Holders without volume or manner-of-sale
restrictions pursuant to Rule 144, in each case as determined by the counsel to
the Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Company’s transfer agent and the affected
Holders.

     

    “Event of Default” has the
meaning set forth in Section
8(a).

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Filing Date” means (a) with
respect to the initial Registration Statement required to be filed pursuant to
Section 2(a),
the 45th day
following the Closing Date; (b) with respect to any additional Registration
Statements required to be filed pursuant to Section 2(a), the
later of the 15th day
following the Effective Date for the last Registration Statement filed pursuant
to this Agreement under Section 2(a) and the
earliest practical date on which the Company is permitted by SEC Guidance to
file such additional Registration Statement related to the Registrable
Securities; and (c) with respect to any additional Registration Statements
required to be filed due to SEC Restrictions, the 15th day
following the applicable Restriction Termination Date.

     

    “First Director Expiration
Date” means the date on which the Investor ceases to hold, or cease to
“beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at
least 15% of the issued and outstanding shares of Common Stock of the
Company.

     

    “Governance Committee” has the
meaning set forth in Section
5(a).

     

    “Holder” or “Holders” means the holder or
holders, as the case may be, from time to time of Registrable
Securities.

     

    “Indemnified Party” has the
meaning set forth in Section
9(c).

     

    “Indemnifying Party” has the
meaning set forth in Section
9(c).

     

    “Investor” has the meaning set
forth in the Recitals hereto.

     

    “Investor Director” has the
meaning set forth in Section
5(a).

     

    “Investor Director Seats” has
the meaning set forth in Section
5(a).


    
      
         


      

      
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    “Losses” has the meaning set
forth in Section
9(a).

     

    “New York Courts” means the
courts of the state of New York and the United States District Court for the
Southern District of New York.

     

    “Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.

     

    “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

     

    “Registrable Securities” means:
(i) the Shares, (ii) the Warrants, (ii) the Warrant Shares, and (iv) any
securities issued or issuable in connection with any adjustment provisions in
the Warrants or upon any stock split, dividend or other distribution,
recapitalization or similar event, or any price adjustment as a result of such
stock splits, reverse stock splits or similar events with respect to any of the
securities referenced in (i), (ii) or (iii) above.

     

    “Registration Statement” means
the initial registration statement required to be filed in accordance with Section 2(a) and any
additional registration statements required to be filed under this Agreement,
including in each case the Prospectus, amendments and supplements to such
registration statements or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference therein.

     

    “Restriction Termination Date”
has the meaning set forth in Section
2(b).

     

    “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.

     

    “Rule 172” means Rule 172
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.

     

    “Rule 415” means Rule 415
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.

     

    “Rule 416” means Rule 416
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.


    
      
         


      

      
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    “Rule 424” means Rule 424
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.

     

    “Qualified Strategic Issuance”
means an issuance by the Company of shares of Common Stock or Common Stock
Equivalents in connection with a strategic transaction between the Company (or
one of its Subsidiaries) and a third party that: (a) has been approved by a
majority of the disinterested directors of the Company; (b) is made at a price
per share that is not less than the greater of the book value and the market
value of the Common Stock; and (c) on the date of such strategic transaction,
consists of shares of Common Stock and Common Stock Equivalents representing, in
the aggregate and on an as converted to Common Stock basis, less than two
percent (2%) of the Company’s shares of Common Stock outstanding on a fully
diluted basis.

    “SEC Guidance” means (i) any
publicly-available written or oral guidance of the Commission staff, or any
comments, requirements or requests of the Commission staff and (ii) the
Securities Act.

     

    “SEC Restrictions” has the
meaning set forth in Section
2(b).

     

    “Second Director Expiration
Date” means the date on which the Investor ceases to hold, or cease to
“beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at
least 8%  of the
issued and outstanding shares of Common Stock of the Company.

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

    “Shares” means the shares of
Common Stock issued or issuable to the Investor pursuant to the Purchase
Agreement.

     

    “Sub Board” has the meaning set
forth in Section
5(f).

     

    “Subsequent Issuance” means any
private issuance of Common Stock or Common Stock Equivalents that is consummated
by the Company (or any of its Subsidiaries, as applicable) following the Closing
Date, other than any such issuance (a) as compensation to employees or directors
of the Company or its Subsidiaries pursuant to and in accordance with the
Company’s equity incentive plans, (b) as compensation to vendors or consultants
or other non-employees of the Company, in each case for services rendered to the
Company, that has been approved by a majority of the disinterested directors of
the Company and which issuance is made at a price per share that is not less
then the greater of the book value and the market value of the Common Stock, (c)
upon the exercise or exchange of or conversion of any Securities issued pursuant
to the Purchase Agreement and/or other securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding on the
date of this Agreement, (d) pursuant to a Qualified Strategic Issuance; and (e)
pursuant to acquisitions of assets (whether directly or through the acquisition
of capital stock of an entity) that are useful in the Company’s business, which
acquisition is approved by a majority of the disinterested directors of the
Company and which issuance is made at a price per share that is not less then
the greater of the book value and the market value of the Common
Stock.

     

    “Transfer Agent” has the
meaning set forth in Section
3(n).


    
      
         


      

      
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    “Warrants” means the Common Stock
purchase warrants issuable to the Investor at the Closing pursuant to the
Purchase Agreement.

     

    “Warrant Shares” means the shares of
Common Stock issuable upon exercise of the Warrants.

     

    2.           Registration.

     

    (a)           On
or prior to its applicable Filing Date, the Company shall prepare and file with
the Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement.  The Registration Statement also shall cover, to the extent
allowable under the Securities Act and the rules promulgated thereunder
(including Rule 416), such indeterminate number of additional shares of Common
Stock resulting from stock splits, stock dividends, recapitalizations or other
adjustments provided for in the Warrants with respect to the Registrable
Securities.  Each Registration Statement required to be filed under
this Agreement shall be filed on Form S-3 (or if the Company is not then
eligible to utilize Form S-3 to register for resale the Registrable Securities,
it shall utilize  such other available form appropriate for such
purpose and shall contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such Registration
Statement, other than as to the characterization of any Holder as an
underwriter, which shall not occur without such Holder’s written consent) the
“Plan of Distribution” substantially in the form attached hereto as Annex
A.  The Company shall promptly notify the Holders via facsimile
or by e-mail of the effectiveness of a Registration Statement on the same
Trading Day that the Company telephonically confirms effectiveness with the
Commission.  The Company shall cause each Registration Statement
required to be filed under this Agreement to be declared effective under the
Securities Act as soon as practicable but, in any event, no later than its
Effectiveness Date, and shall use its reasonable best efforts to keep each such
Registration Statement continuously effective during its entire Effectiveness
Period.  By 5:00 p.m. (New York City time) on the Business Day
immediately following the Effective Date of each Registration Statement, the
Company shall file with the Commission in accordance with Rule 424 under the
Securities Act the final prospectus to be used in connection with sales pursuant
to such Registration Statement (whether or not such filing is technically
required under such Rule).  Failure to file a final Prospectus as
foresaid shall be deemed an Event under Section
6.  If for any reason other than due solely to SEC
Restrictions, a Registration Statement is effective but not all outstanding
Registrable Securities are registered for resale pursuant thereto, then the
Company shall prepare and file by the applicable Filing Date an additional
Registration Statement to register the resale of all such unregistered
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.  The Registration Statement shall not include any shares
of Common Stock or other securities for the account of any other holder of
Common Stock without the prior written consent of the Investor, which such
consent shall not be unreasonably withheld, conditioned or
delayed.


