REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, by and among Enerpulse Technologies, Inc., a
Nevada corporation, with headquarters located at 2451 Alamo Ave SE, Albuquerque, New Mexico 87106 (the “Company”),
and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).


 


WHEREAS:


 


A.In
connection with (1) the Securities Purchase Agreement by and among the Company and Passaic River Capital LLC of even date herewith
(the “Passaic Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions
of the Passaic Securities Purchase Agreement, to issue and sell to Passaic (i) senior secured convertible notes of the Company
(the “Passaic Notes”), which will, among other things, be convertible (upon conversion, interest or otherwise)
into the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the shares of Common
Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion and as interest, collectively,
the “Passaic Conversion Shares”) and (ii) 8,975,904 shares (the “Shares”) of Common Stock;
and (2) the Securities Purchase Agreement by and among the Company and the investors named therein of even date herewith (the
“Other Securities Purchase Agreement” and collectively with the Passaic Securities Purchase Agreement, the
“Securities Purchase Agreements”), the Company has agreed, upon the terms and subject to the conditions of
the Other Purchase Agreement, to issue and sell to each Buyer other than Passaic River Capital LLC senior subordinated secured
convertible notes of the Company (the “Other Notes” and collectively with the Passaic Notes, the “Notes”),
which will, among other things, be convertible (upon conversion, interest or otherwise) into the Common Stock (the shares of Common
Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion and as interest, collectively,
the Other Conversion Shares” and collectively with the Passaic Conversion Shares, the “Conversion Shares”).


 


B.In
accordance with the terms of the Securities Purchase Agreements, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws.


 


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


 




    	 	 	 



    	 



    


 


1.Definitions.


 


Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreements.
As used in this Agreement, the following terms shall have the following meanings:


 


(a)“Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


(b)“Closing
Date” shall have the meaning set forth in the Securities Purchase Agreements.


 


(c)“Cutback
Shares” means any of the Required Registration Amount of Registrable Securities not included in a Registration Statement
hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered
by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback Shares, in order to determine the Required
Registration Amount, unless an Investor gives written notice to the Company to the contrary with respect to the allocation of
its Cutback Shares, first the Conversion Shares shall be excluded on a pro rata basis among the Investors until all of the Conversion
Shares have been excluded, and second the Shares shall be excluded on a pro rata basis among the Investors until all of the Shares
have been excluded.


 


(d)“Effective
Date” means the date that the Registration Statement has been declared effective by the SEC.


 


(e)“Effectiveness
Deadline” means the date which is the earlier of (x) (i) in the event that the Registration Statement is not subject
to a full review by the SEC, one hundred and twenty (120) calendar days after the Closing Date or (ii) in the event that the Registration
Statement is subject to a full review by the SEC, one eighty fifty (180) calendar days after the Closing Date and (y) the fifth
(5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that
such Registration Statement will not be reviewed or will not be subject to further review; provided, however, that
if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness
Deadline shall be extended to the next Business Day on which the SEC is open for business.


 


(f)“Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., the NYSE MKT LLC, The NASDAQ Capital Market,
The NASDAQ Global Select Market, The Nasdaq Global Market or the OTC QB.


 


(g)“Filing
Date” means the date on which the Registration Statement is filed with the SEC.


 


(h)“Filing
Deadline” means the date which is ninety (90) calendar days after the Closing Date.


 


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


 




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


 


(k)“Principal
Market” means the OTCQB.


 


(l)“register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


(m)“Registrable
Securities” means (i) the Conversion Shares issued or issuable pursuant to the terms of the Notes, (ii) the Shares and
(iii) any capital stock of the Company issued or issuable with respect to the Notes, the Conversion Shares, the Shares as a result
of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any
limitations on conversion, amortization and/or redemption of the Notes.


 


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


 


(o)“Required
Holders” means the holders of at least a majority of the Registrable Securities.


 


(p)“Required
Registration Amount” means the 120% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant
to the Notes as of the Trading Day immediately preceding the applicable date of determination and subject to adjustment as provided
in Section 2(f), without regard to any limitations on conversion, and/or redemption of the Notes and (ii) the Shares; provided
that the Required Registration Amount shall not include any applicable Cutback Shares.


 


(q)“Rule
415” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous
or delayed basis.


