Common use of Drag-Along Obligation Clause in Contracts

Drag-Along Obligation. The Holder agrees that the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms of the Drag-Along provision set forth below. In the event of an Approved Sale (as defined below) of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Company or the Selling Stockholders. For purposes of this Section, “Approved Sale” means the sale of the Company and its subsidiaries, if any, in a single transaction or in a series of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%) of the outstanding Common Stock (whether by merger, consolidation, recapitalization, reorganization or otherwise) or all or substantially all of the assets of the Company and its subsidiaries, (b) which has been approved by the board of directors of the Company and the holders of a majority of Common Stock (the “Selling Stockholders”) and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option. ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Drag-Along Obligation. The Holder agrees that the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms of the Drag-Along provision set forth below. In the event of an Approved Sale (as defined below) of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Company or the Selling Stockholders. ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT 5 For purposes of this Section, “Approved Sale” means the sale of the Company and its subsidiaries, if any, in a single transaction or in a series of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%) of the outstanding Common Stock (whether by merger, consolidation, recapitalization, reorganization or otherwise) or all or substantially all of the assets of the Company and its subsidiaries, (b) which has been approved by the board of directors of the Company and the holders of a majority of Common Stock (the “Selling Stockholders”) and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option. ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT.

Drag-Along Obligation. The Holder agrees that the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms of the Drag-Along provision set forth below. In the event of an Approved Sale (as defined below) of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Company or the Selling Stockholders. For purposes of this Section, “Approved Sale” means the sale of the Company and its subsidiaries, if any, in a single transaction or in a series of related transactions, to a third party (a) pursuant Subject to which such third party proposes to acquire one hundred percent (100%) Section 8.4, so long as CRC owns at least 10% of the outstanding Common Stock Membership Interests, if CRC approves a sale, transfer, or other disposition (whether including by merger, consolidationconsolidation or other business combination) to a Person that is not an Affiliate of CRC, recapitalization, reorganization of (i) all of the Membership Interests or otherwise(ii) or all or substantially all of the assets of the Company and its subsidiariessubsidiaries determined on a consolidated basis (each an "Approved Sale"), each Member shall consent to and raise no objection to the Approved Sale or the process pursuant to which the Approved Sale was arranged, waive any dissenter's rights and other similar rights, and (1) if the Approved Sale is structured as a sale of Membership Interests, shall agree to sell all Membership Interests owned by such Member on the terms and conditions approved by CRC, (b2) which has been approved by if the board Approved Sale is structured as a merger or consolidation, each Member shall vote in favor thereof, and (3) if the Approved Sale is structured as a sale of directors all or substantially all of the assets of the Company and a subsequent dissolution and liquidation of the holders Company, each Member Party shall vote in favor thereof and will vote in favor of a majority the subsequent dissolution and liquidation of Common Stock the Company; provided, however, that in no event shall ESNI be required to consent to any Approved Sale if the Fair Market Value of the aggregate consideration to be received by ESNI from such Approved Sale is less than the then outstanding principal amount under the Promissory Notes. Each Member will take all necessary and desirable actions as directed by CRC in connection with the consummation of any Approved Sale, including, without limitation, executing the applicable purchase agreement and granting identical indemnification rights. Notwithstanding the foregoing, no Member shall be required to agree to (the “Selling Stockholders”1) make representations and (c) pursuant to which all holders of Common Stock receive (whether warranties in connection with such transaction orApproved Sale, except representations and warranties with respect to such Member and such Member's Membership Interest, and (2) indemnify the buyer or any other Person in connection with such Approved Sale or make a payment in connection with a purchase price adjustment for an asset saleamount in excess of the lesser of (I) its pro rata share of such indemnification or purchase price adjustment obligation, upon a subsequent liquidationother than indemnification obligations with respect to representations and warranties regarding such Member or (II) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option. ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTproceeds such Member receives in such Approved Sale.

