Canterbury Resources, Inc. - Exhibit 10.4 - Filed by newsfilecorp.com






PROPOSED FINANCING 

OF 

CANTERBURY RESOURCES, INC. 

 

By reading the information contained within this document,
the recipient agrees with Canterbury Resources, Inc. (the “Company”) to maintain
in confidence such information, together with any other non-public information
regarding the Company obtained from the Company or its agents during the course
of the proposed financing. The Company has caused these materials to be
delivered to you in reliance upon such agreement and upon Rules promulgated
under Regulation FD by the Securities and Exchange Commission. 

 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
MAY NOT BE SOLD, OFFERED TO SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO
THE SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (ii) A NON-US PERSON
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (iii) RULE 144 PROMULGATED
UNDER THE SECURITIES ACT OR (iv) AN OPINION OF COUNSEL OR OTHER EVIDENCE
SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS IS
AVAILABLE. 




CONFIDENTIAL 

SUMMARY OF OFFERING 

          This
Confidential Summary of Offering is not intended to be contractually binding,
other than the section entitled “Confidential Information” and is subject in all
respects (other than with respect to such section) to the execution of the
Securities Purchase Agreement. 

	Issuer: 	
      Canterbury Resources, Inc., a Nevada corporation (the
      “Company”). 

	  	
      

	Securities Offered: 	
      Up to 4,000,000 units (“Units”) of the Company, each Unit
      consisting of 1 share of the Company’s common stock, $0.001 par value (the
      “Shares”), and warrants in the form attached to the Securities Purchase
      Agreement as Exhibit A (the “Warrants”) exercisable to purchase 1
      share of common stock of the Company at an exercise price of $0.75 per
      share (the “Warrant Shares”), in accordance with the terms and conditions
      set forth in Annex I (the “Offering”). The Offering, subject to
      authorization from the Board of Directors of the Company, will be
      completed on a best efforts basis and is subject to adjustment by the
      Company. 

	  	
      

	Purchase Price: 	
      $0.50 per Unit. 

	  	
      

	Closing Date: 	
      The Company and each Investor shall execute a Securities
      Purchase Agreement in substantially the form set forth herein. The closing
      of the Offering shall occur continuously as subscriptions and proceeds are
      received, and certificates representing the Shares shall be issued to each
      Investor and funds paid to the Company (each a “Closing Date”). However,
      the final Closing Date shall be no later than September 30, 2013.
  

	  	
      

	Use of Proceeds 	
      For general working capital. 

	  	
      

	Investor Qualifications: 	
      Investor must be an “accredited investor” as defined in
      Regulation D of the Securities Act of 1933, as amended (the “Securities
      Act”), or Investor must be a non-“U.S. Person” as defined in Regulation S
      of the Securities Act, and must represent and warrant to the Company that
      it is acquiring the Units for investment with no present intention of
      distributing any of the Units. The Securities Purchase Agreement contains
      other appropriate representations and warranties of Investor to the
      Company. 

	  	
      

	Securities Certificates: 	
      Certificates evidencing the Shares which are delivered to
      Investor within seven days of each closing, will bear a restrictive legend
      stating that such securities have been sold pursuant to the Securities
      Purchase Agreement and that the shares may not be resold except as
      permitted under the Securities Act pursuant to a registration statement
      that has been declared effective or an exemption therefrom, and may be
      resold subject to certain limitations and procedures agreed to in the
      Securities Purchase Agreement. 



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	Warrants: 	
      Warrants may be exercisable for a period of 18 months
      after the date of grant and will be issued in the form attached as
      Exhibit A to the Securities Purchase Agreement and Warrant Shares
      shall be delivered to Investor within seven days of each exercise.
  

	  	
       

	Risk Factors: 	
      The securities offered hereby involve a high degree of
      risk. Investor must read the disclosure relating to the risks affecting
      the Company as set forth in Annex II of the Securities Purchase
      Agreement, in addition to documents filed by the Company with the SEC
      under the Securities Exchange Act of 1934, as amended. 

	  	
       

	OTC Market Symbol: 	
      CTBX 

	  	
       

	Confidential Information: 	
      The recipient of this Confidential Summary of Offering
      and the materials attached hereto agrees with the Company to maintain in
      confidence this disclosed information, together with any other non- public
      information regarding the Company obtained from the Company, or its agents
      during the course of the proposed Offering. The Company has caused these
      materials to be delivered to Investor in reliance upon such agreement and
      upon Rules promulgated by the SEC pursuant to Regulation FD. 

	  	
       

	Transfer Agent: 	
      Action Stock Transfer Corp. 

	  	
      2469 E. Fort Union Blvd, Ste 214 

	 	
      Salt Lake City, UT 84121 



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INSTRUCTION SHEET FOR INVESTOR 

(to be read in conjunction with the entire Securities Purchase
Agreement) 

	A. 	
      Complete the following items in the Securities Purchase
      Agreement:



          1.           Provide
the information regarding the Investor requested on the Signature Page to the
Securities Purchase Agreement. Please submit a separate Securities Purchase
Agreement for each individual person/entity that will hold
the Units. The Securities Purchase Agreement must be executed by an individual
authorized to bind the Investor. Please also complete an Accredited Investor
Questionnaire enclosed herein if you are a citizen, resident or entity formed in
the United States. 

          2.           Return
the signed Securities Purchase Agreement and the Accredited Investor
Questionnaire (if applicable) by fax and send the original signed Securities
Purchase Agreement and Accredited Investor Questionnaire (if applicable) by
overnight mail to:

Greenberg Traurig, LLP 
Attention:
Mark Lee 
1201 K Street, Suite 1100 
Sacramento, CA 95814, U.S.A. 
Tel:
(916) 442-1111 

  Facsimile: (916) 448-1709 

	B. 	
      Funds for the purchase of Units should be sent via wire
      transfer or certified check to the Company.







SECURITIES PURCHASE AGREEMENT 

  (Signature Page) 

CANTERBURY RESOURCES, INC. 
69 STANLEY POINT ROAD

DEVONPORT 
AUCKLAND, NEW ZEALAND

  0624 

Ladies & Gentlemen:

          The
undersigned (the “Investor”), hereby confirms its agreement with you as follows:


          1.           This
Securities Purchase Agreement, including the Terms and Conditions set forth in
Annex I (the “Terms and Conditions”), the Risk Factors set forth in
Annex II (the “Risk Factors”), and exhibits, which are all attached
hereto and incorporated herein by reference as if fully set forth herein (the
“Agreement”), is made as of the date set forth below between Canterbury
Resources, Inc., a Nevada corporation (the “Company”), and the Investor. 

          2.          
The Company has authorized the sale and issuance of up to 4,000,000 Units of the
Company securities to certain Investors in a private placement (the “Offering”).
Each Unit each consists of 1 share of the Company’s common stock, $0.001 par
value (the “Shares”), and warrants in the form attached hereto as Exhibit
A (the “Warrants”) exercisable to purchase 1 share of common stock of the
Company at an exercise price of $0.75 per share, exercisable over eighteen (18)
months (the “Warrant Shares”) and in accordance with the terms set forth in the
Warrants. 

          3.           The
Offering and Investor’s purchase of Units is being made in connection with the
proposed reverse acquisition transaction between the Company and Echo
Automotive, LLC (“Echo”) described in the Risk Factors. 

          4.           Pursuant
to the Terms and Conditions, the Company and the Investor agree that the
Investor will purchase from the Company and the Company will issue and sell to
the Investor _____________ Units, for a purchase price of $0.50 per Unit, for an
aggregate purchase price of $___________ consisting of ___________ Shares and
___________ Warrants to purchase shares of common stock of the Company. Unless
otherwise requested by the Investor, certificates representing the Common Stock
purchased by the Investor will be registered in the Investor’s name and address
as set forth below.

          Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.

	Date: __________, 2012 	Investor:
      ___________________________________________
	 	 
	  	By:
      _______________________________________________
	  	Print Name:
      _________________________________________
	  	Title:
      ______________________________________________
	 	 
	  	Address: 
	  	__________________________________________________ 
    
	 	__________________________________________________
	 	__________________________________________________ 
	  	Phone:
      ____________________________________________
	  	Fax:
      _______________________________________________
	 	 
	  	Social Security Number or TIN (if applicable):
    
	 	__________________________________________________






ANNEX I 

TERMS AND CONDITIONS FOR PURCHASE OF UNITS 

Investment in the Company involves a high degree of risk.
Investor should carefully consider the risk factors set forth in
Annex II in addition to the other information
set forth in this Annex I before purchasing
securities of the Company. 

          1.          
Authorization and Sale of the Units. Subject to these Terms and
Conditions, the Company has authorized the sale of up to 4,000,000 units
(“Units”) of the Company at $0.50 per Unit, each consisting of 1 share of the
Company’s common stock, $0.001 par value (the “Shares”), and a warrant (the
“Warrants”) exercisable to purchase 1 share of common stock of the Company at an
exercise price of $0.75 per share, exercisable over an eighteen (18) month
period (the “Warrant Shares”) and in accordance with the terms set forth in the
Warrants (the “Shares” and “Warrants,” collectively, a “Unit”). The Company
reserves the right to increase or decrease this number. All references to
currency in this Securities Purchase Agreement shall refer to the lawful
currency of the United States of America. 

          2.           Agreement
to Sell and Purchase the Units. 

                         2.1        
At the Closing (as defined in Section 3 of this Annex I), the Company
will sell to the Investor, and the Investor will purchase from the Company, upon
the terms and conditions hereinafter set forth, the number of Units, if
applicable, set forth in Section 3 of the Signature Page to the Securities
Purchase Agreement at the purchase price set forth thereon. 

                         2.2       
 The Company may enter into the same form of Securities Purchase Agreement
(“Agreement”), including these Terms and Conditions, with other Investors and
expects to complete sales of subsequent Units to other Investors.