    
      
         


      

      
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    (b)           The
Company shall use its reasonable best efforts to advocate with the Commission
for the registration of all of the Registrable Securities in accordance with the
SEC Guidance (including without limitation, the Manual of Publicly Available
Telephone Interpretations D.29) for an offering to be made on a continuous basis
pursuant to Rule 415.  At such time as additional shares of Common
Stock become issuable upon the exercise of the Warrants (whether due to an
adjustment under the Warrants or otherwise), the Company shall prepare and file
with the Commission one or more Registration Statements or amend any
Registration Statement filed pursuant to Section 2(a), if such
Registration Statement has not previously been declared effective covering the
resale of the additional shares of Common Stock, but only to the extent the
additional shares of Common Stock are not at the time covered by an effective
Registration Statement.  Such Registration Statement also shall cover,
to the extent allowable under the Securities Act and the rules promulgated
thereunder (including Rule 416), such indeterminate number of additional shares
of Common Stock resulting from stock splits, stock dividends or similar
transactions.  Such Registration Statement shall not include any
shares of Common Stock or other securities for the account of any other holder
without the prior written consent of the Investor.

     

    (c)           Notwithstanding
anything to the contrary contained in this Section 2 and subject
to the payment of liquidated damages pursuant to Section 6, if, after
advocating with the Commission in accordance with Section 2(b), due to
Commission Positions, the Company is nonetheless unable to include all
Registrable Securities in the Registration Statement filed pursuant to Section 2(a) without
characterizing any Holder as an underwriter then the Company may, following not
less than three (3) Trading Days prior written notice to the Holders along with
the calculations as to such Holder’s allotment, (i) use its reasonable best
efforts to cause as many Registrable Securities for as many Holders as
possible to be included in the Registration Statement filed pursuant to Section 2(a) or 2(b) and remove from
the Registration Statement all other Registrable Securities (the “Cut Back Shares”), (ii) use
its reasonable best efforts to promptly file amendments to the Registration
Statement and promptly file a new Registration Statement, in either case, to
cover the maximum number of Registrable Securities permitted to be registered by
the Commission, or (iii) withdraw the Registration Statement and promptly file a
new Registration Statement covering the maximum number of Registrable Securities
permitted to be registered by the Commission, on Form S-3 or such other form
available to register for resale the Registrable Securities as a secondary
offering, and (iv) agree to such restrictions and limitations on the
registration and resale of the Registrable Securities, in each case as the
Commission may require in order for the Commission to allow each such
Registration Statement to become effective; provided, that in no
event may the Company name any Holder as an underwriter without such Holder’s
prior written consent (such restrictions and limitations on the registration and
resale, the “SEC
Restrictions”).  Unless the SEC Restrictions otherwise require,
any cut-back imposed pursuant to this Section 2(c) shall be
allocated among the Registrable Securities of the Holders on a pro rata
basis.  In addition, if the Company is, after compliance with the
requirements of Sections 2(a), (b) and
(c) unable to include all Registrable Securities in one or more
Registration Statements, unless the holders of a majority of the Registrable
Securities included in the Registration Statement agree otherwise, the Company
shall use its reasonable best efforts to first register the Shares, prior to the
registration of any Warrant Shares or Warrants.  No liquidated damages
under Section 6
shall accrue on or as to any Cut Back Shares, and the required Effectiveness
Date for such Registration Statement will be tolled, until such time as the
Company is able to effect the registration of the Cut Back Shares in accordance
with any SEC Restrictions (such date, the “Restriction Termination
Date”).  From and after the Restriction Termination Date, all
provisions of this Section 2 (including,
without limitation, the liquidated damages provisions, subject to tolling as
provided above) shall again be applicable to the Cut Back Shares (which, for
avoidance of doubt, retain their character as “Registrable Securities”) so that
the Company will be required to file with and cause to be declared effective by
the Commission such additional Registration Statements in the time frames set
forth herein as necessary to ultimately cause to be covered by effective
Registration Statements all Registrable Securities (if such Registrable
Securities cannot at such time be resold by the Holders thereof without volume
limitations pursuant to Rule 144).


    
      
         


      

      
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    (d)           Each
Holder agrees to furnish to the Company a completed Questionnaire in the form
attached to this Agreement as Annex B (a “Selling Holder
Questionnaire”).  The Company shall not be required to include
the Registrable Securities of a Holder in a Registration Statement and shall not
be required to pay any liquidated or other damages under Section 8 to any
Holder who fails to furnish to the Company a fully completed Selling Holder
Questionnaire at least two Trading Days prior to the Filing Date (subject to the
requirements set forth in Section 3(a)).

     

    3.           Registration
Procedures.

     

    In
connection with the Company’s registration obligations hereunder, the Company
shall:

     

    (a)           Not
less than five (5) Trading Days prior to the filing of a Registration Statement
or any related Prospectus or any amendment or supplement thereto, the Company
shall (i) furnish to each Holder copies  such Registration Statement,
prospectus, amendment or supplement proposed to be filed, which documents will
be subject to the review of such Holders, and (ii) cause its officers and
directors, counsel and independent registered public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of respective
counsel to each Holder, to conduct a reasonable investigation within the meaning
of the Securities Act.  The Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto to
which the Holders of a majority of the Registrable Securities shall reasonably
object, provided that, the Company is notified of such objection in writing no
later than five (5) Trading Days after the Holders have been so furnished copies
of a Registration Statement or amendments or supplements thereto or one (1)
Trading Day after the Holders have been so furnished copies of any related
Prospectus.  The Company shall not file a Registration Statement, any
Prospectus or any amendments or supplements thereto in which the “Selling
Stockholder” section thereof differs from the disclosure received from a Holder
in its Selling Holder Questionnaire (as amended or supplemented).  The
Company shall not file a Registration Statement, any Prospectus or any
amendments or supplements thereto in which it (i) characterizes any Holder
as an underwriter, (ii) excludes a particular Holder due to such Holder
refusing to be named as an underwriter, or (iii) reduces the number of
Registrable Securities being registered on behalf of a Holder except pursuant
to, in the case of subsection (iii), the Commission Positions, without, in each
case, such Holder’s express written authorization.


    
      
         


      

      
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    (b)           (i)  Prepare
and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness
Period, prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities and advise the Holders in writing when the Effectiveness
Period has expired; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424; (iii) respond as promptly as
reasonably practicable to any comments received from the Commission with respect
to each Registration Statement or any amendment thereto and, as promptly as
reasonably practicable, but no fewer than five (5) Trading Days after their
receipt from or prior to filing with the Commission, provide true and complete
copies of and permit counsel designated by the Holders to review each
Registration Statement, all amendments and supplements there to and all
correspondence from and to the Commission relating to such Registration
Statement that would not result in the disclosure to the Holders of material and
non-public information concerning the Company; and (iv) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with
respect to the Registration Statement(s) and the disposition of all Registrable
Securities covered by each Registration Statement.

