REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2009 • Ecotality, Inc. • Motors & generators
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 9, 2009, between Ecotality, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ECOTALITY, INC.Security Agreement • July 6th, 2009 • Ecotality, Inc. • Motors & generators
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the Authorized Shares Approval is effected (the “Initial Exercise Date”) and on or prior to the close of business on May 1, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ecotality, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 1, 2010Convertible Security Agreement • July 6th, 2009 • Ecotality, Inc. • Motors & generators • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of Ecotality, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 6821 East Thomas Road, Scottsdale, Arizona 85251, designated as its 8% Secured Convertible Debenture due October 1, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT ECOTALITY, INC.Securities Agreement • November 18th, 2009 • Ecotality, Inc. • Motors & generators
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ecotality, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2009 • Ecotality, Inc. • Motors & generators • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 9, 2009, between Ecotality, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • November 9th, 2007 • Ecotality, Inc. • Chemicals & allied products • New York
This SECURITY AGREEMENT, dated as of November 6, 2007 (this "Agreement"), is among Ecotality, Inc., a Nevada corporation (the "Company"), all of the Subsidiaries of the Company (such subsidiaries, the "Guarantors" and together with the Company, the "Debtors") and the holders of the Company's Original Issue Discount 8% Secured Convertible Debentures due May ___, 2010 and issued on November ___, 2007 in the original aggregate principal amount of $[_____ (collectively, the "Debentures") signatory hereto, their endorsees, transferees and assigns (collectively, the "Secured Parties").
8,500,000 Shares ECOtality, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2011 • Ecotality, Inc. • Motors & generators • California
Subject to the terms and conditions stated herein, ECOtality, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,500,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company has granted the Underwriters the option to purchase an aggregate of up to 1,275,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Additional Shares are collectively referred to as the “Shares.” Roth Capital Partners, LLC (the “Representative”) shall act as the representative of the several Underwriters.
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 7th, 2007 • Ecotality, Inc. • Chemicals & allied products • New York
SUBSIDIARY GUARANTEE, dated as of December 6, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Ecotality, Inc., a Nevada corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2007 • Ecotality, Inc. • Chemicals & allied products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 6, 2007 between Ecotality, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ECOTALITY, INC.Warrant Agreement • December 7th, 2007 • Ecotality, Inc. • Chemicals & allied products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ecotality, Inc., a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2012 • Ecotality, Inc. • Motors & generators • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 13, 2012, by and among ECOtality, Inc., a Nevada corporation (the “Company”), and ABB Technology Ventures Ltd (the “Investor”).
LOCK-UP AGREEMENTLock-Up Agreement • December 7th, 2007 • Ecotality, Inc. • Chemicals & allied products • New York
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”)
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 4th, 2009 • Ecotality, Inc. • Motors & generators • New York
This Securities Exchange Agreement (this “Agreement”) is dated as of October 31, 2009, between Ecotality, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2013 • Ecotality, Inc. • Motors & generators • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June ___, 2013, by and among ECOtality, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each, an “Investor” and collectively, the “Investors”).
ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 10th, 2011 • Ecotality, Inc. • Motors & generators • Nevada
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of September 29, 2011 (the “Grant Date”), by and between ECOTALITY, INC., a Nevada corporation (the “Company”), and Jonathan Read is an employee of the Company (the “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2007 • Ecotality, Inc. • Chemicals & allied products • Arizona
This Employment Agreement is made and entered into this 16th day of February, 2007, by and between Ecotality, Inc., a Nevada corporation (the "Company"), and Jonathan R. Read, an individual ("Employee").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2009 • Ecotality, Inc. • Motors & generators • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2009 between Ecotality, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
STANDARD OFFICE LEASE BY AND BETWEEN CH REALTY III/HAYDEN FERRY I, L.L.C., a Delaware limited liability company AS LANDLORD, AND ECOTALITY, INC., a Nevada corporation AS TENANT SUITE 710 HAYDEN FERRY LAKESIDE 80 E. Rio Salado Parkway Tempe, Arizona 85281Office Lease • May 23rd, 2011 • Ecotality, Inc. • Motors & generators • Arizona
This Standard Office Lease ("Lease") is made and entered into as of this 4th day of January, 2010, by and between CH REALTY III/HAYDEN FERRY I, L.L.C., a Delaware limited liability company ("Landlord"), and ECOTALITY, INC., a Nevada corporation ("Tenant").