          3.           Delivery
of the Shares and Warrants at Closing. The completion of the purchase and
sale of the Units (the “Closing”) shall occur at the offices of the Company upon
receipt of cleared funds and fully executed documents for the purchase of the
Units on each date set by the Company, provided that a final closing shall occur
no later than September 30, 2013 which date may be extended at the sole
discretion of the Company. Within seven (7) days after each Closing, the Company
shall deliver to the Investor one or more stock certificates representing the
number of Shares and a Warrant representing the number of shares of common stock
as set forth in Section 3 of the Signature Page to the Securities Purchase
Agreement, each such certificate, certificates or warrant to be registered in
the name of the Investor, as set forth in Section 3 of the Signature Page to the
Securities Purchase Agreement.

          The
Company’s obligation to issue the Shares and Warrants to the Investor shall be
subject to the following conditions, any one or more of which may be waived by
the Company: (a) receipt by the Company of a certified or official bank check or
wire transfer of funds in the full amount of the purchase price for the Units
being purchased hereunder as set forth in Section 3 of Signature Page to the
Securities Purchase Agreement; and (b) the accuracy of the representations and
warranties made by the Investor and the fulfillment of those undertakings of the
Investor to be fulfilled prior to the Closing. 

          The
Investor’s obligation to purchase the Units shall be subject to the following
conditions, any one or more of which may be waived by the Investor: (1) the
representations and warranties of the Company set forth herein shall be true and
correct as of the Closing Date in all material respects and (2) the Investor
shall have received such documents as such Investor shall reasonably have
requested in connection with its due diligence. 

          4.           Representations,
Warranties and Covenants of the Company. The Company hereby represents and
warrants to, and covenants with, the Investor, as follows: 

                         4.1       
 Organization. The Company is duly organized and validly existing in
good standing under the laws of the jurisdiction of its organization. The
Company has full power and authority to own, operate and occupy its properties
and to conduct its business as presently contemplated and is registered or
qualified to do business and in good standing in each jurisdiction in which the
nature of the business conducted by it or the location of the properties owned
or leased by it requires such qualification and where the failure to be so
qualified would have a material adverse effect upon the condition (financial or
otherwise), earnings, business, properties or operations of the Company (a
“Material Adverse Effect”), and no proceeding has been instituted in any such
jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or
curtail, such power and authority or qualification. 

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                         4.2       
 Due Authorization and Valid Issuance. The Company has all requisite
power and authority to execute, deliver and perform its obligations under the
Agreement, and the Agreement has been duly authorized and validly executed and
delivered by the Company and constitutes a legal, valid and binding agreement of
the Company enforceable against the Company in accordance with their terms,
except as rights to indemnity and contribution may be limited by state or
federal securities laws or the public policy underlying such laws, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). No further approval or authorization of any
stockholder, the Board of Directors of the Company or others is required for the
issuance and sale of the Units. The Shares and the shares of Common Stock of the
Company issuable upon exercise of the Warrants being purchased by the Investor
hereunder will, upon issuance and payment therefore pursuant to the terms
hereof, be duly authorized, validly issued, fully-paid and nonassessable. 

                         4.3       
 Non-Contravention. The execution and delivery of the Agreement, the
issuance and sale of the Units under the Agreement, the fulfillment of the terms
of the Agreement and the consummation of the transactions contemplated thereby
will not (A) conflict with or constitute a violation of, or default under, (i)
any material bond, debenture, note or other evidence of indebtedness, lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or
other agreement or instrument to which the Company is a party or by which it or
its properties are bound, (ii) the charter, by-laws or other organizational
documents of the Company, or (iii) any law, administrative regulation, ordinance
or order of any court or governmental agency, arbitration panel or authority
applicable to the Company or its properties, except in the case of clauses (i)
and (iii) for any such conflicts, violations or defaults which are not
reasonably likely to have a Material Adverse Effect or (B) result in the
creation or imposition of any lien, encumbrance, claim, security interest or
restriction whatsoever upon any of the material properties or assets of the
Company or an acceleration of indebtedness pursuant to any obligation, agreement
or condition contained in any material bond, debenture, note or any other
evidence of indebtedness or any material indenture, mortgage, deed of trust or
any other agreement or instrument to which the Company is a party or by which
any of them is bound or to which any of the material property or assets of the
Company is subject. 

                         4.4        
Capitalization. As of the Closing, there were 22,500,000 shares of the
Company’s common stock issued and outstanding. Except as contemplated by
documents filed by the Company with the Securities and Exchange Commission (the
“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), since such date through the date hereof (the “Exchange Act Documents”),
there are no other outstanding rights (including, without limitation, preemptive
rights), warrants or options to acquire, or instruments convertible into or
exchangeable for, any unissued shares of capital stock or other equity interest
in the Company or any contract, commitment, agreement, understanding or
arrangement of any kind to which the Company is a party or of which the Company
has knowledge and relating to the issuance or sale of any capital stock of the
Company, any such convertible or exchangeable securities or any such rights,
warrants or options. 

                         4.5       
 Legal Proceedings. There is no material legal or governmental
proceeding pending or, to the knowledge of the Company, threatened to which the
Company is or may be a party or of which the business or property of the Company
is subject that is not disclosed in the Exchange Act Documents. 

                         4.6       
 No Violations. The Company is not in violation of its charter,
bylaws, or other organizational document, or in violation of any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company, which
violation, individually or in the aggregate, would be reasonably likely to have
a Material Adverse Effect, or is in default (and there exists no condition
which, with the passage of time or otherwise, would constitute a default) in any
material respect in the performance of any bond, debenture, note or any other
evidence of indebtedness in any indenture, mortgage, deed of trust or any other
material agreement or instrument to which the Company is a party or by which the
Company is bound or by which the properties of the Company are bound,
which would be reasonably likely to have a Material Adverse Effect. 

3




          5.          
Representations, Warranties and Covenants of the Investor. 

                         5.1         The
Investor represents and warrants to, and covenants with, the Company that: (i)
the Investor is an “accredited investor” as defined in Rule 501 of Regulation D
under the Securities Act and that the Investor is knowledgeable, sophisticated
and experienced in making, and is qualified to make decisions with respect to
investments in shares presenting an investment decision like that involved in
the purchase of the Units, including investments in securities issued by the
Company and investments in comparable companies, and has requested, received,
reviewed and considered all information it deemed relevant in making an informed
decision to purchase the Units; (ii) the Investor has carefully read and fully
understands the risks involved with an investment in the Company including,
without limitation, the risks identified on Annex II, attached hereto,
(iii) the Investor is acquiring the number of Units set forth in Section 3 of
the Signature Page to the Securities Purchase Agreement in the ordinary course
of its business and for its own account for investment only and with no present
intention of distributing any of such Units or any arrangement or understanding
with any other persons regarding the distribution of such Units; (iv) the
Investor will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) any of the Units except in compliance with the
Securities Act, applicable state securities laws and the respective rules and
regulations promulgated thereunder; (v) all of the representations made by the
Investor are true, correct and complete as of the date hereof and will be true,
correct and complete as of the Closing Date; and (vi) the Investor has, in
connection with its decision to purchase the number of Units set forth in
Section 3 of the Signature Page to the Securities Purchase Agreement, relied
only upon the Exchange Act Documents and the representations and warranties of
the Company contained herein. There are no suits, pending litigation, or claims
against the undersigned that could materially affect the net worth of the
Investor. 

                         5.2        
The Investor acknowledges that it has had access to the Exchange Act Documents
and has carefully reviewed the same. The Investor further acknowledges that the
Company has made available to it the opportunity to ask questions of and receive
answers from the Company’s officers and directors concerning the terms and
conditions of this Agreement and the business and financial condition of the
Company, and the Investor has received to its satisfaction, such information
about the business and financial condition of the Company and the terms and
conditions of the Agreement as it has requested. The Investor has carefully
considered the potential risks relating to the Company and a purchase of the
Units, and fully understands that the Units are speculative investments, which
involve a high degree of risk of loss of the Investor’s entire investment. Among
others, the undersigned has carefully considered each of the risks identified
under the caption “Risk Factors” in the Exchange Act Documents and Annex
II. 

                         5.3        
The Investor acknowledges, represents and agrees that no action has been or will
be taken in any jurisdiction outside the United States by the Company that would
permit an offering of the Units, or possession or distribution of offering
materials in connection with the issuance of the Units, in any jurisdiction
outside the United States where legal action by the Company for that purpose is
required. Investor will comply with all applicable laws and regulations in each
foreign jurisdiction in which it purchases, offers, sells or delivers Units,
Shares, Warrants or Warrant Shares or has in its possession or distributes any
offering material, in all cases at its own expense. 

                         5.4        
The Investor hereby covenants with the Company not to make any sale of the
Units, Shares, Warrants or Warrant Shares without complying with the provisions
of this Agreement, and the Investor acknowledges that the certificates
evidencing the Shares will be imprinted with a legend that prohibits their
transfer except in accordance therewith. The overall commitment of the Investor
to investments, which are not readily marketable, is not excessive in view of
the Investor’s net worth and financial circumstances, and any purchase of the
Units will not cause such commitment to become excessive. The Investor is able
to bear the economic risk of an investment in the Units. 

                         5.5        
The Investor further represents and warrants to, and covenants with, the Company
that (i) the Investor has full right, power, authority and capacity to enter
into this Agreement and to consummate the transactions contemplated hereby and
has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement
constitutes a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ and contracting parties’ rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law). 

4




                         5.6       
 Investor will not use any of the restricted Shares or Warrant Shares
acquired pursuant to this Agreement to cover any short position in the Common
Stock of the Company if doing so would be in violation of applicable securities
laws. 

                         5.7       
 The Investor understands that nothing in the Exchange Act Documents, this
Agreement or any other materials presented to the Investor in connection with
the purchase and sale of the Units constitutes legal, tax or investment advice.
The Investor has consulted such legal, tax and investment advisors, as it, in
its sole discretion, has deemed necessary or appropriate in connection with its
purchase of the Units. 