     

    (c)           If
during the Effectiveness Period, the number of Registrable Securities at any
time exceeds 100% of the number of shares of Common Stock then registered in a
Registration Statement, then the Company shall file as soon as reasonably
practicable, but in any case prior to the applicable Filing Date, an additional
Registration Statement covering the resale by the Holders of not less than the
number of such Registrable Securities.

     

    (d)           Use
all reasonable best efforts to cause all Registrable Securities covered by each
Registration Statement to be listed on each securities exchange, interdealer
quotation system or other market on which similar securities issued by the
Company are then listed.

     

    (e)           Notify
the Holders as promptly as practicable (and, in the case of (i)(A) below, not
less than three Trading Days prior to such filing and, in the case of (v) below,
not less than three Trading Days prior to the financial statements in any
Registration Statement becoming ineligible for inclusion therein) and (if
requested by any such Person) confirm such notice in writing no later than one
Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed
to be filed; (B) when the Commission notifies the Company whether there will be
a “review” of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement (the Company shall provide true and
complete copies thereof and all written responses thereto to each of the
Holders, but not information which the Company believes would constitute
material and non-public information); and (C) with respect to each Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to a Registration Statement or
Prospectus or for additional information; (iii) of the issuance by the
Commission or any other Governmental Authority of any stop order suspending the
effectiveness of a Registration Statement covering any or all of the Registrable
Securities or the initiation of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose; (v) of the occurrence of any event or passage of
time that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in such Registration
Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any 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; and (vi) of the occurrence or existence of any
pending corporate development with respect to the Company that the Company
believes may be material and that, in the determination of the Company, makes it
not in the best interest of the Company to allow continued availability of a
Registration Statement or Prospectus, provided that, any
and all of such information shall remain confidential to each Holder until such
information otherwise becomes public, unless disclosure by a Holder is required
by law; provided, further, that
notwithstanding each Holder’s agreement to keep such information confidential,
each such Holder makes no acknowledgement that any such information is material,
non-public information.


    
      
         


      

      
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    (f)           Otherwise
use all reasonable best efforts to comply with all applicable rules and
regulations of the SEC under the Securities Act and the Exchange Act, including
Rule 172, notify the Investor promptly if the Company no longer satisfies the
conditions of Rule 172 and take such other actions as may be reasonably
necessary to facilitate the registration of the Registrable Securities
hereunder; and make available to its security holders, as soon as reasonably
practicable, but not later than the Availability Date (as defined below), an
earnings statement covering a period of at least twelve months, beginning after
the effective date of each Registration Statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act, including
Rule 158 promulgated thereunder (for the purpose of this Section 3(f), “Availability Date” means the
45th day following the end of the fourth fiscal quarter that includes the
effective date of such Registration Statement, except that, if such fourth
fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the
90th day after the end of such fourth fiscal quarter).

     

    (g)           Use
its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
of (i) any order stopping or suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

     

    (h)           Furnish
to each Holder and their legal counsel promptly after the same is prepared and
publicly distributed, filed with the Commission, or received by the Company (but
not later than three (3) Business Days after the filing date, receipt date or
sending date, as the case may be), without charge, at least one conformed copy
of each Registration Statement and any amendment thereto, including financial
statements and schedules, each preliminary prospectus, free-writing prospectus
and Prospectus and each amendment or supplement thereto, and each letter written
by or on behalf of the Company to the Commission or the staff of the Commission,
and each item of correspondence from the Commission or the staff of the
Commission, in each case, relating to such Registration Statement (other than
any portion thereof which contains information for which the Company has sought
confidential treatment), such number of copies of a Prospectus, including a
preliminary prospectus, any free-writing prospectus and all amendments and
supplements thereto and such other documents as each Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Holder that are covered by each Registration Statement, all
documents incorporated or deemed to be incorporated therein by reference to the
extent requested by such Person, and all exhibits to the extent requested by
such Person (including those previously furnished) promptly after the filing of
such documents with the Commission; provided, that any such item that is
available on the EDGAR system (or successor thereto) need not be furnished in
physical form.


    
      
         


      

      
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    (i)           The
Company shall use its reasonable best efforts to cooperate with any
broker-dealer through which a Holder proposes to resell its Registrable
Securities in effecting a filing with the FINRA Corporate Financing Department
pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company
shall pay the filing fee required by such filing within two (2) Business Days of
request therefor.

     

    (j)           Promptly
deliver to each Holder, without charge, as many copies of each Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may reasonably request.  The
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.

     

    (k)           Prior
to any public offering of Registrable Securities, register or qualify such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of all jurisdictions within the United States as any Holder may request, to keep
each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the Registration Statement(s); provided that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file a
general consent to service of process in any such jurisdiction.

     

    (l)           Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statement(s), which certificates shall be free, to
the extent permitted by the Purchase Agreement, of all restrictive legends, and
to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holders may request.

     

    (m)           Upon
the occurrence of any event contemplated by Section 3(e)(v), as
promptly as reasonably practicable, prepare a supplement or amendment, including
a post-effective amendment, to the affected Registration Statement(s) or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.


    
      
         


      

      
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    (n)           Upon
the earlier of (i) Rule 144(b)(i) becoming available to the Company, (ii) any
sale pursuant to Rule 144 (assuming the transferor is not an Affiliate of the
Company) or (iii) such time as a legend is no longer required under applicable
requirements of the Securities Act or other applicable Law (including
controlling judicial interpretations and pronouncements issued by the
Commission), the Company shall (A) deliver to the transfer agent for the Common
Stock (the “Transfer
Agent”) irrevocable instructions that the Transfer Agent shall reissue a
certificate representing shares of Common Stock without legends upon receipt by
such Transfer Agent of the legended certificates for such shares, together with
either (1) a customary representation by each Investor that Rule 144(b)(i) or
Rule 144 applies to the shares of Common Stock represented thereby or (2) in
connection with any sale of Common Stock by the Investor pursuant to the
registration contemplated by this Agreement, and (B) cause its counsel to
deliver to the Transfer Agent one or more blanket opinions to the effect that
the removal of such legends in such circumstances may be effected under the
Securities Act.  From and after the earlier of such dates, upon the
Investor’s written request, the Company shall promptly cause certificates
evidencing the Investor’s Securities to be replaced with certificates which do
not bear such restrictive legends, and Warrant Shares subsequently issued upon
due exercise of the Warrants shall not bear such restrictive legends provided
the provisions of clause (i) above are satisfied with respect to such Warrant
Shares.

     

    (o)           With
a view to making available to the Investor the benefits of Rule 144 (or its
successor rule) and any other rule or regulation of the Commission that may at
any time permit the Investor to sell shares of Common Stock to the public
without registration, the Company covenants and agrees to:  (i) make
and keep public information available, as those terms are understood and defined
in Rule 144, until the earlier of (A) six months after such date as all of
the Registrable Securities may be resold pursuant to Rule 144(b)(i)(1) or any
other rule of similar effect or (B) such date as all of the Registrable
Securities shall have been resold; (ii) file with the Commission in a timely
manner all reports and other documents required of the Company under the
Exchange Act; and (iii) furnish to the Investor upon request, as long as the
Investor owns any Registrable Securities, (A) a written statement by the Company
that it has complied with the reporting requirements of the Exchange Act, (B) a
copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report
on Form 10-Q, and (C) such other information as may be reasonably requested in
order to avail the Investor of any rule or regulation of the Commission that
permits the selling of any such Registrable Securities without
registration.