 


(t)“SEC”
means the United States Securities and Exchange Commission.


 


(u)“Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during
the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 




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2.Registration.


 


(a)Mandatory
Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file
with the SEC the Registration Statement on Form S-1 covering the resale of all of the Required Registration Amount of the Registrable
Securities. In the event that Form S-1 is unavailable for such a registration, the Company shall use such other form as is available
for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of
Section 2(e). The Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common
Stock equal to the Required Registration Amount determined as of the date the Registration Statement is initially filed with the
SEC, subject to adjustment as provided in Section 2(f). The Registration Statement shall contain (except if otherwise directed
by the Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections
in substantially the form attached hereto as Exhibit A. The Company shall use its reasonable best efforts to have the Registration
Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30
a.m. New York time on the Business Day following the Effective Date, the Company shall file with the SEC in accordance with Rule
424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 


(b)Intentionally
omitted.


 


(c)Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on
the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number
of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells
or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion
of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares
of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable
Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number
of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the
Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent
of the Required Holders.


 


(d)Intentionally
omitted


 


(e)Intentionally
omitted.


 




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(f)Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to
Section 2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be
covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section
2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available
therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately
preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in
any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best
efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed
“insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available
for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing
sentence shall be made without regard to any limitations on the conversion, amortization and/or redemption of the Notes and such
calculation shall assume that the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion
Rate (as defined in the Notes).


 


(g)Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Registration Statement when
declared effective fails to register the Required Registration Amount of Registrable Securities (a “Registration
Failure”), (ii) a Registration Statement covering all of the Registrable Securities required
to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before
the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective
by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”)
or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on
such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant
to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement
effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement
or a failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”)
then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying
shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without
limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall
pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%)
of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable
Securities, whether or not included in such Registration Statement, on each of the following dates: (i) on the thirtieth day after
the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until
such Registration Failure is cured; (ii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter
(pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (iii) on the thirtieth day after the
date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until
such Effectiveness Failure is cured; and (iv) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth
day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to
which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.”
Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after
the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration
Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per
month (prorated for partial months) until paid in full. Notwithstanding the foregoing, (i) no Registration Delay Payments shall
be owed to an Investor with respect to any period during which all of such Investor’s Registrable Securities may be sold
by such Investor under Rule 144 or, with respect to any Investor, to the extent the Company has previously paid to such Investor
an aggregate of Registration Delay Payments in excess of ten percent (10%) the aggregate Purchase Price of such Investor and (ii)
no Registration Delay Payments shall be owed to any Investor that elects not to be named as an underwriter in a Registration Statement
to the extent required by the SEC.


 




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3.Related
Obligations.


 


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


 


(a)The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use
its reasonable best efforts to cause such Registration Statement relating to the Registrable Securities to become effective as
soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all
of the Registrable Securities covered by such Registration Statement without restriction or limitation pursuant to Rule 144 and
without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act or (ii)
the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the
“Registration Period”). The Company shall ensure that each Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses,
in the light of the circumstances in which they were made) not misleading. The term “reasonable best efforts” shall
mean, among other things, that the Company shall submit to the SEC, within two (2) Business Days after the later of the date that
(i) the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the
staff has no further comments on a particular Registration Statement, as the case may be, and (ii) the approval of Buyers pursuant
to Section 3(c) (which approval is immediately sought), a request for acceleration of effectiveness of such Registration Statement
to a time and date not later than five (5) Business Days after the Company is notified (orally or in writing, whichever is earlier)
by the SEC that such Registration Statement will not be reviewed or will not be subject to further review. The Company shall respond
in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later than
ten (10) Business Days after the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration
Statement to be declared effective.


 




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(b)The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth
in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be
filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K,
Form 10-Q, Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such
amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for
the Company to amend or supplement such Registration Statement.


 


(c)The
Company shall (A) permit the Buyers to review and comment upon (i) a Registration Statement at least three (3) Business Days prior
to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable
number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto
in a form to which the Buyers reasonably object. The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto without the prior approval of Buyers, which consent shall not
be unreasonably withheld delayed or conditioned; provided, however, that the Company shall not be liable for any
Registration Delay Payments that may arise under this Agreement if the Buyers do not permit the Company to request acceleration
of the effectiveness at such earlier time when the Company is otherwise able to make such request. The Company shall furnish to
the Buyers, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives
relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration
Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference,
if requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the
prospectus included in such Registration Statement and all amendments and supplements thereto, except in cases (ii) and (iii)
above if such documents are filed with the SEC through EDGAR and are available to the public through the EDGAR system promptly
after the same is prepared and filed with the SEC. The Company shall reasonably cooperate with the Buyers in performing the Company’s
obligations pursuant to this Section 3.