                         5.8       
 The Investor understands that the issuance of the Units to the Investor
has not been registered under the Securities Act in reliance upon one or more
specific exemptions therefrom, including Regulation D and/or Regulation S, which
exemption depends upon, among other things, the accuracy of the Investor’s
representations made in this Agreement. The Investor understands that the Units
must be held indefinitely unless subsequently registered under the Securities
Act and qualified under applicable state securities laws, or unless an exemption
from such registration and qualification requirements is otherwise available.
The Investor acknowledges that the Company has no obligation to register or
qualify the Units or underlying Shares or Warrant Shares for resale. The
Investor acknowledges that the Company will refuse to register any transfer of
Units, Shares or Warrant Shares that is not made in accordance with the
provisions of Regulation S, registered pursuant to the Securities Act or
otherwise exempt from such registration. The Investor further acknowledges that
if an exemption from registration or qualification is available, it may be
conditioned on various requirements including, but not limited to, the time and
manner of sale, the holding period for the Shares or Warrant Shares, and
requirements relating to the Company which are outside of the Investor’s
control, and which the Company is under no obligation and may not be able to
satisfy. The Investor has been independently advised as to the applicable
holding period imposed in respect of the Shares by securities legislation in the
jurisdiction in which the undersigned resides and confirms that no
representation has been made respecting the applicable holding periods for the
Shares or Warrant Shares in such jurisdiction and it is aware of the risks and
other characteristics of the Units and of the fact that the undersigned may not
resell the Units, Shares or Warrant Shares except in accordance with applicable
securities legislation and regulatory policy. 

                         5.9        
A copy of the Company’s annual report on Form 10-K, its quarterly reports on
Form 10-Q, current reports on Form 8-K and information statements are available
on the SEC’s website at www.sec.gov. 

                         5.10     
 For purposes of compliance with the Regulation S exemption for the offer
and sale of the Units (defined in this Section 5.10 to include the underlying
Shares and Warrant Shares) to non-U.S. Persons, if the Investor is not a “U.S.
Person,” as such term is defined in Rule 902(k) of Regulation S,1 the
Investor represents and warrants that the Investor is a person or entity that is
outside the United States, and further represents and warrants as follows: 
_____________________________



	1 	
      Regulation S provides in part as follows:

	 	 
		
      1.         “U.S.
      person” means: (i) any natural person resident in the United States; (ii)
      any partnership or corporation organized or incorporated under the laws of
      the United States; (iii) any estate of which any executor or administrator
      is a U.S. person; (iv) any trust of which any trustee is a U.S. person;
      (v) any agency or branch of a foreign entity located in the United States;
      (vi) any non- discretionary account or similar account (other than an
      estate or trust) held by a dealer or other fiduciary for the benefit or
      account of a U.S. person; (vii) any discretionary account or similar
      account (other than an estate or trust) held by a dealer or other
      fiduciary organized, incorporated, or (if an individual) resident in the
      United States; and (viii) any partnership or corporation if: (A) organized
      or incorporated under the laws of any foreign jurisdiction; and (B) formed
      by a U.S. person principally for the purpose of investing in securities
      not registered under the Securities Act of 1933, as amended, unless it is
      organized or incorporated, and owned, by accredited investors (as defined
      in Rule 501(a)) who are not natural persons, estates or trusts.

	 	 
		2.         The
      following are not “U.S. persons”: (i) any discretionary account or similar
      account (other than an estate or trust) held for the benefit or account of
      a non-U.S. person by a dealer or other professional fiduciary organized,
      incorporated, or (if an individual) resident in the United States; (ii)
      any estate of which any professional fiduciary acting as executor or
      administrator is a U.S. person if: (A) an executor or administrator of the
      estate who is not a U.S. person has sole or shared investment discretion
      with respect to


5 




                         (a)           The
Investor is not acting and purchasing (or proposes to purchase) the Units on
behalf of any other persons, entities or accounts and is not acquiring the Units
for the account or benefit of a U.S. Person. The Investor represents and
warrants that the Investor is not a “U.S. Person” (as defined in Rule 902(k)
under the Securities Act) and was located outside the United States at the time
any offer to buy the Units was made and at the time the buy offer was originated
by the undersigned. 

                         (b)          
If the Investor is a legal entity, it has not been formed specifically for the
purpose of investing in the Company. 

                         (c)           The
Investor hereby represents that he, she or it has satisfied and fully observed
the laws of the jurisdiction in which he, she or it is located or domiciled, in
connection with the acquisition of the Units, including (i) the legal
requirements of the Investor’s jurisdiction for the acquisition of the Units,
(ii) any foreign exchange restrictions applicable to such acquisition, (iii) any
governmental or other consents that may need to be obtained, and (iv) the income
tax and other tax consequences, if any, which may be relevant to the holding,
redemption, sale, or transfer of the Units; and further, the Investor agrees to
continue to comply with such laws as long as he, she or it shall hold the Units.


                         (d)          
To the knowledge of the Investor, without having made any independent
investigation, neither the Company nor any person acting for the Company, has
conducted any “directed selling efforts” in the United States as the term
“directed selling efforts” is defined in Rule 902 of Regulation S, which, in
general, means any activity undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the marketing in the
United States for any of the Units being offered. Such activity includes,
without limitation, the mailing of printed material to investors residing in the
United States, the holding of promotional seminars in the United States, and the
placement of advertisements with radio or television stations broadcasting in
the United States or in publications with a general circulation in the United
States, which discuss the offering of the Units. To the knowledge of the
Investor, the Units were not offered to the undersigned through, and the
undersigned is not aware of, any form of general solicitation or general
advertising, including without limitation, (i) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
media or broadcast over television or radio, and (ii) any seminar or meeting
whose attendees have been invited by any general solicitation or general
advertising. 

                         (e)           The
Investor will offer, sell or otherwise transfer the Units, only (A) pursuant to
a registration statement that has been declared effective under the Securities
Act, (B) pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S in a transaction meeting the requirements of
Rule 904 (or other applicable Rule) under the Securities Act, or (C) pursuant to
another available exemption from the registration requirements of the Securities
Act, subject to the Company’s right prior to any offer, sale or transfer
pursuant to clauses (B) or (C) to require the delivery of an opinion of counsel,
certificates or other information reasonably satisfactory to the Company for the
purpose of determining the availability of an exemption. 

                         (f)           The
Investor will not engage in hedging transactions involving the Units unless such
transactions are in compliance with the Securities Act. 

___________________________________________________________________________________________________________________________________

the assets of the estate; and (B) the
estate is governed by foreign law; (iii) any trust of which any professional
fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S.
person has sole or shared investment discretion with respect to the trust
assets, and no beneficiary of the trust (and no settlor if the trust is
revocable) is a U.S. person; (iv) an employee benefit plan established and
administered in accordance with the law of a country other than the United
States and customary practices and documentation of such country; (v) any agency
or branch of a U.S. person located outside the United States if: (A) the agency
or branch operates for valid business reasons; and (B) the agency or branch is
engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located; and (vi) the International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations, and their
agencies, affiliates and pension plans, and any other similar international
organizations, their agencies, affiliates and pension plans. 

6




                         (g)           The
Investor represents and warrants that the undersigned is not a citizen of the
United States and is not, and has no present intention of becoming, a resident
of the United States (defined as being any natural person physically present
within the United States for at least 183 days in a 12-month consecutive period
or any entity who maintained an office in the United States at any time during a
12-month consecutive period). The Investor understands that the Company may rely
upon the representations and warranty of this paragraph as a basis for an
exemption from registration of the Units under the Securities Act of 1933, as
amended, and the provisions of relevant state securities laws. 

                         5.11       The
Investor is not a “disqualified organization.” “Disqualified organization” means
(i) the federal government of the United States; (ii) any state or political
subdivision of the United States; (iii) any foreign government; (iv) any
international organization; (v) any agency or instrumentality of any of the
organizations listed in clauses (i), (ii), (iii) or (iv) above; (vi) any other
tax exempt organization, other than a farmer’s cooperative described in Section
521 of the Code that is exempt from both income taxation and from taxation under
the unrelated business taxable income provisions of the Code; or (vii) any rural
electrical or telephone cooperative. 

                         5.12     
 The Investor represents that neither it nor, to the Investor’s knowledge,
any person or entity controlling, controlled by or under common control with the
Investor, nor any person or entity having a beneficial interest in the Investor,
nor any other person or entity on whose behalf the undersigned is acting (i) is
a person or entity listed in the annex to Executive Order No. 13224 (2001)
issued by the President of the United States (Executive Order Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism); (ii) is named on the List of Specially Designated Nationals
and Blocked Persons maintained by the U.S. Office of Foreign Assets Control
(OFAC); (iii) is a non-U.S. shell bank or is providing banking services
indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure
or an immediate family member or close associate of such figure; or (v) is
otherwise prohibited from investing in the Company pursuant to applicable U.S.
anti-money laundering, antiterrorist and asset control laws, regulations, rules
or orders (categories (i) through (v) collectively, a “Prohibited Investor”).
The Investor agrees to provide the Company, promptly upon request, all
information that the Company reasonably deems necessary or appropriate to comply
with applicable U.S. anti-money laundering, antiterrorist and asset control
laws, regulations, rules and orders. The Investor consents to the disclosure to
U.S. regulators and law enforcement authorities by the Company and its
affiliates and agents of such information about the Investor as the Company
reasonably deems necessary or appropriate to comply with applicable U.S.
anti-money laundering, antiterrorist and asset control laws, regulations, rules
and orders. If the Investor is a financial institution that is subject to the
PATRIOT Act, Public Law No. 107-56 (Oct. 26, 2001) (the “Patriot Act”), the
Investor represents that the Investor has met all of its respective obligations
under the Patriot Act. The Investor acknowledges that if, following the
investment in the Company by the Investor, the Company reasonably believes that
the Investor is a Prohibited Investor or is otherwise engaged in suspicious
activity or refuses to provide promptly information that the Company requests,
the Company has the right or may be obligated to prohibit additional
investments, segregate the assets constituting the investment in accordance with
applicable regulations or immediately require Investor to transfer the Units,
Shares, Warrants or Warrant Shares. The Investor further acknowledges that the
Investor will not have any claim against the Company or any of its affiliates or
agents for any form of damages as a result of any of the foregoing actions. 