     

    (p)           Use
commercially reasonable efforts to take all other steps necessary or reasonably
required to effect the registration of the Registrable Securities covered by
each Registration Statement contemplated hereby.

     

    4.           Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Commission, (B) with respect to filings required to
be made with any Trading Market on which the Common Stock is then listed for
trading, (C) in compliance with applicable state securities or Blue Sky laws),
(ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities and of printing prospectuses if the
printing of prospectuses is reasonably requested by the holders of a majority of
the Registrable Securities included in the Registration Statement), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement.  In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder.


    
      
         


      

      
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    5.           Nomination of Investor
Directors.

     

    (a)           Interim Appointment of
Investor Directors.  From and after the Closing Date until the
First Director Expiration Date, the Investor may nominate two directors
(collectively, the “Investor
Directors”) to be elected to the Board.  From and after the
First Director Expiration Date until the Second Director Expiration Date, the
Investor may nominate one Investor Director.  Any such nominee for
Investor Director shall be subject to (a) the reasonable approval of the Board’s
Nominating and Corporate Governance Committee (the “Governance Committee”) (such
approval not to be unreasonably withheld, conditioned or delayed), and (b)
satisfaction of all legal and governance requirements regarding service as a
director of the Company; provided, that the
Company shall at the reasonable request of the Investor, so long as such request
is not inconsistent with applicable law or exchange requirements, amend or
modify any such requirements so as not to any way impede the right of the
Investor to nominate directors.  On the Closing Date, the Company
shall cause the following two initial Investor Directors to be elected and
appointed to the Board: Enrique Santacana and Andrew Tang.  The
Company from time to time shall take all actions necessary such that the number
of members on the Board shall (a) except as otherwise provided herein, consist
of no more than 5 non-Investor Directors until the First Director Expiration
Date, (b) except as otherwise provided herein, consist of no more than 6
non-Investor Directors from and after the First Director Expiration Date until
the Second Director Expiration Date, and (c) if necessary, be increased such
that there are sufficient seats on the Board for the Investor Directors to serve
on the Board and such vacancies (the “Investor Director Seats”)
shall be filled by the Investor Directors, effective as of the Closing Date (or,
if later, then the date that the Investor determines to appoint such Investor
Directors).  Each Investor Director appointed pursuant to this Section 5(a) shall
continue to hold office until such Investor Director’s term expires, subject,
however, to prior death, resignation, retirement, disqualification or
termination of term of office as provided in Section
5(c).

     

    (b)           Continuing Designation of
Investor Directors.  Until the Second Director Expiration Date,
at each meeting of the Company’s stockholders at which the election of directors
to the Investor Director Seats is to be considered, the Company shall, subject
to the provisions of Section 5(a) and
Section 5(c),
nominate the Investor Director(s) designated by the Investor for election to the
Board by the holders of voting capital stock and solicit proxies from the
Company’s stockholders in favor of the election of Investor
Directors.  Subject to the provisions of Section 5(a) and
Section 5(c),
the Company shall use all reasonable best efforts to cause each Investor
Director to be elected to the Board (including voting all unrestricted proxies
in favor of the election of such Investor Director and including recommending
approval of such Investor Director’s appointment to the Board) and shall not
take any action which would reasonably be expected to diminish the prospects of
such Investor Director(s) of being elected to the Board.


    
      
         


      

      
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    (c)           Termination of Investor
Director Designation Rights.  The right of the Investor to
designate two Investor Directors pursuant to Section 5(a) and
Section 5(b)
shall (i) automatically and without any action by the parties hereto, become a
right to designate one Investor Director from and after the First Director
Expiration Date, and (ii) terminate on the Second Director Expiration
Date.  If the right of the Investor to nominate one or more Investor
Directors terminates pursuant to the immediately preceding sentence, then (x) at
the First Director Expiration Date, the Investor Director selected by the
Investor, and (y) at the Second Director Expiration Date, each remaining
Investor Director, shall promptly submit his or her resignation as a member of
the Board and each applicable Sub Board with immediate effect.

     

    (d)           Resignation; Removal;
Vacancies.  Any elected Investor Director may resign from the
Board at any time by giving written notice to the Board.  The
resignation is effective without acceptance when the notice is given to the
Board, unless a later effective time is specified in the notice. So long as
the Investor retains the right to designate Investor Directors, the Company
shall use all reasonable best efforts to remove any Investor Director only if so
directed in writing by the Investor.  In the event of a vacancy on the
Board resulting from the death, disqualification, resignation, retirement or
termination of term of office of an Investor Director nominated by the Investor,
the Company shall use all reasonable best efforts to fill such vacancy with a
representative designated by the Investor as provided hereunder, in either case,
to serve until the next annual or special meeting of the stockholders (and at
such meeting, such representative, or another representative designated by the
Investor, will be elected to the Board in the manner set forth in Section
5(b).

     

    (e)           Fees and
Expenses.  The Investor Directors shall be entitled to
reimbursement of reasonable expenses incurred in such capacities, but shall not
otherwise be entitled to any compensation from the Company in such capacities as
Investor Directors.

     

    (f)           Subsidiary Boards;
Committees.  Subject to (a) the reasonable approval of the
Governance Committee (such approval not to be unreasonably withheld, conditioned
or delayed), and (b) satisfaction of all legal and governance requirements
regarding service as a director or member of any committee of the Company or any
of its Subsidiaries, at the request of the Investor, the Company shall cause the
Investor Directors to have proportional representation (relative to their
percentage on the whole Board, but in no event less than one representative) on
the boards (or equivalent governing body) of each Subsidiary (each, a “Sub Board”), and each
committee of the Board and each Sub Board.  The Company shall at the
reasonable request of the Investor, so long as such request is not inconsistent
with applicable law or exchange requirements, amend or modify any requirements
regarding service as a director or member of any committee of the Company or any
of its Subsidiaries.

     

    (g)           Reporting
Information.  With respect to each Investor Director designated
pursuant to the provisions of this Section 5, the
Investor shall use its reasonable best efforts to cause each Investor Director
to provide to the Company all necessary assistance and information related to
such Investor Director that is required under Regulation 14A under the Exchange
Act to be disclosed in solicitations of proxies or otherwise, including such
Person’s written consent to being named in the proxy statement (if applicable)
and to serving as a director if elected.


    
      
         


      

      
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    (h)           Directors and Officers
Insurance; Indemnification Agreements.  The Company shall
purchase and maintain directors’ and officers’ liability insurance policy
covering each Investor Director effective from the Closing Date (or such later
date as such Investor Director is appointed pursuant to Section 5(a) or Section 5(b) and
shall purchase and maintain for a period of not less than six years from the
date of any Investor Director’s death, resignation, retirement, disqualification
or termination of term of office as provided in 5(c), a directors’
and officers’ liability insurance tail policy for such Investor
Director.  The Company shall enter into a separate indemnification
agreement with each of the Investor Directors.

