0001144204-10-032842 Sample Contracts

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration 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).

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THIRD AMENDMENT TO AMENDMENT TO DEBENTURES AND WARRANTS, AGREEMENT AND WAIVER
Debentures and Warrants, Agreement and Waiver • June 10th, 2010 • Ecotality, Inc. • Motors & generators

THIS THIRD AMENDMENT TO AMENDMENT TO DEBENTURES AND WARRANTS, AGREEMENT AND WAIVER (this “Agreement”) is entered into as of October 31, 2009 (the “Effective Date”) by and among Ecotality, Inc., a Nevada corporation (the “Company”), 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”), Shenzhen Goch Investments Ltd. (“SGI”) and BridgePointe Master Fund Ltd. (“BridgePointe,” together with the Enable Funds and SGI, each individually referred to as an “Existing Holder” and collectively as the “Existing Holders” or the “Existing Investors”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the May 2009 Amendment (as defined below).

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