          6.          
Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed (A) if within the United States
by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile, or (B) if delivered
from outside the United States, by International Federal Express or facsimile,
and shall be deemed given (i) if delivered by first-class registered or
certified mail, three business days after so mailed, (ii) if delivered by
nationally recognized overnight carrier, one business day after so mailed, (iii)
if delivered by International Federal Express, two business days after so
mailed, (iv) if delivered by facsimile, upon electronic confirmation of receipt
and shall be delivered as addressed as follows: 

7





	 	(a) 	if to the Company, to: 	Canterbury Resources, Inc. 
	 	  	  	69 Stanley Point Road 
	 	  	  	Devonport, Auckland 
	 	  	  	New Zealand 0624 
	 	  	  	Attn: Chief Executive Officer 
	 	  	  	Phone: (69) 9 445-6338 
	 	  	  	 
	 	(b) 	with a copy to: 	Greenberg Traurig LLP 
	 	  	  	1201 K Street, Suite 1100 
	 	  	  	Sacramento, CA 95814 
	 	  	  	Attn: Mark C Lee 
	 	  	  	Phone: (916) 442-1111 
	 	  	  	Fax: (916) 448-1709 


                              (c)          
if to the Investor, at its address on the signature page hereto, or at such
other address or addresses as may have been furnished to the Company in writing.


          7.           Changes.
This Agreement may not be modified or amended except pursuant to an instrument
in writing signed by the Company and the Investor. 

          8.           Headings.
The headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement. 

          9.          
Severability. In case any provision contained in this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby. 

          10.           Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of Nevada, without giving effect to the
principles of conflicts of law. 

          11.          
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall constitute an original, but all of which, when taken
together, shall constitute but one instrument, and shall become effective when
one or more counterparts have been signed by each party hereto and delivered to
the other parties. 

          12.          
Rule 144. The Company covenants that it will timely file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder (or, if the Company is not
required to file such reports, it will, upon the request of the Investor holding
Shares and Warrant Shares purchased hereunder made after the first anniversary
of the Closing Date, make publicly available such information as necessary to
permit sales pursuant to Rule 144 under the Securities Act), and it will take
such further action as the Investor may reasonably request, all to the extent
required from time to time to enable such Investor to sell Shares or Warrant
Shares purchased hereunder without registration under the Securities Act within
the limitation of the exemptions provided by (a) Rule 144 under the Securities
Act, as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC. Upon the request of the Investor, the
Company will deliver to such holder a written statement as to whether it has
complied with such information and requirements. 

8




          13.           Confidential Information. The Investor represents to the Company that, at
all times during the Company’s offering of the Units, the Investor has
maintained in confidence all non-public information regarding the Company
received by the Investor from the Company or its agents, and covenants that it
will continue to maintain in confidence such information and shall not use such
information for any purpose other than to evaluate the purchase of the Units
until such information (a) becomes generally publicly available other than
through a violation of this provision by the Investor or its agents or (b) is
required to be disclosed in legal proceedings (such as by deposition,
interrogatory, request for documents, subpoena, civil investigation demand,
filing with any governmental authority or similar process), provided, however,
that before making any use or disclosure in reliance on this subparagraph (b)
the Investor shall give the Company at least fifteen (15) days prior written
notice (or such shorter period as required by law) specifying the circumstances giving rise thereto and
will furnish only that portion of the non-public information which is legally
required and will exercise its best efforts to obtain reliable assurance that
confidential treatment will be accorded any non-public information so furnished.

9




ANNEX II 

RISK FACTORS 

The risks described below are the ones the Company believes
are the most important for the Investor to consider, although these risks are
not the only ones that the Company faces. If events anticipated by any of the
following risks actually occur, the Company’s business, operating results or
financial condition could suffer and the trading price of the Company’s common
stock could decline.

FURTHER, THE RISKS DESCRIBED BELOW ASSUME THE CONSUMMATION
OF A PROPOSED REVERSE ACQUISITION TRANSACTION BETWEEN THE COMPANY AND ECHO
AUTOMOTIVE, LLC, AN ARIZONA LIMITED LIABILITY COMPANY (“ECHO”), PURSUANT TO
WHICH THE COMPANY WILL ISSUE CERTAIN SHARES OF ITS COMMON STOCK TO THE SOLE
MEMBER OF ECHO IN EXCHANGE FOR 100% OF THE ISSUED AND OUTSTANDING UNITS OF ECHO
(THE "EXCHANGE TRANSACTION"). ECHO IS PRIMARILY ENGAGED IN DEVELOPING A
TECHNOLOGY THAT IT BELIEVES MAY REDUCE OVERALL FUEL EXPENSES IN COMMERCIAL FLEET
VEHICLES BY AUGMENTING EXISTING POWER TRAINS WITH HIGHLY EFFICIENT ELECTRICAL
ENERGY DELIVERED BY ELECTRIC MOTORS POWERED BY ECHO’S MODULAR PLUG-IN BATTERY
MODULES. ASSUMING THE SUCCESSFUL CLOSING OF THE EXCHANGE TRANSACTION, ECHO SHALL
BECOME A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND THE BUSINESS OF THE COMPANY
SHALL CONSIST PRIMARILY OF THE BUSINESS OF ECHO. 

AS USED BELOW, “WE,” “US” AND “OUR” REFER COLLECTIVELY TO
CANTERBURY RESOURCES, INC. AND ECHO, AND REFERENCES TO THE “COMPANY” REFER TO
THE COMPANY AFTER GIVING EFFECT TO THE MERGER TRANSACTION. 

Risks Related to Our Business and Industry


We have incurred losses in prior periods and may incur
losses in the future. 

We cannot be assured that we can achieve or sustain
profitability on a quarterly or annual basis in the future. Our operations are
subject to the risks and competition inherent in the establishment of a business
enterprise. There can be no assurance that future operations will be profitable.
We may not achieve our business objectives and the failure to achieve such goals
would have an adverse impact on us. 

Our future is dependent upon our ability to obtain financing.
  If we do not obtain such financing, we may have to cease our activities and
  investors could lose their entire investment.

There is no assurance that we will operate profitably or
generate positive cash flow in the future. We will require additional financing
in order to proceed with the manufacture and distribution of our products,
including our Echo Drive technology. We will also require additional financing
to pay the fees and expenses necessary to become and operate as a public
company. We will also need more funds if the costs of the development and
operation of our existing technologies are greater than we have anticipated. We
will also require additional financing to sustain our business operations if we
are not successful in earning revenues. We may not be able to obtain financing
on commercially reasonable terms or terms that are acceptable to us when it is
required. Our future is dependent upon our ability to obtain financing. If we do
not obtain such financing, our business could fail and investors could lose
their entire investment. 

Because we may never earn revenues from our operations,
  our business may fail and investors may lose all of their investment in our
  Company.

We have no history of revenues from operations. We have yet to
generate positive earnings and there can be no assurance that we will ever
operate profitably. Our company has a limited operating history. If our business
plan is not successful and we are not able to operate profitably, then our stock
may become worthless and investors may lose all of their investment in our
company. 

10




Prior to obtaining customers and distribution for our products,
we anticipate that we will incur increased operating expenses without realizing
any revenues. We therefore expect to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues from the sale of our products in the future, we will not be able to
earn profits or continue operations. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and we can
provide no assurance that we will generate any revenues or ever achieve
profitability. If we are unsuccessful in addressing these risks, our business
will fail and investors may lose all of their investment in our company. 

Our limited operating history and recent change in business
  direction makes evaluating our business and future prospects difficult, and
  may increase the risk of your investment.

We have a very limited operating history on which investors can
base an evaluation of our business, operating results and prospects. Of even
greater significance is that fact that we have no operating history with respect
to augmenting existing power trains with highly efficient electrical energy
delivered by electric motors powered by our modular plug-in battery modules.


While the basic technology has been verified, we only recently
have begun the commercialization of the complete plug-in hybrid electric vehicle
(PHEV) system in preparation for our initial conversion of a vehicle. This
limits our ability to accurately forecast the cost of the conversions or to
determine a precise date on which the commercial platform for vehicle
conversions will be widely released. 

We are currently evaluating, qualifying and selecting our
suppliers for the hybrid conversion system. However, we may not be able to
engage suppliers for the remaining components in a timely manner, at an
acceptable price or in the necessary quantities. In addition, we may also need
to do extensive testing to ensure that the conversions are in compliance with
applicable National Highway Traffic Safety Administration (NHTSA) safety
regulations and United States Environmental Protection Agency (EPA) regulations
prior to full distribution to our licensees. Our plan to complete the initial
commercialization of the hybrid conversion system is dependent upon the timely
availability of funds, upon our finalizing the engineering, component
procurement, build out and testing in a timely manner. Any significant delays
would materially adversely affect our business, prospects, financial condition
and operating results. Consequently, it is difficult to predict our future
revenues and appropriately budget for our expenses, and we have limited insight
into trends that may emerge and affect our business. In the event that actual
results differ from our estimates or we adjust our estimates in future periods,
our operating results and financial position could be materially affected. If
the markets for hybrid electric conversions and/or electric motors and
generators does not develop as we expect or develops more slowly than we expect,
our business, prospects, financial condition and operating results will be
harmed. 

Decreases in the price of oil, gasoline and diesel fuel
may influence the conversions to plug-in hybrid electric vehicles include, which
may slow the growth of our business and negatively impact our financial results.


The market for plug-in hybrid electric vehicle conversions is
relatively new, rapidly evolving, characterized by rapidly changing
technologies, evolving government regulation, and changing consumer demands and
behaviors. Prices for oil, gasoline and diesel fuel can be very volatile.
Increases in the price of fuels will likely raise interest in plug-in hybrid
conversions. Decreases in the price of fuels will likely reduce interest in
conversions and reduced interest could slow the growth of our business. 

Our growth depends in part on environmental regulations
  and programs mandating the use of vehicles that get better gas mileage and generate
  fewer emissions and any modification or repeal of these regulations may adversely
  impact our business.