Asset Purchase Agreement dated as of October 10, 2013 by and among ECOtality, Inc. Electronic Transportation Engineering Corporation ECOtality Stores, Inc. ETEC North, LLC The Clarity Group, Inc. and as the Sellers and Intertek Testing Services NA,...Asset Purchase Agreement • October 17th, 2013 • Ecotality, Inc. • Motors & generators • Arizona
THIS ASSET PURCHASE AGREEMENT is dated as of October 10, 2013 (the “Agreement”) by and among ECOtality, Inc., a Nevada corporation, Electronic Transportation Engineering Corporation, an Arizona corporation, ECOtality Stores, Inc., a Nevada corporation, ETEC North, LLC, a Delaware limited liability company, The Clarity Group, Inc., an Arizona corporation, and G.H.V. Refrigeration, Inc., a California corporation, (each, a “Seller” and collectively, the “Sellers”) and Intertek Testing Services NA, Inc., a New York corporation (the “Buyer”).
ContractEscrow Agreement • February 21st, 2006 • Alchemy Enterprises, Ltd. • Chemicals & allied products • Arizona
THIS AGREEMENT made and entered into this 15th day of February, 2006 by and between Harold Sciotto, an individual (the “Owner”); Elliott Winfield, an individual (the “Recipient”); and William F. Doran, Esq., whose address is 1717 E. Bell Road, Suite 1, Phoenix, Arizona 85022 (the “Escrow Agent”).
ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 15th, 2011 • Ecotality, Inc. • Motors & generators • Nevada
THIS AGREEMENT is made as of July 22, 2011 (the “Grant Date”), by and between ECOTALITY, INC., a Nevada corporation (the “Company”), and Kevin Morrow who is an employee of the Company (the “Holder”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 18th, 2011 • Ecotality, Inc. • Motors & generators • Nevada
This Indemnification Agreement (this “Agreement”), effective as of January 13, 2011 (the “Effective Date”), by and between ECOtality, Inc. (the “Company”) and [ ] (the “Indemnitee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 11th, 2006 • Alchemy Enterprises, Ltd. • Chemicals & allied products • California
Alchemy Enterprises, Ltd., a Nevada corporation (the “Company”), proposes to offer for sale to “accredited investors,” in a private placement (the “Offering”), up to 30,000,000 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), with an aggregate value of $10,500,000. The Shares will be offered pursuant to those terms and conditions acceptable to you as reflected in the engagement letter, dated April 11, 2006, as amended or supplemented (the “Engagement Letter”). The Shares will be offered on a “best efforts - all or none” basis as to the first 10,000,000 Shares offered (the “Minimum Offering”) and on a “best efforts” basis as to the 20,000,000 Shares offered and sold thereafter (the “Maximum Offering”), pursuant to the Engagement Letter and related documents, in accordance with Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. The Company has also granted to Brookstre
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 10th, 2011 • Ecotality, Inc. • Motors & generators • New York
This Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of February 10, 2011, by and among ECOtality, Inc., a Nevada corporation (the “Company”), and ABB Technology Ventures Ltd. (the “Investor”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 9th, 2007 • Ecotality, Inc. • Chemicals & allied products • New York
Securities Purchase Agreement, dated as of November 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")
ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 15th, 2011 • Ecotality, Inc. • Motors & generators • Nevada
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of July 22, 2011 (the “Grant Date”), by and between ECOTALITY, INC., a Nevada corporation (the “Company”), and Kevin Morrow who is an employee of the Company (the “Holder”).
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • March 28th, 2012 • Ecotality, Inc. • Motors & generators
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • July 6th, 2009 • Ecotality, Inc. • Motors & generators • New York
This INTER-CREDITOR AGREEMENT (the “Agreement”) is made and effective as of July 2, 2009, by and between the holders of Ecotality, Inc’s 8% Original Issue Discount Secured Convertible Debentures due April 2010, and signatory hereto (“Existing Creditors”) and the New Creditors (as defined below) (the Existing Creditors and the New Creditors are collectively referred to as the “Creditors”).