     

    6.           Participation
Right.

     

    (a)           From
and after the Closing Date until the date that is the first to occur of (i) the
expiration of the Warrant or (ii) the date upon which the Investor first owns
less than 2% of the issued and outstanding Common Stock as of such date, the
Investor shall have the right, at its election in accordance with this Section 6, to
participate in any Subsequent Issuance.  The Investor may elect to
provide all or any portion of its Pro Rata Portion of such Subsequent
Issuance.  For purposes hereof, “Pro Rata Portion” means a
fraction, the numerator of which is the number of shares of Common Stock
(including for these purposes, any Warrant Shares issued upon exercise of the
Warrant) the Investor beneficially owns as of such date, and the denominator of
which is the total number of shares of Common Stock issued and outstanding as of
such date.

     

    (b)           At
least thirty days prior to the anticipated consummation of any Subsequent
Issuance, the Company shall deliver a written notice (each, a “Subsequent Issuance Notice”)
to the Investor.  The Subsequent Issuance Notice shall disclose in
reasonable detail the proposed terms and conditions of the Subsequent Issuance,
the amount of proceeds intended to be raised thereunder and the identity, and
ownership of capital stock of the Company (if applicable), of any other
prospective participants in such Subsequent Issuance, and shall include a term
sheet or similar document relating thereto as an attachment.  The
Subsequent Issuance Notice shall constitute a binding offer to enter into the
Subsequent Issuance with the Investor, up to its Pro Rata Portion, on the terms
and conditions set forth in such Subsequent Issuance Notice.

     

    (c)           The
Investor may elect to participate in such Subsequent Issuance and shall have the
right, subject to Section 6(d) below,
to purchase its Pro Rata Portion of the Subsequent Issuance on the terms and
subject to the conditions specified in the Subsequent Issuance Notice by
delivering written notice of such election to the Company within twenty five
days after the delivery of the Subsequent Issuance Notice to the Investor (the
“Election
Period”).  If the Investor elects to participate in the
Subsequent Issuance, then the closing of the Subsequent Issuance shall occur on
the date specified in the Subsequent Issuance Notice or on such other date as
otherwise may be agreed by the Company and the Investor.  If the
Investor fails to deliver such election notice prior to the end of the Election
Period, then the Investor shall be deemed to have notified the Company that it
does not elect to participate in such Subsequent Issuance.


    
      
         


      

      
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    (d)           If
any portion of a Subsequent Issuance is not purchased by the Investor or the
Persons identified in the Subsequent Issuance Notice within sixty days after the
delivery of the relevant Subsequent Issuance Notice to the Investor on terms no
less favorable to the Company than those described in such Subsequent Issuance
Notice, then prior to consummating any subsequent Subsequent Issuance, the
Company must deliver a new Subsequent Issuance Notice to the Investor and
otherwise follow the procedures set forth in this Section 6 (and, for
the avoidance of doubt, the Investor will again have the right of participation
set forth above in this Section
6).

     

    (e)           Notwithstanding
any other provision in this Agreement to the contrary, the Investor’s right to
participate in any Subsequent Issuance shall be subject to such participation
not causing a violation of the Beneficial Ownership Limitation; provided,
however, that the Company shall use all commercially reasonable efforts to
discuss and explore ways to enable the Investor to participate in any Subsequent
Issuance in compliance with the Beneficial Ownership Limitation.

     

    7.           Delivery of Financial
Statements.

     

    (a)           For
so long as the Investor holds, or “beneficially owns” (within the meaning of
Rule 13d 3 under the Exchange Act) at least 2% of the shares of Common Stock of
the Company issued and outstanding at any time that the Company is not required
to file periodic reports with the Commission, the Company shall deliver to the
Investor:

     

    1.      as
soon as practicable, but in any event within ninety days after the end of each
fiscal year of the Company, for each of the Company and each of its
Subsidiaries, an income statement for such fiscal year, a balance sheet, and
statement of stockholder’s equity as of the end of such fiscal year, and a
statement of cash flows for such fiscal year, such year end financial reports to
be in reasonable detail, prepared in accordance with GAAP, and audited and
certified by a nationally recognized accounting firm selected by the Company and
reasonably acceptable to the Investor;

     

    2.      as
soon as practicable, but in any event within forty five days after the end of
each of the first three quarters of each fiscal year of the Company, for the
Company and each of its Subsidiaries, an unaudited income statement for such
quarter, statement of cash flows for such quarter and an unaudited balance sheet
as of the end of such quarter;

     

    3.      with
respect to the financial statements called for in subsection (2) of this Section 7(a)(3), an
instrument executed by the Chief Financial Officer or Chief Executive Officer of
the Company and certifying that such financial statements were prepared in
accordance with GAAP consistently applied with prior practice for earlier
periods (with the exception of footnotes that may be required by GAAP) and
fairly present in all material respects the financial condition of the Company
and its Subsidiaries and its results of operation for the period specified,
subject to year end audit adjustment;


    
      
         


      

      
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    4.      notices
of events that have had or would reasonably be expected to have a material and
adverse effect on the Company and its Subsidiaries, taken as a whole, as soon as
practicable following the occurrence of any such event; and

     

    5.      such
other information relating to the financial condition, business, prospects or
corporate affairs of the Company and its Subsidiaries as the  Investor
may from time to time reasonably request.

     

    Notwithstanding
the foregoing, at all times, the Company shall use reasonable best efforts to
deliver the financial statements listed in Sections 7(a)(1) and
7(a)(2)
promptly after such statements are internally available.

     

    (b)           Inspection.  For
so long as the Investor holds at least 5% of the shares of Common Stock of the
Company issued and outstanding at any time the Company is not required to file
periodic reports with the Commission, (A) the Company shall permit the Investor,
together with the Investor’s consultants and advisors, to visit and inspect the
Company’s and its Subsidiaries’ properties, to examine their respective books of
account and records and to discuss the Company’s and its Subsidiaries’ affairs,
finances and accounts with their respective officers and employees, all at such
reasonable times as may be requested by the Investor.

     

    8.           Events of Default and
Remedies.

     

    (a)           It
shall be considered an “Event
of Default” if:

     

    1.      a
Registration Statement is not declared effective by the Commission on or prior
to its required Effectiveness Date;

     

    2.      by
the Business Day immediately following the Effective Date, the Company shall not
have filed a “final” prospectus for the
Registration Statement with the Commission under Rule 424(b) in accordance with
the terms hereof (whether or not such a prospectus is technically required by
such Rule);

     

    3.      after
its Effective Date, without regard for the reason thereunder or efforts
therefor, such Registration Statement ceases for any reason to be effective and
available to the Holders as to all Registrable Securities to which it is
required to cover at any time prior to the expiration of its Effectiveness
Period for more than an aggregate of 60 Trading Days during any 12-month period
(which need not be consecutive);

     

    4.      after
a Registration Statement has been declared effective by the SEC, sales cannot be
made pursuant to such Registration Statement for any reason (including by reason
of a stop order or the Company’s failure to update the Registration Statement),
except as excused pursuant to Section 2(b);
or

     

    5.      the
Company defaults in any way with its obligations under Section 5 or Section 6, and such
default (other than with respect to Section 5 for which
there shall be no cure period) continues for longer than 30
days.


