EXECUTION VERSION




  


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of March 13, 2012, by and among ECOtality, Inc., a
Nevada corporation (the “Company”), and ABB Technology Ventures Ltd (the “Investor”).


 


RECITALS


 


WHEREAS, the Company
and the Investor entered into that certain Convertible Note Purchase Agreement, dated as of March 13, 2012 (the “Purchase
Agreement”), pursuant to which the Company agreed to issue to the Investor an Unsecured Convertible Note in the principal
amount of $5,000,000 (the “Note”); and


 


WHEREAS, to induce
the Investor to consummate the transactions contemplated by the Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act (as defined herein).


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other valuable consideration received, and with the intent to be legally
bound, 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 7(d).


 


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


 


“Blackout Period”
has the meaning set forth in Section 5(b).


 


“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 5(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 60th
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.


 


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


 


“Indemnified
Party” has the meaning set forth in Section 6(c).


 


“Indemnifying
Party” has the meaning set forth in Section 6(c).


 






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


 


“Losses”
has the meaning set forth in Section 6(a).


 


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


 


“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 the Conversion Shares and any securities issued or issuable in connection with any adjustment provisions
in the Note 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 Conversion Shares.


 


“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.


 






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“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.


 


“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.


 


“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).


 


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


 


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


 


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 Note 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). 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 Note (whether due to an adjustment under the Note 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, 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 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. 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 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 5 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 of 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 thereto 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 (3) Trading Days prior to such filing
and, in the case of (v) below, not less than three (3) 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
(1) 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)          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 Conversion Shares 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 Conversion Shares represented thereby or (2) in connection with any sale of Conversion Shares
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 Conversion Shares to be replaced with certificates which do not bear such restrictive
legends, and Conversion Shares subsequently issued upon due exercise of the Note shall not bear such restrictive legends provided
the provisions of clause (i) above are satisfied with respect to such Conversion 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.


 


(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.             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 and Warrants 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); or


 


(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).


 


(b)          For
purposes of this Section 5, 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, shall be referred to as an “Event Date.” 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 of Default shall not have been cured by such date) until the applicable Event of Default 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 Conversion Price on the Closing Date 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 Conversion Price on the Closing Date pursuant to the Purchase Agreement. 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 of Default, 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 5 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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6.            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.


 






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(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.


 


(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.


 






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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).


 


(d)          Contribution.
If a claim for indemnification under Section 6(a) or 6(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 6(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.


 






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The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 6(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 6(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.


 


7.            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.


 


(b)          No
Piggyback on Registrations. Except 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 7(b) shall not prohibit the Company from filing amendments to registration statements filed
prior to the date of this Agreement.


 






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(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 (15) 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 eligible for inclusion on such registration
statement that 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 7(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, that a waiver or
consent that relates to the Note will be deemed to also relate to the Conversion Shares underlying such Note; 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.


 






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(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.  

        Post Montgomery Center

        One Montgomery Street, Suite 2525

        San Francisco, CA 94104

        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 ZurichSWITZERLAND


Attn: Diane Desaintvictor, Executive Vice
President,General Counsel


& Secretary

         

	 	
        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.


 






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(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.  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.


 


(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.


 






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(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.


 


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


 





	 	ECOTALITY, INC.
	 	 	 
	 	By:	/s/ Jonathan R. Read
	 	 	Name:  Jonathan R. Read
	 	 	Title:  President and CEO


 


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IN WITNESS WHEREOF, the
parties have executed this Registration 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/ Andrew Tang
	 	 	Name: Andrew Tang
	 	 	Title: Managing Director