REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2007 • Ecotality, Inc. • Chemicals & allied products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 6, 2007, 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”).
ORIGINAL ISSUE DISCOUNT 8% SECURED CONVERTIBLE DEBENTURE DUE JUNE , 2010Convertible Security Agreement • December 7th, 2007 • Ecotality, Inc. • Chemicals & allied products • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount 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 Original Issue Discount 8% Secured Convertible Debenture due June , 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
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).
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”)
SHARE PURCHASE AGREEMENT BETWEEN ELECTRIC TRANSPORTATION ENGINEERING CORPORATION AND ECOTALITY, INC. ANDShare Purchase Agreement • December 7th, 2007 • Ecotality, Inc. • Chemicals & allied products • California
AND WHEREAS by an asset purchase agreement dated as of the date of this Agreement (the “Edison Norvik APA”), Edison Norvik is selling substantially all of the assets of the Edison Norvik Business to 0810009 B.C. Unlimited Liability Company, an affiliate of the Purchaser;
ASSET PURCHASE AGREEMENT BETWEEN 0810009 B.C. UNLIMITED LIABILITY COMPANY AND ECOTALITY, INC. AND EDISON SOURCE NORVIK COMPANY AND ELECTRIC TRANSPORTATION ENGINEERING CORPORATION AND EDISON ENTERPRISESAsset Purchase Agreement • December 7th, 2007 • Ecotality, Inc. • Chemicals & allied products • California
WHEREAS the Vendor has carried on the business of manufacturing and selling “fast charge” battery charging systems in the commercial and industrial market place (the “Business”);