Enabling commercial customers to meet environmental regulations
and programs in the United States that promote or mandate the use of vehicles
that get better gas mileage and generate fewer emissions is an integral part of
our business plan. Industry participants with a vested interest in gasoline and
diesel invest significant time and money in efforts to influence environmental
regulations in ways that delay or repeal requirements for cleaner vehicle
emissions. Furthermore, the economic recession may result in the delay,
amendment or waiver of environmental regulations due to the perception that they
impose increased costs on the transportation industry or the general public that
cannot be absorbed in a shrinking economy. The delay, repeal or modification of
federal or state regulations or programs that encourage the use of more efficient and/or
cleaner vehicles could slow our growth and adversely affect our business. 

11




Some aspects of our business will depend in part on the
  availability of federal, state and local rebates and tax credits for hybrid
  electric vehicles, and as such, a reduction in these incentives would increase
  the cost of conversions for our customers and could significantly reduce our
revenue.

Hybrid conversions for the general public will depend in part
on tax credits, rebates and similar federal, state and local government
incentives that promote hybrid electric vehicles. We anticipate that fleet
owners will be less reliant on incentives. As for other products we create,
there should be no reliance at all. Nonetheless, any reduction, elimination or
discriminatory application of federal, state and local government incentives and
other economic subsidies or tax credits because of policy changes, the reduced
need for such subsidies or incentives due to the perceived success of the hybrid
conversions, fiscal tightening or other reasons may have a direct or indirect
material adverse effect on our business, financial condition, and operating
results. 

We may experience significant delays in the design and
  implementation of our technology into the motors of the companies with which
  we may have research and development agreements with, which could harm our business
  and prospects.

Any delay in the financing, design, and implementation of our
technology into the motor of the companies with which we may have research and
development agreements could materially damage our brand, business, prospects,
financial condition and operating results. Motor manufacturers often experience
delays in the design, manufacture and commercial release of new product lines.


If we are unable to adequately control the costs associated
  with operating our business, including our costs of sales and materials, our
  business, financial condition, operating results and prospects will suffer.

If we are unable to maintain a sufficiently low level of costs
for designing, marketing, selling and distributing our conversion system
relative to their selling prices, our operating results, gross margins, business
and prospects could be materially and adversely impacted. We have made, and will
be required to continue to make, significant investments for the design and
sales of our system and technologies. There can be no assurances that our costs
of producing and delivering our system and technologies will be less than the
revenue we generate from sales, licenses and/or royalties or that we will
achieve our expected gross margins. 

We may be required to incur substantial marketing costs and
expenses to promote our systems and technologies, even though our marketing
expenses to date have been relatively limited. If we are unable to keep our
operating costs aligned with the level of revenues we generate, our operating
results, business and prospects will be harmed. Many of the factors that impact
our operating costs are beyond our control. For example, the costs of our
components could increase due to shortages as global demand for these products
increases. Indeed, if the popularity of hybrid conversions exceeds current
expectations without significant expansion in battery production capacity and
advancements in battery technology, shortages could occur which would result in
increased costs to us. 

We will be dependent on our suppliers, some of which are
  single or limited source suppliers, and the inability of these suppliers to
  continue to deliver, or their refusal to deliver, necessary components at prices
  and volumes acceptable to us would have a material adverse effect on our business,
  prospects and operating results.

We are currently and continually evaluating, qualifying and
selecting suppliers for our conversion system. We will source globally from a
number of suppliers, some of whom may be single source suppliers for these
components. While we obtain components from multiple sources whenever possible,
it may not always be possible to avoid purchasing from a single source. To date,
we have not qualified alternative sources for any of our single sourced
components. 

While we believe that we may be able to establish alternate
supply relationships and can obtain or engineer replacements for our single
source components, we may be unable to do so in the short term or at all at
prices or costs that are favorable to us. In particular, while we believe that
we will be able to secure alternate sources of supply for almost all of our
single-sourced components in a relatively short time frame, qualifying alternate
suppliers or developing our own replacements for certain highly
customized components may be time consuming and costly. 

12




The supply chain will expose us to potential sources of
delivery failure or component shortages. If we experience significant increased
demand, or need to replace our existing suppliers, there can be no assurance
that additional supplies of component parts will be available when required on
terms that are favorable to us, at all, or that any supplier would allocate
sufficient supplies to us in order to meet our requirements or fill our orders
in a timely manner. The loss of any single or limited source supplier or the
disruption in the supply of components from these suppliers could lead to delays
to our customers, which could hurt our relationships with our customers and also
materially adversely affect our business, prospects and operating results. 

Changes in our supply chain may result in increased cost and
delay. A failure by our suppliers to provide the necessary components could
prevent us from fulfilling customer orders in a timely fashion which could
result in negative publicity, damage our brand and have a material adverse
effect on our business, prospects, financial condition and operating results.


The use of plug-in hybrid electric vehicles in vehicle
  components or electric motors may not become sufficiently accepted for us to
  expand our business.

To expand our conversion business, we must license new fleet,
dealer and service center customers. We cannot guarantee that we will be able to
develop these customers or that they will sign our license contracts. Whether we
will be able to expand our customer base will depend on a number of factors,
including the level of acceptance of plug-in hybrid electric vehicles by fleet
owners and the general public. A failure to expand our customer base could have
a material adverse effect on our business, prospects, financial condition and
operating results. 

If there are advances in other alternative vehicle fuels
  or technologies, or if there are improvements in gasoline or diesel engines,
  demand for hybrid electric conversions and/or our other products may decline
  and our business may suffer.

Technological advances in the production, delivery and use of
alternative fuels that are, or are perceived to be, cleaner, more cost-effective
than our traditional fuel/electric combination have the potential to slow
adoption of plug-in hybrid electric vehicles. Hydrogen, compressed natural gas
and other alternative fuels in experimental or developmental stages may
eventually offer a cleaner, more cost-effective alternative to our gasoline or
diesel and electric combination. Equally, any significant improvements in the
fuel economy or efficiency of the internal combustion engine may slow
conversions to plug-in hybrid vehicles and, consequently, would have a
detrimental effect on our business and operations. 

While we are not aware of any pending innovations in or
introductions of new heat reduction or heat transfer technologies, that does not
mean none are in the offing. We have no control of what our competitors are
doing nor awareness of their plans until such information is released for
general consumption. The introduction of any new technology that offers better
or equivalent results at a lower price would have a detrimental effect on our
business and operations. 

Our research and commercialization efforts may not be sufficient
  to adapt to changes in electric vehicle technology.

As technologies change, we plan to upgrade or adapt our
conversion system in order to continue to provide vehicles with the latest
technology, in particular battery technology. However, our conversions may not
compete effectively with alternative vehicles if we are not able to source and
integrate the latest technology into our conversion system. For example, we do
not manufacture battery cells and that makes us dependent upon other suppliers
of battery cell technology for our battery packs. 

Any failure to keep up with advances in electric or internal
combustion vehicle technology would result in a decline in our competitive
position which would materially and adversely affect our business, prospects,
operating results and financial condition. 

13




The cyclical nature of business cycles can adversely
affect our business. 

Our business is directly related to general economic conditions
which can be cyclical. It also depends on other factors, such as corporate and
consumer confidence and preferences. A significant increase in global sales of
electric or hybrid vehicles could have a direct impact on our earnings and cash
flows by lowering the need to convert existing vehicles to plug-in hybrids.
Equally, a significant decrease in the global sales of electric motors and
generators could have a direct impact on our earnings and cash flows. The
realization of either situation would also have an adverse effect on our
business, results of operations and financial condition. 

A prolonged economic downturn or economic uncertainty could
  adversely affect our business and cause us to require additional sources of
  financing, which may not be available.

Our sensitivity to economic cycles and any related fluctuation
in the businesses of our fleet customers, electric motor manufacturers or income
of the general public may have a material adverse effect on our financial
condition, results of operations or cash flows. If global economic conditions
deteriorate or economic uncertainty increases, our customers and potential
customers may experience lowered incomes or deterioration of their businesses,
which may result in the delay or cancellation of plans to convert their
vehicles, reduced license sales or reduced royalties from sales by licensees. As
a consequence, our cash flow could be adversely impacted. 

Any changes in business credit availability or cost of
  borrowing could adversely affect our business.

Declines in the availability of business credit and increases
in corporate borrowing costs could negatively impact the number of conversions
performed and the number of electric motors manufactured. Substantial declines
in the number of conversions by our customers could have a material adverse
effect on our business, results of operations and financial condition. In
addition, the disruption in the capital markets that began in 2008 has reduced
the availability of debt financing to support the conversion of existing
vehicles into plug-in hybrids. If our potential customers are unable to access
credit to convert their vehicles, it would impair our ability to grow our
business. 

Our future business depends in large part on our ability
  to execute our plans to market and license our conversion system.

Failure to obtain reliable sources of component supply, that
will enable us to meet the quality, price, engineering, design and production
standards, as well as the production volumes required to successfully mass
market our conversion system could negatively affect our Company’s revenues and
business operations. 

Even if we are successful in developing a high volume
conversion platform and reliable sources of component supply, we do not know
whether we will be able to do so in a manner that avoids significant delays and
cost overruns, including factors beyond our control such as problems with
suppliers and vendors, or shipping schedules that meet our customers’ conversion
requirements. Any failure to develop such capabilities within our projected
costs and timelines could have a material adverse effect on our business,
prospects, operating results and financial condition. 

We may incur material losses and costs as a result of warranty
  claims and product liability actions that may be brought against us.