    
      
         


      

      
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    (b)           For
purposes of this Section 8, the date
on which such Event of Default occurs, or for purposes of clause (a)(3) the date
which such 60 Trading Day-period is exceeded, being referred to as “Event Date”), then in
addition to any other rights the Holders may have hereunder or under applicable
law, on each such Event Date and on each monthly anniversary of each such Event
Date (if the applicable Event shall not have been cured by such date) until the
applicable Event is cured, the Company shall pay to each Holder an amount in
cash, as partial liquidated damages and not as a penalty, equal to one percent
(1.0%) of the aggregate Per Share Purchase Price paid by such Holder for Shares
pursuant to the Purchase Agreement for the first 30 days of continuation of such
Event of Default, which amount shall increase by one percent (1.0%) each
thirtieth day thereafter that the applicable Event of Default has not been
cured, subject to a maximum amount of three percent (3.0%) per 30-day
period.  The parties agree that (1) the Company will not be liable for
liquidated damages under this Agreement with respect to any Cut Back Shares and
(2) in no event will the Company be liable for liquidated damages under this
Agreement in excess of one percent (1.0%) of the aggregate Investment Amount of
the Holders in any 30-day period and the maximum aggregate liquidated damages
payable to a Holder under this Agreement shall be three percent (3.0%) of the
aggregate Per Share Purchase Price paid by such Holder pursuant to the Purchase
Agreement per 30-day period.  The partial liquidated damages pursuant
to the terms hereof shall apply on a daily pro-rata basis for any portion of a
month prior to the cure of an Event, and shall cease to accrue (unless earlier
cured) upon the expiration of the Effectiveness Period.  The period
during which an Event of Default is continuing is referred to herein as a “Blackout
Period”.  If the Company fails to pay any partial liquidated
damages pursuant to this Section 8 in full
within seven days after the date payable, the Company will pay interest thereon
at a rate of 18% per annum (or such lesser maximum amount that is permitted to
be paid by applicable law) to the Holder, accruing daily from the date such
partial liquidated damages are due until such amounts, plus all such interest
thereon, are paid in full.  The payments described above shall not
affect the right of the Investors to seek any other relief including injunctive
relief or request registration pursuant to Section
2.  The amounts payable pursuant to this paragraph shall be
paid monthly within five Business Days of the last day of each month following
the commencement of the Blackout Period until the termination of the Blackout
Period.  Such payments shall be made to the Investor in
cash.

     

    
      
        
        

      

      
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    9.           Indemnification.


    (a)           Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under
a margin call of Common Stock), investment advisors, partners, members and
employees (and any other Persons with a functionally equivalent role of a Person
holding such titles, notwithstanding a lack of such title or any other title) of
each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, members, stockholders, partners, agents and employees (and
any other Persons with a functionally equivalent role of a Person holding such
titles, notwithstanding a lack of such title or any other title) of each such
controlling Person, to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, contingencies, costs
(including, without limitation, reasonable costs of preparation and reasonable
attorneys’ fees and disbursements and other expenses incurred in connection with
investigating, preparing or defending any action, claim or proceeding, pending
or threatened and the costs of enforcement thereof) and expenses (collectively,
“Losses”), as incurred,
arising out of or relating to (1) any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, (2) any blue sky application or other document executed by the
Company specifically for that purpose or based upon written information
furnished by the Company filed in any state or other jurisdiction in order to
qualify any or all of the Registrable Securities under the securities laws
thereof, (3) any failure to register or qualify the Registrable Securities
included in any such Registration Statement in any state where the Company or
its agents has affirmatively undertaken or agreed in writing that the Company
will undertake such registration or qualification on any Investor’s behalf, and
will reimburse for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, contingency or expense or (4) any violation or alleged violation by
the Company or its agents of the Securities Act, the Exchange Act or any state
securities law, or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, except to the extent, but
only to the extent, that (i) such untrue statements or omissions are based
solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder and was reviewed and expressly approved in
writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto
or (ii) in the case of an occurrence of an event of the type specified in Section 3(e)(ii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or defective
and prior to the receipt by such Holder of any Advice or an amended or
supplemented Prospectus, but only if and to the extent that following the
receipt of the Advice or the amended or supplemented Prospectus the misstatement
or omission giving rise to such Loss would have been corrected.  The
Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.

     

    (b)           Indemnification by
Holders. Each Holder shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, arising solely out of
or based solely upon: (x) such Holder’s failure to comply with the prospectus
delivery requirements of the Securities Act or (y) any untrue statement of a
material fact contained in any Registration Statement, any Prospectus, or in any
amendment or supplement thereto, or arising solely out of or based solely upon
any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading to the extent, but only to the extent
that, (1) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use in such Registration Statement or such Prospectus, such
Prospectus or in any amendment or supplement thereto or (2) in the case of an
occurrence of an event of the type specified in Section 3(e)(ii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated
or  defective and prior to the receipt by such Holder of an Advice or
an amended or supplemented Prospectus, but only if and to the extent that
following the receipt of the Advice or the amended or supplemented Prospectus
the misstatement or omission giving rise to such Loss would have been
corrected.  In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.


    
      
         


      

      
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    (c)           Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the
failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court
of competent jurisdiction (which determination is not subject to appeal or
further review) that such failure shall have proximately and materially
adversely prejudiced the Indemnifying Party.

     

    An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party).  The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, which
consent shall not be unreasonably withheld, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.

     

    All fees
and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the
Indemnifying Party may require such Indemnified Party to undertake to reimburse
all such fees and expenses to the extent it is finally judicially determined
that such Indemnified Party is not entitled to indemnification
hereunder).

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    (d)           Contribution.  If
a claim for indemnification under Section 9(a) or 9(b) is unavailable
to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses (by reason of public policy or otherwise), then each Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in Section
9(c), any reasonable attorneys’ or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

     

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 9(d) were
determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to in the
immediately preceding paragraph.  Notwithstanding the provisions of
this Section
9(d), no Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the proceeds actually received by such
Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.

     

    The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

     

    10.         Miscellaneous.

     

    (a)           Remedies.  In
the event of a breach by the Company or by a Holder, of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    (b)           No Piggyback on
Registrations.  Except as set forth on Schedule 10(b)
attached hereto or as otherwise agreed in writing by the
Investor,  neither the Company nor any of its security holders (other
than the Holders in such capacity pursuant hereto) may include securities of the
Company in a Registration Statement other than the Registrable Securities, and
the Company shall not during the Effectiveness Period file any other
registration statements until all Registrable Securities are registered pursuant
to a Registration Statement that is declared effective by the Commission,
provided that this Section 10(b) shall
not prohibit the Company from filing amendments to registration statements filed
prior to the date of this Agreement.

     

    (c)           Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

     

    (d)           Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(e), such
Holder will forthwith discontinue disposition of such Registrable Securities
under the Registration Statement until such Holder’s receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has
received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus or Registration
Statement.  The Company will use its best efforts to ensure that the
use of the Prospectus may be resumed as promptly as is
practicable.  The Company agrees and acknowledges that any periods
during which the Holder is required to discontinue the disposition of the
Registrable Securities hereunder shall be subject to the provisions of Section
2(b).

     

    (e)           Piggy-Back
Registrations.  If at any time during the Effectiveness
Period  there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and
file with the Commission a registration statement relating to an offering for
its own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall deliver to each Holder written notice of
such determination and, if within fifteen calendar days after delivery of such
notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities
such Holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.