 




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(d)The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,
unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system promptly after
the same is prepared and filed with the SEC (i) promptly after the same is prepared and filed with the SEC, at least one copy
of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of
any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements
thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents, including copies
of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by such Investor.


 


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


 


(f)The
Company shall notify the Buyers and each Investor in writing of the happening of any event, as promptly as practicable after becoming
aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall
such notice contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and, unless the following are filed with the SEC
through EDGAR and are available to the public through the EDGAR system promptly after the same is prepared and filed with the
SEC, deliver ten (10) copies of such supplement or amendment to the Buyers and each Investor (or such other number of copies as
the Buyers or such Investor may reasonably request). The Company shall also promptly notify the Buyers and each Investor in writing
(i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement
or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Buyers by facsimile
or email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements
to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be appropriate. By 9:30 a.m. New York City time on the date
following the date any post-effective amendment has become effective, the Company shall file with the SEC in accordance with Rule
424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 




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


 


(h)If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an
Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, at the reasonable request
of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and
thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s
independent certified public accountants in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given
in an underwritten public offering, addressed to the Investors.


 


(i)If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an
Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall make available
for inspection by (i) such Investor and (ii) one firm of accountants or other agents retained by the Investors (collectively,
the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and
cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;
provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an
Investor) or use of any Record or other information which the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered
pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information
in such Records has been made generally available to the public other than by disclosure in violation of this Agreement. Each
Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein
(or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors’
ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.


 




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


 


(k)The
Company shall use its reasonable best efforts to secure the inclusion for quotation of all of the Registrable Securities on the
Principal Market or, if the Common Stock is then no longer listed on the Principal Market, on such other Eligible Market on which
the Common Stock is then listed. The Company shall pay all fees and expenses in connection with satisfying its obligation under
this Section 3(k).


 


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


 


(m)If
requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of
Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being
offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be
sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified
of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments
to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.


 


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


 




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(o)The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after
the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal
quarter next following the applicable Effective Date of a Registration Statement.


 


(p)The
Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.


 


(q)Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC.


 


(r)Notwithstanding
anything to the contrary herein, at any time after the Effective Date, (i) the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
and (ii) the Company may suspend the availability of a Registration Statement on Form S-1 if pursuant to applicable law it must
file a post-effective amendment to such Registration Statement in connection with the filing of its Annual Report on Form 10-K
or Quarterly Reports on Form 10-Q (each, a “Grace Period”); provided, that the Company shall promptly (i) notify
the Investors in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in
each notice the Company will not disclose the content of such material, non-public information to the Investors) and the date
on which each Grace Period will begin, and (ii) notify the Investors in writing of the date on which each Grace Period ends; and,
provided further, that no Grace Period shall exceed fifteen (15) consecutive Trading Days and during any three hundred sixty five
(365) day period such Grace Periods shall not exceed an aggregate of sixty (60) Trading Days and the first day of any Grace Period
must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”).
For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors
receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice
referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable
during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the
first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information
is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection
with any sale of Registrable Securities pursuant to an effective Registration Statement with respect to which an Investor has
entered into a contract for sale, prior to the Investor’s receipt of the notice of a Grace Period and for which the Investor
has not yet settled.


 




    	 	11	 



    	 



    


 


(s)Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or
filing with the SEC, the Principal Market or any Eligible Market and any Buyer being deemed an underwriter by the SEC shall not
relieve the Company of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities
Purchase Agreement); provided, however, that the foregoing shall not prohibit the Company from including the disclosure
found in the “Plan of Distribution” section attached hereto as Exhibit A in the Registration Statement.


 


(t)Other
than the current holders of the Company’s securities which have the benefit of registration rights as disclosed in the SEC
Documents (as defined in the Securities Purchase Agreement) from whom the Company has obtained waivers on or prior to the Closing
Date, 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 Buyers in this Agreement or otherwise conflicts with the provisions hereof.