We face an inherent business risk of exposure to product
liability in the event that our hybrid conversions or other products fail to
perform as expected and, in the case of product liability, failure of our
products results in bodily injury and/or property damage. Our customers have
expectations of proper performance and reliability of our hybrid conversions and
any other products that we may supply. If flaws in the design of our products
were to occur, we could experience a rate of failure in our hybrid conversions
or other products that could result in significant charges for product re-work
or replacement costs. Although we will engage in extensive quality programs and
processes, these may not be sufficient to avoid conversion or product failures,
which could cause us to: 

	lose revenue;
  
	incur increased costs such as costs associated with customer support;
  
	experience delays, cancellations or rescheduling of conversions or orders
  for our products; 


14 




	experience increased product returns or discounts; or
  
	damage our reputation; 


all of which could negatively affect our financial condition
and results of operations. If any of our hybrid conversions or other products
are or are alleged to be defective, we may be required to participate in a
recall involving such conversions or products. A recall claim brought against
us, or a product liability claim brought against us in excess of our available
insurance, may have a material adverse effect on our business. 

If we are unable to enforce our intellectual property
rights or if our intellectual property rights become obsolete, our competitive
position could be adversely impacted. 

We utilize a variety of intellectual property rights in our
products. We view our portfolio of process and design technologies as one of our
competitive strengths and we use it as part of our efforts to differentiate our
product offerings. We may not be able to successfully preserve these
intellectual property rights in the future and these rights could be
invalidated, circumvented, challenged or infringed upon. In addition, the laws
of some foreign countries in which our products may be sold do not protect
intellectual property rights to the same extent as the laws of the United
States. If we are unable to protect and maintain our intellectual property
rights, or if there are any successful intellectual property challenges or
infringement proceedings against us, our ability to differentiate our product
offerings could diminish. In addition, if our intellectual property rights or
work processes become obsolete, we may not be able to differentiate our product
offerings and some of our competitors may be able to offer more attractive
products to our customers. As a result, our business and financial performance
could be materially and adversely affected.

Developments or assertions by us or against us relating
to intellectual property rights could materially impact our business.


We expect to own or license significant intellectual property,
including patents, and intend to be involved in numerous licensing arrangements.
Our intellectual property should play an important role in maintaining our
competitive position in a number of the markets we intend to serve. We will
attempt to protect proprietary and intellectual property rights to our products
and conversion system through available patent laws and licensing and
distribution arrangements with reputable domestic and international companies.
Despite these precautions, patent laws afford only limited practical protection
in certain countries. 

Litigation may also be necessary in the future to enforce our
intellectual property rights or to determine the validity and scope of the
proprietary rights of others or to defend against claims of invalidity. Such
litigation could result in substantial costs and the diversion of resources. As
we create or adopt new technology, we will also face an inherent risk of
exposure to the claims of others that we have allegedly violated their
intellectual property rights. 

We cannot assure that we will not experience any intellectual
property claim losses in the future or that we will not incur significant costs
to defend such claims nor can we assure that infringement or invalidity claims
will not materially adversely affect our business, results of operations and
financial condition. Regardless of the validity or the success of the assertion
of these claims, we could incur significant costs and diversion of resources in
enforcing our intellectual property rights or in defending against such claims,
which could have a material adverse effect on our business, results of
operations and financial condition. 

Any such imposition of a liability that is not covered by
insurance, is in excess of insurance coverage or is not covered by an
indemnification could have a material adverse effect on our business, results of
operations and financial condition. 

Liability or alleged liability could harm our business by
damaging our reputation, requiring us to incur expensive legal costs in defense,
exposing us to awards of damages and costs and diverting management’s attention
away from our business operations. Any such liability could severely impact our
business operations and/or revenues. If any claims or actions are asserted
against us, we may seek to settle such claim by obtaining a license from the
plaintiff covering the disputed intellectual property rights. We cannot provide
any assurances, however, that under such circumstances a license, or any other
form of settlement, would be available on reasonable terms or at all. 

15




We may incur material losses, additional costs or even
interruption of business operations as a result of fines or sanctions brought by
government regulators. 

We will likely be subject to various U.S. federal, state and
local, and non-U.S. environmental, transportation and safety laws and
regulations, such as requirements for aftermarket fuel conversion certification
by the Environmental Protection Agency or separate requirements for aftermarket
fuel conversion certification by California and other states. We cannot assure
you that we will be at all times in complete compliance with such laws,
regulations and permits. If we violate or fail to comply with these laws,
regulations or certifications, we could be fined or otherwise sanctioned by
regulators. 

We may face risks from doing business internationally.

We may license, sell or distribute products outside the U.S.,
and derive revenues from these sources. Consequently, our revenues and results
of operations will be vulnerable to currency fluctuations. We will report our
revenues and results of operations in U.S. dollars, but a significant portion of
our revenues could be earned outside of the U.S. We cannot accurately predict
the impact of future exchange rate fluctuations on revenues and operating
margins. Such fluctuations could have a material adverse effect on our business,
results of operations and financial condition. Our business will also be subject
to other risks inherent in the international marketplace, many of which are
beyond our control. These risks include: 

• laws and policies affecting trade,
investment and taxes, including laws and policies relating to the repatriation
of funds and withholding taxes, and changes in these laws; 
• changes in
local regulatory requirements, including restrictions on conversions; 
•
differing cultural tastes and attitudes; 
• differing degrees of protection
for intellectual property; 
• financial instability; 
• the instability of
foreign economies and governments; 
• war and acts of terrorism. 

Any of the foregoing could have a material adverse effect on
our business, financial condition and results of operations. 

Our long-term growth depends upon technological
innovation and commercialization.

Our ability to deliver our long-term growth strategy depends in
part on the commercialization of new technology. A central aspect of our growth
strategy is to improve our products and services through innovation, to obtain
technologically advanced products through internal research and development
and/or acquisitions, to protect proprietary technology from unauthorized use and
to expand the markets for new technology by leveraging our infrastructure. Our
success will depend on our ability to commercialize the technology that we have
acquired and demonstrate the enhanced value our technology brings to our
customers’ operations. Our major technological advances include, but are not
limited to, those related to the design of technology to reduce overall fuel
expenses in commercial fleet vehicles by augmenting existing power trains with
highly efficient electrical energy delivered by electric motors powered by our
modular plug-in battery modules. We cannot be assured of the successful
commercialization of, and above-average growth from, our new products and
services, as well as legal protection of our intellectual property rights. Any
failure in the commercialization of our technology could adversely affect our
business and results of operations.

Risks Relating to our Securities and our Status as a
Public Company 

The relative lack of public company experience of our
management team may put us at a competitive disadvantage. 

Our management team lacks public company experience and is
generally unfamiliar with the requirements of the United States securities laws
and U.S. Generally Accepted Accounting Principles, which could impair our
ability to comply with legal and regulatory requirements such as those imposed
by Sarbanes-Oxley Act of 2002. The individuals who now constitute our senior
management team have never had responsibility for managing a publicly traded company. Such responsibilities include complying with
federal securities laws and making required disclosures on a timely basis. Our
senior management may not be able to implement programs and policies in an
effective and timely manner that adequately responds to such increased legal,
regulatory compliance and reporting requirements. Our failure to comply with all
applicable requirements could lead to the imposition of fines and penalties and
distract our management from attending to the growth of our business. 

16




Shares of our common stock that have not been registered
  under the Securities Act of 1933, as amended, regardless of whether such shares
  are restricted or unrestricted, are subject to resale restrictions imposed by
  Rule 144, including those set forth in Rule 144(i) which apply to a “shell
  company.” In addition, any shares of our common stock that are held by
  affiliates, including any received in a registered offering, will be subject
to the resale restrictions of Rule 144(i).

Pursuant to Rule 144 of the Securities Act of 1933, as amended
(“Rule 144”), a “shell company” is defined as a company that has no or nominal
operations; and, either no or nominal assets; assets consisting solely of cash
and cash equivalents; or assets consisting of any amount of cash and cash
equivalents and nominal other assets. As such, we may be deemed a “shell
company” pursuant to Rule 144 prior to the Exchange, and as such, sales of our
securities pursuant to Rule 144 are not able to be made until a period of at
least twelve months has elapsed from the date on which our Current Report on
Form 8-K is filed with the Commission reflecting our status as a non-“shell
company.” Therefore, any restricted securities we sell in the future or issue to
consultants or employees, in consideration for services rendered or for any
other purpose will have no liquidity until and unless such securities are
registered with the Commission and/or until a year after the date of the filing
of our Current Report on Form 8-K and we have otherwise complied with the other
requirements of Rule 144. As a result, it may be harder for us to fund our
operations and pay our employees and consultants with our securities instead of
cash. Furthermore, it will be harder for us to raise funding through the sale of
debt or equity securities unless we agree to register such securities with the
Commission, which could cause us to expend additional resources in the future.
Our previous status as a “shell company” could prevent us from raising
additional funds, engaging employees and consultants, and using our securities
to pay for any acquisitions (although none are currently planned), which could
cause the value of our securities, if any, to decline in value or become
worthless. Lastly, any shares held by affiliates, including shares received in
any registered offering, will be subject to the resale restrictions of Rule
144(i). 

We will be required to incur significant costs and require
  significant management resources to evaluate our internal control over financial
  reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure
  to comply or any adverse result from such evaluation may have an adverse effect
  on our stock price. 

As a smaller reporting company as defined in Rule 12b-2 under
the Securities Exchange Act of 1934, as amended, we are required to evaluate our
internal control over financial reporting under Section 404 of the
Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include
an internal control report with the Annual Report on Form 10-K. This report must
include management’s assessment of the effectiveness of our internal control
over financial reporting as of the end of the fiscal year. This report must also
include disclosure of any material weaknesses in internal control over financial
reporting that we have identified. Failure to comply, or any adverse results
from such evaluation could result in a loss of investor confidence in our
financial reports and have an adverse effect on the trading price of our equity
securities. Management believes that its internal controls and procedures are
currently not effective to detect the inappropriate application of U.S. GAAP
rules. Management realize there are deficiencies in the design or operation of
our internal control that adversely affect our internal controls which
management considers to be material weaknesses including those described below:


	 	i) 	
      As of December 31, 2011, the Company did not have a
      separate audit committee.