SALE AGREEMENTSale Agreement • October 17th, 2013 • Ecotality, Inc. • Motors & generators • Arizona
THIS SALE AGREEMENT is made, executed and delivered as of October 11, 2013, by ECOtality, Inc., a Nevada corporation, Electronic Transportation Engineering Corporation, an Arizona corporation, ECOtality Stores, Inc., a Nevada corporation, ETEC North, LLC, a Delaware limited liability company, The Clarity Group, Inc., an Arizona corporation, G.H.V. Refrigeration, Inc., a California corporation (collectively, the “Sellers”), and Access Control Group, L.L.C., a New Jersey limited liability company (the “Buyer”), pursuant to which the Sellers have agreed to sell, convey, assign, transfer and deliver all of their rights, title and interest in, to and under the Acquired Assets (as defined below) to the Buyer, and the Buyer has agreed to purchase and acquire such Acquired Assets from the Sellers, in accordance with sections 105, 363 and 365 of the Bankruptcy Code and in accordance with the order of the Bankruptcy Court approving the transaction entered on October 10, 2013 (the “Sale Order”).
BLINK LICENSE AGREEMENTLicense Agreement • March 14th, 2012 • Ecotality, Inc. • Motors & generators • New York
This Blink License Agreement (this “Agreement”) is entered into as of March 13, 2012, to be effective on the Effective Date (as defined below), by and between ECOtality, Inc., a Nevada corporation (“Licensor”), and ABB Inc., a Delaware corporation (“Licensee”). Licensor and Licensee are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Affiliates of either Party shall be referred to herein as “Affiliates,” with ABB and its Affiliates referred to herein as the “ABB Group.”
AMENDMENT TO DEBENTURES AND WARRANTS, AGREEMENT AND WAIVERAmendment to Debentures and Warrants, Agreement and Waiver • March 10th, 2009 • Ecotality, Inc. • Motors & generators
THIS AGREEMENT AND WAIVER (this “Agreement”) is entered into on March 5, 2009 by and among Ecotality, Inc., a Nevada corporation (the “Company”) and the Company’s subsidiaries Ecotality Stores, Inc., a Nevada corporation, Electric Transportation Engineering Corporation, an Arizona corporation (“ETEC”), The Clarity Group, Inc., an Arizona corporation, and Portable Energy De Mexico, S.A. d C.V., a Mexican corporation (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), on the one hand, and Enable Growth Partners LP (“EGP”), Enable Opportunity Partners LP (“EOP”), Pierce Diversified Strategy Master Fund LLC, Ena (“Pierce”, together with EGP, EOP and Pierce, the “Enable Funds”), and BridgePointe Master Fund Ltd. (“BridgePointe,” together with the Enable Funds, each individually referred to as a “Holder” and collectively as the “Holders” or the “Investors”), on the other hand. Capitalized terms not defined in this Agreement shall have the meanings ascribed to
CONSULTING AGREEMENTConsulting Agreement • April 15th, 2011 • Ecotality, Inc. • Motors & generators • California
This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of January 14, 2011 (the “Effective Date”), by and between ECOtality, Inc., a Nevada corporation (the “Company”), and E. Slade Mead, an individual (“Consultant”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2010 • Ecotality, Inc. • Motors & generators
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on September 28, 2009 by and among Ecotality, Inc., a Nevada corporation (the “Company”), Enable Growth Partners LP (“Enable”), BridgePointe Master Fund Ltd. (“BridgePointe”), and Shenzhen Goch Investment Ltd. (“SGI” and, together with Enable and BridgePointe, the “Purchasers”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the July 2009 RRA (as defined below).
COLLABORATION AND STRATEGIC SUPPLIER RELATIONSHIP FRAMEWORK AGREEMENT between ABB INC.Collaboration and Strategic Supplier Relationship Framework Agreement • January 10th, 2011 • Ecotality, Inc. • Motors & generators • New York
This Collaboration and Strategic Supplier Relationship Framework Agreement (this “Framework Agreement”) is entered into as of January 10, 2011 (the “Effective Date”), by and between ABB Inc. (“ABB”) and ECOtality, Inc. (“ECOtality”), with ABB and ECOtality each a “Party,” and collectively the “Parties.” Under the Framework Agreement, the Parties mutually agree as follows.
Shares ECOtality, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2011 • Ecotality, Inc. • Motors & generators • California
Subject to the terms and conditions stated herein, ECOtality, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [__________] authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The stockholders of the Company listed on Schedule II hereto (the “Selling Stockholders” and each a “Selling Stockholder”) have granted the Underwriters the option to purchase an aggregate of up to [___________] additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Additional Shares are collectively referred to as the “Shares.” Roth Capital Partners, LLC (the “Representative”) shall act as the representative of the several Underwriters.
