Unassociated Document


    Exhibit
10.46

    


    FIRST
AMENDMENT TO

    REGISTRATION
RIGHTS AGREEMENT

    


    THIS
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on
September 28,
2009 by and among Ecotality, Inc., a Nevada corporation
(the “Company”), Enable Growth Partners
LP (“Enable”), BridgePointe Master Fund
Ltd. (“BridgePointe”),
and Shenzhen Goch Investment Ltd. (“SGI” and, together with Enable
and BridgePointe, the “Purchasers”).  Capitalized
terms not defined in this Agreement shall have the meanings ascribed to such
terms in the July 2009 RRA (as defined below).

    


    Recitals

    


    WHEREAS, the Company and the
Purchasers entered into that certain Registration Rights Agreement, dated as of
July 2, 2009 (the “July
RRA”); and

    


    WHEREAS, the Company and the
Purchasers now desire that certain terms of the July 2009 RRA be modified and
are entering into this Agreement to document their agreement regarding such
modifications.

    


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

    


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

    


    
      	
               
      

            	
              B.

            	
              Amendments to July
      2009 RRA.  The parties hereby amend the July 2009 RRA as
      set forth below:

            


    

    


    1.     
      Definition of “Effectiveness
Date”.  The Definition of the term “Effectiveness Date”
contained in Section 1 of the July 2009 RRA is hereby deleted and replaced in
its entirety with the following:

    


    ““Effectiveness Date”
means, with respect to the Initial Registration Statement required to be filed
hereunder, February 1, 2010 (or, in the event of a “full review” by the
Commission, March 1, 2010) and with respect any additional Registration
Statements which may be required pursuant to Section 3(c), the 90th
calendar day following the date on which an additional Registration Statement is
required to be filed hereunder; provided, however,
that in the event the Company is notified by the Commission that one or more of
the above Registration Statements will not be reviewed or is no longer subject
to further review and comments, the Effectiveness Date as to such Registration
Statement shall be the fifth Trading Day following the date on which the Company
is so notified if such date precedes the dates otherwise required
above.”


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    2.      
     Definition of “Filing
Date”.  The Definition of the term “Filing Date” contained in
Section 1 of the July 2009 RRA is hereby deleted and replaced in its entirety
with the following:

    


    ““Filing Date” means,
with respect to the Initial Registration Statement required hereunder, November
2, 2009 and, with respect to any additional Registration Statements which may be
required pursuant to Section 3(c), the earliest practical date on which the
Company is permitted by SEC Guidance to file such additional Registration
Statement related to the Registrable Securities.”

    


    3.        
   No
Further Amendments.  Except as set forth above, the July 2009
RRA shall remain in full force and effect in accordance with its
terms.

    


    4.         
  Counterparts.  This
Agreement may be executed in counterparts and delivered by facsimile and all so
executed and delivered shall constitute a single original.

    


    [signature
page follows]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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

    


    ECOTALITY, INC., a Nevada
corporation


    
      


      
        
          	
                   By: 

                	
                  /s/ Jonathan
Read

                


        

      

      
        
          	
                  Name: 

                	
                  Jonathan
Read

                


        

      

      
        
          	
                  Title: 

                	
                  CEO

                


        

      



    BRIDGEPOINTE
MASTER FUND LTD.

    
      


      
        
          	
                   By: 

                	
                  /s/ Eric S.
  Swartz

                


        

      

      
        
          	
                  Name: 

                	
                  Eric S.
Swartz

                


        

      

      
        
          	
                  Title: 

                	
                  Director

                


        

      



    ENABLE GROWTH PARTNERS
LP

    
      


      
        
          	
                   By: 

                	
                        
                    /s/ Brendan
      O’
Neil

                  

                


        

      

      
        
          	
                  Name: 

                	
                  Brendan O’
Neil

                


        

      

      
        
          	
                  Title: 

                	
                  President and
CIO

                


        

      



    SHENZHEN
GOCH INVESTMENT LTD.

    
      


      
        
          	
                   By: 

                	
                        
                    /s/ Daryl
      Magana

                  

                


        

      

      
        
          	
                  Name: 

                	
                  Daryl
Magana

                


        

      

      
        
          	
                  Title: 

                	
                        
                    Authorized
      Representative