 


4.Obligations
of the Investors.


 


(a)At
least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify
each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of
such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities
of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to
effect within five (5) Business Days and maintain the effectiveness of the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may reasonably request.


 


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


 


(c)Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant
to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of the supplemented
or amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or
amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection
with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence
of 3(f) and for which the Investor has not yet settled.


 




    	 	12	 



    	 



    


 


(d)Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5.Expenses
of Registration.


 


All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The Company
shall also reimburse the Investors for one-half of the reasonable and documented fees and disbursements of the Buyers in connection
with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement in an amount up to $5,000.


 


6.Indemnification.


 


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


 


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


 




    	 	13	 



    	 



    


 


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


 




    	 	14	 



    	 



    


 


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


 


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


 


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


 




    	 	15	 



    	 



    


 


7.Contribution.


 


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


 


8.Reports
Under the 1934 Act.


 


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


 


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


 


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


 


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


 


9.Assignment
of Registration Rights.


 


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


 




    	 	16	 



    	 



    


 


10.Amendment
of Registration Rights.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the Required Holders; provided that any such
amendment or waiver that complies with the foregoing but that disproportionately, materially and adversely affects the rights
and obligations of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior
written consent of such adversely affected Investor. Any amendment or waiver effected in accordance with this Section 10 shall
be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to less than
all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent
to a waiver or modification of any provision of this Agreement unless the same consideration (other than the reimbursement of
reasonable and documented legal fees) also is offered to all of the parties to this Agreement.


 


11.Miscellaneous.


 


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


 


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


 


If
to the Company:


 


	Enerpulse
    Technologies, Inc. 
	2451
    Alamo Ave SE
	Albuquerque,
    New Mexico 87106
	Telephone:	(505)
    842-5201
	Facsimile:	(505)
    213-0013
	Attention:	Bryan
    Templeton,
	 	Chief
    Financial Officer
	Email:	btempleton@enerpulse.com


 




    	 	17	 



    	 



    


 


	With
    a copy to:
	 
	Troutman
    Sanders LLP
	875
    Third Avenue
	New
    York, NY 10022
	Telephone:	(212)
    704-6249
	Facsimile:	(212)
    704-5900
	Attention:	Aurora
    Cassirer, Esq.
	E-mail:	acasirer@troutmansanders.com


 


	If
    to the Transfer Agent:
	Securities
    Transfer Corporation
	2591
    Dallas Parkway, Suite 102
	Frisco,
    Texas 75034
	Telephone:	469-633-0101
    ext. 109
	Facsimile:
    	469-633-0088
	Attention:
    	Christina
    Shelton,
	 	Original
    Issuance Dept.
	E-mail:
    	shelton@stctransfer.com


 


If
to a Buyer, to its address, facsimile number and/or email address set forth on the Schedule of Buyers attached hereto, with copies
to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other address, facsimile number and/or
email address to the attention of such other Person as the recipient party has specified by written notice given to each other
party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine
or email containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided
by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from
a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


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


 




    	 	18	 



    	 



    


 


(d)All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(f)This
Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein
and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This
Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter hereof and thereof.


 


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


 


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


 


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


 




    	 	19	 



    	 



    


 


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


 


(k)All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if all of the outstanding Notes then held by the Investors
have been converted for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion
of the Notes.


 


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


 


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


 


(n)The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision
of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained
herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated herein.


 


*
* * * * *


 


[Signature
Page Follows]


 




    	 	20	 



    	 



    


 


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


 


	 	COMPANY:
	 	 
	 	ENERPULSE
    TECHNOLOGIES, INC.  
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	 	 



    	 



    


 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement
to be duly executed as of the date first written above.


