Exhibit 10.5


 


LOCK-UP AGREEMENT


 


December
6, 2007


 


Each
Purchaser referenced below:


 


	
  Re:

  	
   

  	
  Securities Purchase Agreement, dated as of December 6, 2007 (the
  “Purchase Agreement”), between Ecotality, Inc., a Nevada corporation
  (the “Company”) and the purchasers signatory thereto (each, a “Purchaser”
  and, collectively, the “Purchasers”)

  



 


Ladies
and Gentlemen:


 


Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”)
shall have the meanings set forth in the Purchase Agreement. Pursuant to
Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of
the Company’s obligations under the Purchase Agreement, the undersigned
irrevocably agrees with the Company that, from the date hereof until 90
calendar days after the Effective Date (such period, the “Restriction Period”),
the undersigned will not offer, sell, 
contract to sell, hypothecate, pledge or otherwise dispose of (or enter
into any transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the undersigned or any
Affiliate of the undersigned or any person in privity with the undersigned or
any Affiliate of the undersigned), directly or indirectly, including the filing
(or participation in the filing) of a registration statement with the
Commission in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Exchange Act with respect to, any shares of Common Stock or Common
Stock Equivalents beneficially owned, held or hereafter acquired by the
undersigned (the “Securities”). Beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act. In order to enforce this
covenant, the Company shall impose irrevocable stop-transfer instructions
preventing the Transfer Agent from effecting any actions in violation of this
Letter Agreement.


 


The
undersigned acknowledges that the execution, delivery and performance of this
Letter Agreement is a material inducement to each Purchaser to complete the
transactions contemplated by the Purchase Agreement and that each Purchaser
(which shall be a third party beneficiary of this Letter Agreement) and the
Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned
has the power and authority to execute, deliver and perform this Letter Agreement,
that the undersigned has received adequate consideration therefor and that the
undersigned will indirectly benefit from the closing of the transactions
contemplated by the Purchase Agreement.


 


This Letter Agreement may not be amended or
otherwise modified in any respect without the written consent of each of the
Company, each Purchaser and the undersigned. This Letter Agreement shall be
construed and enforced in accordance with the laws of the State of New York
without regard to the principles of conflict of laws. The undersigned hereby
irrevocably


 

















 


submits to the exclusive jurisdiction of the United
States District Court sitting in the Southern District of New York and the
courts of the State of New York located in Manhattan, for the purposes of any
suit, action or proceeding arising out of or relating to this Letter Agreement,
and hereby waives, and agrees not to assert in any such suit, action or
proceeding, any claim that (i) it is not personally subject to the jurisdiction
of such court, (ii) the suit, action or proceeding is brought in an
inconvenient forum, or (iii) the venue of the suit, action or proceeding is
improper. The undersigned
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by receiving a copy thereof
sent to the Company at the address in effect for notices to it under the
Purchase Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. The undersigned hereby waives
any right to a trial by jury. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. The
undersigned agrees and understands that this Letter Agreement does not intend
to create any relationship between the undersigned and each Purchaser and that
each Purchaser is not entitled to cast any votes on the matters herein
contemplated and that no issuance or sale of the Securities is created or
intended by virtue of this Letter Agreement.


 


By
its signature below, the Company’s Transfer Agent hereby acknowledges and
agrees that, reflecting this Letter Agreement, it has placed an irrevocable
stop transfer instruction on all Securities beneficially owned by the
undersigned until the end of the Restriction Period. This Letter Agreement
shall be binding on successors and assigns of the undersigned with respect to
the Securities and any such successor or assign shall enter into a similar
agreement for the benefit of the Purchasers.


 


***
SIGNATURE PAGE FOLLOWS***


 


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This Letter Agreement may be executed in two or more
counterparts, all of which when taken together may be considered one and the
same agreement.


 


 


	
   

  	
   

  
	
  Signature

  
	
   

  
	
   

  	
   

  
	
  Print Name

  
	
   

  
	
   

  	
   

  
	
  Position in Company

  
	
   

  
	
  Address for Notice:

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
  Number of shares of Common Stock

  
	
   

  
	
   

  	
   

  
	
  Number of shares of Common Stock underlying subject to warrants,
  options, debentures or other convertible securities

  
					



 


By
signing below, the Company agrees to enforce the restrictions on transfer set
forth in this Letter Agreement.


 


Ecotality, Inc.


 


	
  By: 

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


 


Acknowledged
and agreed to


as
of the date set forth above:


 


Holladay Stock Transfer,
Inc.


 


	
  By: 

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


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