	 	 	 
	 		
      Due to the significant number and magnitude of
      out-of-period adjustments identified during the year- end closing process,
      management has concluded that the controls over the period-end financial
      reporting process were not operating effectively. A material weakness in
      the period-end financial reporting process

	 	 	 
	 	ii) 	
      could result in us not being able to meet our regulatory
      filing deadlines and, if not remediated, has the potential to cause a
      material misstatement or to miss a filing deadline in the future.
      Management override of existing controls is possible given the small size
      of the organization and lack of personnel.

	 	 	 
	 	iii) 	
      There is no system in place to review and monitor
      internal control over financial reporting. The Company maintains an insufficient complement of personnel to
carry out ongoing monitoring responsibilities and ensure effective internal
control over financial reporting 



17 




Achieving continued compliance with Section 404 may require us
to incur significant costs and expend significant time and management resources.
We cannot assure you that we will be able to fully comply with Section 404 or
that we and our independent registered public accounting firm would be able to
conclude that our internal control over financial reporting is effective at
fiscal year end. As a result, investors could lose confidence in our reported
financial information, which could have an adverse effect on the trading price
of our securities, as well as subject us to civil or criminal investigations and
penalties. In addition, our independent registered public accounting firm may
not agree with our management’s assessment or conclude that our internal control
over financial reporting is operating effectively.

If we lose our key management personnel, we may not be
  able to successfully manage our business or achieve our objectives, and such
  loss could adversely affect our business, future operations and financial condition.
  

Our future success depends in large part upon the leadership
and performance of our executive management team and key consultants. If we lose
the services of one or more of our executive officers or key consultants, or if
one or more of them decides to join a competitor or otherwise compete directly
or indirectly with us, we may not be able to successfully manage our business or
achieve our business objectives. We do not have “Key-Man” life insurance
policies on our key executives. If we lose the services of any of our key
consultants, we may not be able to replace them with similarly qualified
personnel, which could harm our business. The loss of our key executives or our
inability to attract and retain additional highly skilled employees may
adversely affect our business, future operations, and financial condition.

The elimination of monetary liability against our
directors, officers and employees under Nevada law and the existence of
indemnification rights to our directors, officers and employees may result in
substantial expenditures by our company and may discourage lawsuits against our
directors, officers and employees. 

Our Articles of Incorporation contain a provision permitting us
to eliminate the personal liability of our directors to our company and
shareholders for damages for breach of fiduciary duty as a director or officer
to the extent provided by Nevada law. The foregoing indemnification obligations
could result in the Company incurring substantial expenditures to cover the cost
of settlement or damage awards against directors and officers, which we may be
unable to recoup. These provisions and resultant costs may also discourage our
company from bringing a lawsuit against directors and officers for breaches of
their fiduciary duties, and may similarly discourage the filing of derivative
litigation by our shareholders against our directors and officers even though
such actions, if successful, might otherwise benefit our company and
shareholders. 

Our stock is categorized as a penny stock. Trading of our
  stock may be restricted by the SEC’s penny stock regulations which may
  limit a shareholder’s ability to buy and sell our stock.

Our stock is categorized as a penny stock. The SEC has adopted
Rule 15g-9 which generally defines “penny stock” to be any equity security that
has a market price (as defined) less than US$ 5.00 per share or an exercise
price of less than US$ 5.00 per share, subject to certain exceptions. Our
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell to persons other than
established customers and accredited investors. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer’s account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer’s confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser’s written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock. 

18




FINRA sales practice requirements may also limit a shareholder’s
ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may limit your ability to buy and
sell our stock and have an adverse effect on the market for our shares. 

To date, we have not paid any cash dividends and no cash
  dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common stock
in the foreseeable future and we may not have sufficient funds legally available
to pay dividends. Even if the funds are legally available for distribution, we
may nevertheless decide not to pay any dividends. We presently intend to retain
all earnings for our operations. 

Our common stock is not listed on any stock exchange and
  there is no established market for shares of our common stock. Even if a market
  for our common stock develops, our common stock could be subject to wide fluctuations.

Our common stock is not listed on any stock exchange. Although
our common stock is quoted on the OTCBB, there is no established public market
for shares of our common stock, and no trades of our common stock have taken
place on the OTCBB. Even if the shares of our common stock may in the future
trade on the OTCBB, the liquidity and price of our common stock is expected to
be more limited than if such securities were quoted or listed on a national
exchange. No assurances can be given that an active public trading market for
our common stock will develop or be sustained. If trading of our securities
commences on the OTCBB, the trading volume we will develop may be limited by the
fact that many major institutional investment funds, including mutual funds, as
well as individual investors follow a policy of not investing in bulletin board
stocks and certain major brokerage firms restrict their brokers from
recommending bulletin board stocks because they are considered speculative,
volatile and thinly traded. Lack of liquidity will limit the price at which
stockholders may be able to sell our common stock. 

Even if our common stock will in the future trade on the OTCBB,
the price of such common stock could be subject to wide fluctuations, in
response to quarterly variations in our operating results, announcements by us
or others, developments affecting us, and other events or factors. In addition,
the stock market has experienced extreme price and volume fluctuations in recent
years. These fluctuations have had a substantial effect on the market prices for
many companies, often unrelated to the operating performance of such companies,
and may adversely affect the market prices of the securities. Such risks could
have an adverse affect on the stock’s future liquidity. 

If we issue additional shares in the future, it will result
  in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to
650,000,000 shares of common stock with a par value of $0.001 per share. Our
Board of Directors may choose to issue some or all of such shares to acquire one
or more companies or properties and to fund our overhead and general operating
requirements. The issuance of any such shares may reduce the book value per
share and may contribute to a reduction in the market price of the outstanding
shares of our common stock. If we issue any such additional shares, such
issuance will reduce the proportionate ownership and voting power of all current
shareholders. Further, such issuance may result in a change of control of our
corporation.

We may not qualify to meet listing standards to list our
stock on an exchange. 

19 




The SEC approved listing standards for companies using reverse
acquisitions to list on an exchange may limit our ability to become listed on an
exchange. We would be considered a reverse acquisition company (i.e., an
operating company that becomes an Exchange Act reporting company by combining
with a shell Exchange Act reporting company) that cannot apply to list on NYSE,
NYSE Amex or Nasdaq until our stock has traded for at least one year on the U.S.
OTC market, a regulated foreign exchange or another U.S. national securities
market following the filing with the SEC or other regulatory authority of all
required information about the merger, including audited financial statements.
We would be required to maintain a minimum $4 share price ($2 or $3 for Amex)
for at least thirty (30) of the sixty (60) trading days before our application
and the exchange’s decision to list. We would be required to have timely filed
all required reports with the SEC (or other regulatory authority), including at
least one annual report with audited financials for a full fiscal year
commencing after filing of the above information. Although there is an exception
for a firm underwritten IPO with proceeds of at least $40 million, we do not
anticipate being in a position to conduct an IPO in the foreseeable future. To
the extent that we cannot qualify for a listing on an exchange, our ability to
raise capital will be diminished. 

We have not retained independent professionals for Investors.

We have not retained any independent professionals to review or
comment on the Offering or otherwise protect the interests of the Investors
hereunder. Although the Company and Echo have retained their own counsel, such
firms have not made any independent examination of any factual matters
represented by management herein, and purchasers of the securities offered
hereby should not rely on such firms so retained with respect to any matters
herein described. Potential investors are encouraged to review all applicable
documents with their advisors and conduct such due diligence regarding their
potential investment in the Company as they deep appropriate. 

Filing requirements applicable to certain investors.


Investors that acquire five percent (5%) or more of the our
common stock may be required to file reports with the SEC disclosing such
investor’s beneficial share ownership of our common stock. To the extent such
requirements apply to an investor, such investor will also be required to file
certain reports with the SEC reflecting any material changes of beneficial
ownership. We will not file any such reports on behalf of any investor. 

THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE
EXPLANATION OF ALL OF THE RISKS INVOLVED IN PURCHASING THE UNITS OFFERED HEREIN.
POTENTIAL INVESTORS SHOULD READ THIS MEMORANDUM IN ITS ENTIRETY AND REVIEW THE
COMPANY’S EXCHANGE ACT DOCUMENTS BEFORE DETERMINING WHETHER TO PURCHASE THE
UNITS. 

20 




EXHIBIT A 

FORM OF WARRANT 





	
      THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES
      ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
      PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT
      TO REGISTRATION OR EXEMPTION THEREFROM AND THE ISSUER OF THESE
      SECURITIES HAS BEEN PROVIDED WITH AN OPINION OF LEGAL COUNSEL TO
      THE HOLDER IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
      THESE SECURITIES TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER,
      PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION UNDER SUCH
      LAWS. 




	Date of Issuance: _________, 2012 	Number of Shares _____________
	Warrant No. 	                 
           (subject to adjustment) 



	CANTERBURY RESOURCES, INC. 
	A NEVADA CORPORATION 
	 


Warrant 

          Canterbury
Resources, Inc., a Nevada corporation (the “Company”), for value
received, hereby certifies that _______________________(the “Initial
Holder”), or its registered assigns (the Initial Holder or such registered
assigns shall be referred to as the “Registered Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company at any time
on or after the Exercise Date and on or before the Expiration Date, up to
___________shares (the “Warrant Shares”) of the Company’s common stock,
$0.001 par value per share (“Common Stock”), at a purchase price of $0.75
per share (the “Purchase Price”). The number of shares of Warrant Shares
and the Purchase Price may be adjusted from time to time pursuant to the
provisions of this Warrant. As used herein, “Exercise Date” means any
date after the date hereof and prior to the Expiration Date on which the
Registered Holder elects by written notice to the Company to exercise this
Warrant. 

          This
Warrant is issued pursuant to that Securities Purchase Agreement, dated as of
_______, 2012, by and among the Company and the Initial Holder.

          1.           Exercise.


                         (a)     
Manner of Exercise. This Warrant may be exercised by the Registered
Holder, in whole or in part, by surrendering this Warrant, with the
purchase/exercise form appended hereto as Exhibit A duly executed by such
Registered Holder or by such Registered Holder’s duly authorized attorney, at
the principal office of the Company, or at such other office or agency as the
Company may designate in writing, accompanied by payment in full of the Purchase
Price payable in respect of the number of shares of Warrant Shares purchased
upon such exercise. The Purchase Price may be paid by cash, check, or wire
transfer. 