 


	 	BUYERS:
	 	 
	 	[___________]
    
	 	 
	 	By:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	 	 



    	 



    


 


SCHEDULE
OF BUYERS


  


	Buyer
    	 	Buyer
                                         Address

        and
        Facsimile Number
	 	Buyer’s
                                         Representative’s Address 

        and
        Facsimile Number

	 	 	 	 	 
	[__________]	 	[_____________]

        [_____________]

        [_____________]

        Attention:
        [_____________]

        Facsimile:
        [_____________]

        Telephone:
        [_____________]

        E-mail:
        [_____________]
	 	 


 



    	 	 	 



    	 



    




 





EXHIBIT
A


 


SELLING
SHAREHOLDERS


 


The
shares of common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the
terms of the convertible notes. For additional information regarding the issuance of those convertible notes, see “Private
Placement of Convertible Notes and Shares” above. We are registering the shares of common stock in order to permit the selling
shareholders to offer the shares for resale from time to time. Except for the ownership of the convertible notes issued pursuant
to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past
three years.


 


The
table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock
by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling
shareholder, based on its ownership of the convertible notes, as of ________, 2016, assuming conversion of all convertible notes
by the selling shareholders on that date, without regard to any limitations on conversion, redemption or exercise.


 


The
third column lists the shares of common stock being offered by this prospectus by the selling shareholders.


 


In
accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the
resale of at least 120% of the sum of (i) the maximum number of shares of common stock issued and issuable pursuant to the convertible
notes as of the Trading Day immediately preceding the date the registration statement is initially filed with the SEC, and (ii)
Shares as of the Trading Day immediately preceding the date the registration statement is initially filed with the SEC. Because
the conversion price of the convertible notes may be adjusted, the number of shares that will actually be issued may be more or
less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered
by the selling shareholders pursuant to this prospectus.


 


Under
the terms of the convertible notes, a selling shareholder may not convert the convertible notes to the extent such conversion
would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which
would exceed 4.99% of our then outstanding shares of common stock following such conversion, excluding for purposes of such determination
shares of common stock issuable upon conversion of the convertible notes which have not been converted. The number of shares in
the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this
offering. See “Plan of Distribution.”


 




    	 	Annex I-1	 



    	 



    


 


	Name
    of Selling Shareholder	 	Number
    of Shares of Common Stock Owned Prior to Offering	 	Maximum
    Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number
    of Shares of Common Stock Owned After Offering
	 	 	 	 	 	 	 
	[_____________]	 	 	 	 	 	0


 




    	 	Annex I-2	 



    	 



    


 


PLAN
OF DISTRIBUTION


 


We
are registering the shares of common stock and common stock issuable pursuant to the terms of the convertible notes to permit
the resale of these shares of common stock by the holders of the shares and convertible notes from time to time after the date
of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of common
stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The
selling shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through
underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions.


 


	 	●	on
    any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	 	 
	 	●	in
    the over-the-counter market;
	 	 	 
	 	●	in
    transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	 	 
	 	●	through
    the writing of options, whether such options are listed on an options exchange or otherwise;
	 	 	 
	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	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;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	short
    sales;
	 	 	 
	 	●	sales
    pursuant to Rule 144;
	 	 	 
	 	●	broker-dealers
    may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	a
    combination of any such methods of sale; and
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 




    	 	Annex I-3	 



    	 



    


 


The
selling shareholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended,
if available, rather than under this prospectus. In addition, the selling shareholders may transfer the shares of common stock
by other means not described in this prospectus. If the selling shareholders effect such transactions by selling shares of common
stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares
of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions
as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).
In connection with sales of the shares of common stock or otherwise, the selling shareholders may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions
they assume. The selling shareholders may also sell shares of common stock short and deliver shares of common stock covered by
this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders
may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.


 


The
selling shareholders may pledge or grant a security interest in some or all of the convertible notes or shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling
shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.
The selling shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


To
the extent required by the Securities Act and the rules and regulations thereunder, the selling shareholders and any broker-dealer
participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common
stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of
common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions
allowed or reallowed or paid to broker-dealers. Each selling shareholder has informed us that it does not have any written or
oral agreement or understanding, directly or indirectly, with any person to distribute the shares of common stock. In no event
shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 




    	 	Annex I-4	 



    	 



    


 


There
can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a part.


 


The
selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders
and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the
shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.


 


We
will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated
to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance
with state securities or “blue sky” laws; provided, however, that a selling shareholder will pay all underwriting
discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities
under the Securities Act, in accordance with the registration rights agreements, or the selling shareholders will be entitled
to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the
Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in
this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling shareholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement
for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other
rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale shares of common stock covered hereby may not be
sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.


 


Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.


 



    	 	Annex I-5