     

    (f)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this Section 10(f), may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and the Holders of no less than a majority in interest
of the then outstanding Registrable Securities.  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of certain Holders and that
does not directly or indirectly affect the rights of other Holders may be given
by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates; provided, further
that no amendment or waiver to any provision of this Agreement relating to
naming any Holder or requiring the naming of any Holder as an underwriter may be
effected in any manner without such Holder’s prior written
consent.  Section 2(a) may
not be amended or waived except by written consent of each Holder affected by
such amendment or waiver.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    (g)           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile (provided the sender receives a
machine-generated confirmation of successful transmission) at the facsimile
number specified in this Section prior to 6:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a Trading Day or later than 6:30
p.m. (New York City time) on any Trading Day, (c) the Trading Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier
service, or (d) upon actual receipt by the party to whom such notice is required
to be given.  The address for such notices and communications shall be
as follows:

     

    
      	
              If
      to the Company:

            	
              ECOtality,
      Inc.

            
	 
      	
              Four
      Embarcadero Center, Suite 3720

            
	 
      	
              San
      Francisco, CA 94111

            
	 
      	
              Facsimile:  (415)
      992-3001

            
	 
      	
              Attn:  Chief
      Executive Officer

            
	 
      	 
      
	
              With
      a copy to:

            	
              Farella
      Braun + Martel LLP

            
	 
      	
              Russ
      Building

            
	 
      	
              235
      Montgomery Street, 17th floor

            
	 
      	
              San
      Francisco, CA  94104

            
	 
      	
              Facsimile:  (415)
      954-4480

            
	 
      	
              Attn.:  Samuel
      Dibble / Bruce Maximov

            
	 
      	 
      
	
              If
      to an Investor:

            	
              ABB
      Technology Ventures Ltd.

            
	 
      	
              Affolternstrasse
      44

            
	 
      	
              P.O.
      Box

            
	 
      	
              CH-8050

            
	 
      	
              Zurich/Switzerland

            
	 
      	
              Attn.:
      Girish Nadkarni

            
	 
      	 
      
	
              With
      a copy to:

            	
              ABB
      Ltd.

            
	 
      	
              EC-LC

            
	 
      	
              Affolternstrasse
      44

            
	 
      	
              8050
      Zurich

            
	 
      	
              SWITZERLAND

            
	 
      	
              Attn:  Diane
      Desaintvictor, Executive Vice President,

            
	 
      	
              General
      Counsel & Secretary

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    
      	 
      	
              And

            
	 
      	 
      
	 
      	
              Kirkland
      & Ellis LLP

            
	 
      	
              601
      Lexington Avenue

            
	 
      	
              New
      York, New York  10022

            
	 
      	
              Facsimile:  (212)
      446-4900

            
	 
      	
              Attn.:  Thomas
      Christopher

            
	 
      	
              Christopher
      Kitchen

            


    

     

    or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.

     

    (h)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  The Company may not assign
its rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign their respective rights hereunder in
the manner and to the Persons as the Investor’s rights under the Purchase
Agreement are permitted to be transferred.

     

    (i)           No Inconsistent
Agreements. Neither the Company nor any of its Subsidiaries has entered,
as of the date hereof, nor shall the Company or any of its Subsidiaries, on or
after the date of this Agreement, enter into any agreement with respect to its
securities, that would have the effect of impairing the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions
hereof.  Except as set forth on Schedule 10(i),
neither the Company nor any of its Subsidiaries has previously entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.

     

    (j)           Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement.  In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile or “.pdf” signature page were the
original thereof.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    (k)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts executed in and to be performed in that State, without
regard to the principles of conflicts of law thereof or any other
jurisdiction.  Each party agrees that all Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
Affiliates, employees or agents) will be commenced in the New York
Courts.  Each party hereto 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, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
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 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.  EACH PARTY
HERETO 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
REPRESENTS AND WARRANTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.  If either party shall commence a Proceeding to enforce any
provisions of this Agreement, then the prevailing party in such Proceeding shall
be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
Proceeding.

     

    (l)           Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

     

    (m)           Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.

     

    (n)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the provisions hereof.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;

    SIGNATURE
PAGES TO FOLLOW]


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


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

     

    
      
        
          	
                  ECOTALITY,
      INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Jonathan Read

                
	 
      	
                  Name:  Jonathan
      Read

                
	
                   
      

                	
                  Title:  President
      and CEO

                


        

      

    

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;

    SIGNATURE
PAGES OF INVESTORS TO FOLLOW]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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

    


    
      
        	
                ABB TECHNOLOGY VENTURES LTD.

              
	 
      	 
      
	
                By:

              	
                /s/ Girish Nadkarni

              
	 
      	
                Name:  Girish Nadkarni

              
	 
      	
                Title:  Managing Director

              
	 
      	 
      
	
                By:

              	
                /s/ Natascia Rubinic

              
	 
      	
                Name:  Natascia Rubinic

              
	 
      	
                Title:  Authorized Signatory

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Annex A

     

    FORM
OF PLAN OF DISTRIBUTION

     

    We and
the selling stockholder may sell the securities offered under this prospectus
through agents, underwriters or dealers, or directly to one or more purchasers.
As used in this prospectus, the term selling stockholder includes donees,
pledgees, transferees or other successors-in-interest selling shares of common
stock or interests in shares of common stock received after the date of this
prospectus from the selling stockholder as a gift, pledge, partnership
distribution or other transfer.

     

    We or the
selling stockholder may designate agents who agree to use their reasonable
efforts to solicit purchases for the period of their appointment or to sell
securities on a continuing basis. We may include shares of the selling
stockholder in conjunction with underwritten sales by us of shares of our common
stock.

     

    If we or
the selling stockholder use underwriters for a sale of securities, the
underwriters will acquire the securities for their own account. The underwriters
may resell the securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase the
securities will be subject to the conditions stated in the applicable
underwriting agreement. The underwriters will be obligated to purchase all the
securities of the series offered if any of the securities of that series are
purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to
time.

     

    We and
the selling stockholder may sell securities directly to one or more purchasers
without using underwriters or agents.

     

    Sales of
common stock hereunder also may be effected by the selling stockholder from time
to time in one or more types of transactions on the Nasdaq Stock Market or any
other national securities exchange or automated quotation system on which our
common stock may be listed at the time of sale, in the over-the-counter market,
in transactions otherwise than on such exchanges or the over-the-counter market,
including negotiated transactions, ordinary brokers’ transactions, through
options transactions relating to the shares, or a combination of such methods of
sale, at market prices prevailing at the time of sale, at negotiated prices or
at fixed prices. The selling stockholder may also sell shares of common stock in
block trades in which the broker-dealer will attempt to sell the shares as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction, in an exchange distribution in accordance with the
rules of the applicable exchange, in short sales effected after the date the
registration statement of which this prospectus is a part is declared effective
by the SEC.

     

    The
selling stockholder and underwriters, dealers and agents that participate in the
distribution of the securities may be underwriters as defined in the Securities
Act, and any discounts or commissions they receive from us and any profit on
their resale of the securities may be treated as underwriting discounts and
commissions under the Securities Act. The applicable prospectus supplement will
identify any underwriters, dealers or agents and will describe their
compensation. We or the selling stockholder may have agreements with the
underwriters, dealers and agents to indemnify them against certain civil
liabilities, including liabilities under the Securities Act. Underwriters,
dealers and agents may engage in transactions with or perform services for us or
our subsidiaries in the ordinary course of their business.