Drag-Along Obligation. The Holder agrees that (a) If the Shares shall be subject toFounders find an acquiror for all or any portion of their Common Stock (whether such sale is by way of purchase of assets or Common Stock, merger, recapitalization or other form of transaction), and in connection with such transaction, Xxxx determines not to exercise the Holder Xxxx Redemption Right (as described in Section 2.5 below and if such right is applicable to such transaction), then at the request of the Founders, whether or not the Xxxx Redemption Right is then exercisable, Xxxx shall be fully bound as a “Stockholder” sell or otherwise transfer the same percentage of his Common Stock to such acquiror on the same terms and conditions that apply to the sale or other transfer by the terms Founders of their Common Stock. At any time during which the Xxxx Redemption Right shall remain exercisable: (A) Xxxx shall not be obligated to sell or otherwise transfer his Common Stock pursuant to this Section 2.2 to any acquiror that is an Affiliate of the Drag-Along provision set forth belowFounders unless the acquiror, the Founders or another Affiliate of the Founders provides to Xxxx a substantially equivalent right extending for no less time than the time during which the Xxxx Redemption Right would otherwise then remain exercisable and (B) Xxxx shall not be obligated to sell or otherwise transfer his Common Stock pursuant to this Section 2.2 to any acquiror that is not an Affiliate of the Founders unless the consideration provided to Xxxx is in the form of cash and/or marketable securities. In Xxxx further agrees to timely take such other actions as the Founders may reasonably request in connection with the approval of the consummation of such sale or other transfer, including, voting all of his Common Stock in favor of such sale, waiving any dissenters' rights, and executing such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale or other transfer and, in the event of an Approved Sale (as defined below) of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal such sale or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale other transfer is structured as a sale recapitalization, agreeing to transfer and retain those percentages of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of his Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Company or the Selling Stockholders. For purposes of this Section, “Approved Sale” means the sale of the Company and its subsidiaries, if any, in a single transaction or in a series of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%) of the outstanding Common Stock (whether by merger, consolidation, recapitalization, reorganization or otherwise) or all or substantially all of the assets of the Company and its subsidiaries, (b) which has been approved by the board of directors of the Company and the holders of a majority of Common Stock (the “Selling Stockholders”) and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option. ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTFounders.

Drag-Along Obligation. The Holder agrees that (a) Subject to Section 12.7(b) below, if after the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms fifth anniversary of the Drag-Along provision set forth below. In Opening Date, TER shall desire to accept (X) a proposal from a Person for the event transfer, directly or indirectly, of an Approved Sale (as defined below) all of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Company or the Selling Stockholders. For purposes of this Section, “Approved Sale” means the sale Interests of the Company and its subsidiariesto such person, if any, in a single transaction (Y) the merger or in a series of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%) consolidation of the outstanding Common Stock Company with or into another Person in which the Members of the Company will receive cash or securities of any other Person for their Interests or (whether by merger, consolidation, recapitalization, reorganization or otherwiseZ) or an offer to purchase all or substantially all of the assets and business of the Company Company, in each of the above cases for a specified price payable in cash or otherwise and its subsidiarieson specified terms and conditions ((X), (bY) and (Z), collectively, a “Sale Proposal”), then TER shall deliver a notice (a “Required Sale Notice”) with respect to such Sale Proposal to each General Member stating that TER proposes to effect the Sale Proposal and providing the identity of the Persons involved in such Sale Proposal and the terms thereof. Each General Member, upon receipt of a Required Sale Notice, shall be obligated (the “Drag Along Obligation”), which has been approved Drag Along Obligation shall be enforceable by TER, to sell their Interests and/or participate in the transaction (a “Required Sale”) contemplated by the board Sale Proposal, to vote their Interest in favor of directors such Sale Proposal at any meeting of Members called to vote on or approve such Sale Proposal and otherwise to take all reasonably necessary action to cause the Representatives, the Company and the holders of a majority of Common Stock (Members to consummate such Required Sale; provided, that the “Selling Stockholders”) General Members shall not be obligated to make substantive representations and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as warranties to the form purchaser regarding the business and amount assets of the Company, but shall be obligated to make customary representations regarding their ownership of their respective Interests in the Company, and the absence of liens and encumbrances thereon; but any holdback of the purchase price by the purchaser shall be allocated proportionally to the consideration payable to each Member. Any such Required Sale Notice may be received, rescinded by TER by delivering written notice thereof to all holders are given of the same option. ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTGeneral Members.