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    Unless
otherwise specified in the applicable prospectus supplement, each class or
series of securities will be a new issue with no established trading market,
other than the common stock, shares of which are listed on the Nasdaq Stock
Market. We may elect to list any other class or series of securities on any
exchange, but we are not obligated to do so. It is possible that one or more
underwriters may make a market in a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot give any assurance as to the
liquidity of the trading market for any of the securities.

     

    We or the
selling stockholder may enter into derivative transactions with third parties,
or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or
the selling stockholder or borrowed from us, the selling stockholder or others
to settle those sales or to close out any related open borrowings of stock, and
may use securities received from us in settlement of those derivatives to close
out any related open borrowings of stock. We or the selling stockholder may also
loan or pledge securities covered by this prospectus and any applicable
prospectus supplement to third parties, who may sell the loaned securities or,
in an event of default in the case of a pledge, sell the pledged securities
pursuant to this prospectus and any applicable prospectus supplement (or a
post-effective amendment).

     

    Any
underwriter may engage in over-allotment, stabilizing transactions,
short-covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Over-allotment involves sales in excess of the offering
size, which create a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Short-covering transactions involve purchases of the
securities in the open market after the distribution is completed to cover short
positions. Penalty bids permit the underwriters to reclaim a selling concession
from a dealer when the securities originally sold by the dealer are purchased in
a covering transaction to cover short positions. Those activities may cause the
price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time.

     

    The
selling stockholder is subject to the applicable provisions of the Exchange Act
and the rules and regulations under the Exchange Act, including Regulation M.
This regulation may limit the timing of purchases and sales of any of the shares
of common stock offered in this prospectus by the selling stockholder. The
anti-manipulation rules under the Exchange Act may apply to sales of shares in
the market and to the activities of the selling stockholder and its affiliates.
Furthermore, Regulation M may restrict the ability of any person engaged in the
distribution of the shares to engage in market-making activities for the
particular securities being distributed for a period of up to five business days
before the distribution. The restrictions may affect the marketability of the
shares and the ability of any person or entity to engage in market-making
activities for the shares.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

     

    To the
extent required, this prospectus may be amended and/or supplemented from time to
time to describe a specific plan of distribution. Instead of selling the shares
of common stock under this prospectus, the selling stockholder may sell the
shares of common stock in compliance with the provisions of Rule 144 under the
Securities Act, if available, or pursuant to other available exemptions from the
registration requirements of the Securities Act.

     

    We have
advised the selling stockholder that the anti-manipulation rules of Regulation M
under the Exchange Act may apply to sales of shares in the market and to the
activities of the selling stockholder and its affiliates. In addition, we will
make copies of this prospectus (as it may be supplemented or amended from time
to time) available to the selling stockholder for the purpose of satisfying the
prospectus delivery requirements of the Securities Act. The selling stockholder
may indemnify any broker-dealer that participates in transactions involving the
sale of the shares against certain liabilities, including liabilities arising
under the Securities Act.

     

    We have
agreed to indemnify the selling stockholder against liabilities, including
liabilities under the Securities Act and state securities laws, relating to the
registration of the shares offered by this prospectus.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    Annex B

     

    ECOTALITY,
INC.

     

    Selling
Securityholder Notice and Questionnaire

     

    The
undersigned beneficial owner of common stock (the “Common Stock”), of ECOtality,
Inc., a Nevada corporation (the “Company”), understands that
the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a Registration
Statement for the registration and resale of the Registrable Securities, in
accordance with the terms of the Investor Rights Agreement, dated as of January
13, 2011 (the “Investor Rights
Agreement”), among the Company and the Investors named
therein.  A copy of the Investor Rights Agreement is available from
the Company upon request at the address set forth below.  All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed thereto in the Investor Rights Agreement.

     

    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

     

    
      
        	
                1.

              	
                Name.

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              Full
      Legal Name of Selling
Securityholder

            


    

     

    
      
        	
                 

              	
                 

              


      

    

    


    
      
        	
                 
      

              	
                (b)

              	
                Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities Listed in Item 3 below are
    held:

              
	 	 	 
	 	 	 


      

    

    


    
      
        	
                 
      

              	
                (c)

              	
                Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by the questionnaire):

              
	 	 	 
	 	 	 


      

    

     

    2.  Address
for Notices to Selling Securityholder:

     

    
      
        
          
            	 
      
	 
      
	 
      


          

        

        
          
            
              	
                      Telephone: 

                    	
                        

                    


            

          

          
            	
                    Fax: 

                  	
                      

                  


          

          
            	
                    Contact Person: 

                  	
                      

                  


          

        

      

    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    
      3.  Beneficial
Ownership of Registrable Securities:

    

     

    
      
        	
                 
      

              	
                Type
      and Amount of Registrable Securities beneficially
owned:

              
	 	 
	 	 
	 	 
	 	 


      

    

     

    
      4.  Broker-Dealer
Status:

    

     

    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
            	
              Note:

            	
              If
      yes, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Are
      you an affiliate of a
broker-dealer?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
               
      

            	
              (c)

            	
              If
      you are an affiliate of a broker-dealer, do you certify that you bought
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
            	
              Note:

            	
              If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      5.  Beneficial
Ownership of Other Securities of the Company Owned by the Selling
Securityholder.

    

     

    Except
as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.

     

    
      
        	
                 
      

              	
                Type
      and Amount of Other Securities beneficially owned by the Selling
      Securityholder:

              
	 	 
	 	 
	 	 


      

    


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    

    


    
      6.  Relationships
with the Company:

    

     

    Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

     

    
      
        	
                 
      

              	
                State
      any exceptions here:

              
	 	 
	 	 
	 	 


      

    

     

    The
Company has advised each Selling Stockholder that it is the view of the
Commission that it may not use shares registered on the Registration Statement
to cover short sales of Common Stock made prior to the date on which the
Registration Statement is declared effective by the Commission, in accordance
with 1997 Securities and Exchange Commission Manual of Publicly Available
Telephone Interpretations Section A.65.  If a Selling Stockholder uses
the prospectus for any sale of the Common Stock, it will be subject to the
prospectus delivery requirements of the Securities Act.  The Selling
Stockholders will be responsible to comply with the applicable provisions of the
Securities Act and Exchange Act, and the rules and regulations thereunder
promulgated, including, without limitation, Regulation M, as applicable to such
Selling Stockholders in connection with resales of their respective shares under
the Registration Statement.

     

    The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
and prior to the Effective Date for the Registration Statement.

     

    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 6 and the inclusion of such
information in the Registration Statement and the related
prospectus.  The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Registration Statement and the related prospectus.

     

    IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Selling Securityholder Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.

     

    
      
        	
                Dated: 

              	 
      	 
      	
                Beneficial Owner: 

              	
                  

              


      

    

    


    
      
        	 
      	 
      	
                By: 

              	
                  

              
	 
      	 
      	
                 

              	

                Name: 
      

              
	 
      	
                  

              	
                 

              	

                Title: 
      

              


      

    


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    

    


    PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    ECOtality,
Inc.

    Four
Embarcadero Center, Suite 3720

    San
Francisco, CA 94111

    Facsimile:  (415)
992-3001

    Attn:  Chief
Executive Officer


    
      
         


      

      
        B-4