                         (b)     
Effective Time of Exercise. Each exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business on the day on
which this Warrant shall have been surrendered to the Company as provided in
Section 1(a) above. At such time, the person or persons in whose name or names
any certificates for Warrant Shares shall be issuable upon such exercise as
provided in Section 1(c) below shall be deemed to have become the holder or
holders of record of the Warrant Shares represented by such certificates. 

                         (c)      Delivery
to Holder. As soon as practicable after the exercise of this Warrant, in
whole or in part, and in any event within ten (10) days thereafter, the Company
at its expense will cause to be issued in the name of, and delivered to, the
Registered Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct: 

1 




                                        (i)     
a certificate or certificates for the number of shares of Warrant Shares to
which such Registered Holder shall be entitled, and 

                                        (ii)      in
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof for
the number of shares of Warrant Shares equal (without giving effect to any
adjustment therein) to the number of such shares called for on the face of this
Warrant minus the number of such shares purchased by the Registered Holder upon
such exercise as provided in Section 1(a) above. 

          2.          
Adjustments. 

                         (a)      Stock
Splits and Dividends. If outstanding shares of the Company’s Common Stock
shall be subdivided into a greater number of shares or a dividend in Common
Stock shall be paid in respect of Common Stock, then the Purchase Price in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares, then the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in the
Purchase Price, the number of shares of Warrant Shares purchasable upon the
exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable upon the exercise of this
Warrant immediately prior to such adjustment, multiplied by the Purchase Price
in effect immediately prior to such adjustment, by (ii) the Purchase Price in
effect immediately after such adjustment. 

                         (b)     
Reclassification, Etc. In case of any reclassification or change of the
outstanding securities of the Company or of any reorganization of the Company
(or any other corporation the stock or securities of which are at the time
receivable upon the exercise of this Warrant) or any similar corporate
reorganization on or after the date hereof, then and in each such case the
Registered Holder, upon the exercise hereof at any time after the consummation
of such reclassification, change, reorganization, merger or conveyance, shall be
entitled to receive, in lieu of the stock or other securities and property
receivable upon the exercise hereof prior to such consummation, the stock or
other securities or property to which such holder would have been entitled upon
such consummation if such holder had exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided in this Section 2; and in
each such case, the terms of this Section 2 shall be applicable to the shares of
stock or other securities properly receivable upon the exercise of this Warrant
after such consummation. 

                         (c)     
Adjustment Certificate. When any adjustment is required to be made in the
Warrant Shares or the Purchase Price pursuant to this Section 2, the Company
shall promptly mail to the Registered Holder a certificate setting forth (i) a
brief statement of the facts requiring such adjustment, (ii) the Purchase Price
after such adjustment and (iii) the kind and amount of stock or other securities
or property into which this Warrant shall be exercisable after such adjustment.


          3.           Transfers.

                         (a)     
Unregistered Security. This Warrant and the Warrant Shares have not been
registered under the Securities Act of 1933, as amended (the “Securities
Act”), and may not be sold, pledged, distributed, offered for sale,
transferred or otherwise disposed of in the absence of (i) an effective
registration statement under the Act as to this Warrant or such Warrant Shares
and registration or qualification of this Warrant or such Warrant Shares under
any applicable U.S. federal or state securities law then in effect, or (ii) an
opinion of counsel, reasonably satisfactory to the Company, that such
registration or qualification is not required. Each certificate or other
instrument for Warrant Shares issued upon the exercise of this Warrant shall
bear a legend substantially to the foregoing effect. 

                         (b)      Transferability.
Subject to the provisions of Section 3(a) hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of the Warrant
with a properly executed assignment (in the form of Exhibit B hereto) at
the principal office of the Company. 

2




                         (c)     
Warrant Register. The Company will maintain a register containing the
names and addresses of the Registered Holders of this Warrant. Until any
transfer of this Warrant is made in the warrant register, the Company may treat
the Registered Holder as the absolute owner hereof for all purposes;
provided, however, that if this Warrant is properly assigned in
blank, the Company may (but shall not be required to) treat the bearer hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary. Any Registered Holder may change such Registered Holder’s address as
shown on the warrant register by written notice to the Company requesting such
change. 

          4.          
No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will (subject to Section 11 below) at
all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Registered Holder against impairment. 

          5.           Termination.
This Warrant (and the right to purchase securities upon exercise hereof) shall
terminate eighteen (18) months from the date of issuance of this Warrant (the
“Expiration Date”). 

          6.          
Notices of Certain Transactions. In the event: 

                         (a)     
the Company shall take a record of the holders of its Common Stock (or other
stock or securities at the time deliverable upon the exercise of this Warrant)
for the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares of
stock of any class or any other securities, or to receive any other right, to
subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right, or 

                         (b)     
of any capital reorganization of the Company, any reclassification of the
capital stock of the Company, or any consolidation or merger of the Company with
or into another corporation, or 

                         (c)      of
the voluntary or involuntary dissolution, liquidation or winding-up of the
Company, 

then, and in each such case, the Company will mail or cause to
be mailed to the Registered Holder a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such
reclassification, reorganization, consolidation, merger, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Warrant Shares shall be entitled to
exchange their shares of Warrant Shares (or such other stock or securities) for
securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, dissolution, liquidation or winding-up.
Such notice shall be mailed at least ten (10) days prior to the record date or
effective date for the event specified in such notice. 

          7.          
Reservation of Stock. The Company will at all times reserve and keep
available out of its authorized but unissued stock, solely for the issuance and
delivery upon the exercise of this Warrant and other similar Warrants, such
number of its duly authorized shares of Common Stock as from time to time shall
be issuable upon the exercise of this Warrant and other similar Warrants. All of
the shares of Common Stock issuable upon exercise of this Warrant and other
similar Warrants, when issued and delivered in accordance with the terms hereof
and thereof, will be duly authorized, validly issued, fully paid and
non-assessable, subject to no lien or other encumbrance other than restrictions
on transfer arising under applicable securities laws and restrictions imposed by
Section 3 hereof. 

          8.           Exchange
of Warrants. Upon the surrender by the Registered Holder of any Warrant or
Warrants, properly endorsed, to the Company at the principal office of the
Company, the Company will, subject to the provisions of Section 3 hereof, issue
and deliver to or upon the order of such Holder, at the Company’s expense, a new
Warrant or Warrants of like tenor, in the name of such Registered Holder or as
such Registered Holder (upon payment by such Registered Holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant or Warrants so surrendered. 

3




          9.           Replacement
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) upon delivery of an indemnity agreement (with
surety if reasonably required) in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

          10.           Notices.
Any notice required or permitted by this Warrant shall be in writing and shall
be deemed sufficient upon receipt, when delivered personally or by courier,
overnight delivery service or confirmed facsimile, or forty-eight (48) hours
after being deposited in the regular mail as certified or registered mail
(airmail if sent internationally) with postage prepaid, addressed (a) if to the
Registered Holder, to the address of the Registered Holder most recently
furnished in writing to the Company and (b) if to the Company, to the address
set forth below or subsequently modified by written notice to the Registered
Holder. 

          11.          
No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company. 

          12.           Representations
of Registered Holder. By acceptance of this Warrant, the Registered Holder
hereby represents and acknowledges to the Company that: 

                         (a)     
this Warrant and the Warrant Shares are “restricted securities” as such
term is used in the rules and regulations under the Securities Act and that such
securities have not been and will not be registered under the Securities Act or
any state securities law, and that such securities must be held indefinitely
unless registration is effected or transfer can be made pursuant to appropriate
exemptions; 

                         (b)     
the Registered Holder has read, and fully understands, the terms of this Warrant
set forth on its face and the attachments hereto, including the restrictions on
transfer contained herein; 

                         (c)      the
Registered Holder is purchasing for investment for its own account and not with
a view to or for sale in connection with any distribution of this Warrant and
the Warrant Shares and it has no intention of selling such securities in a
public distribution in violation of the federal securities laws or any
applicable state securities laws; provided that nothing contained herein will
prevent the Registered Holder from transferring such securities in compliance
with the terms of this Warrant and the applicable federal and state securities
laws; and 

                         (d)     
the Company may affix one or more legends, including a legend in substantially
the following form (in addition to any other legend(s), if any, required by
applicable state corporate and/or securities laws) to certificates representing
Warrant Shares: 


  
    
      
        
          “THE SECURITIES REPRESENTED HEREBY HAVE NOT
            BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE
            SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
            AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
            UNLESS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
            PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND THE ISSUER OF
            THESE SECURITIES HAS BEEN PROVIDED WITH AN OPINION OF LEGAL COUNSEL
            TO THE HOLDER IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
            THESE SECURITIES TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER, PLEDGE
            OR HYPOTHECATION IS EXEMPT FROM REGISTRATION UNDER SUCH LAWS.” 

        

      

    

  



4




          13.           No
Fractional Shares. No fractional shares will be issued in connection with
any exercise hereunder. In lieu of any fractional shares which would otherwise
be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the fair market value of one such share on the date of exercise,
as determined in good faith by the Company’s Board of Directors. 

          14.          
Amendment or Waiver. Any term of this Warrant may be amended or waived
upon written consent of the Company and the Registered Holder. 

          15.           Headings.
The headings in this Warrant are for purposes of reference only and shall not
limit or otherwise affect the meaning of any provision of this Warrant. 

          16.           Governing
Law. This Warrant shall be governed, construed and interpreted in accordance
with the laws of the State of Nevada, without giving effect to principles of
conflicts of law.

[Remainder of Page Intentionally Left Blank] 

5




          IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and
delivered by its authorized officer as of the date first above written. 

CANTERBURY RESOURCES, INC., a
Nevada corporation 

	 	Signed:
      ________________________________________________
	 	 
	 	By: ___________________________________________________
	 	 
	 	Title:
      __________________________________________________
	 	 
	 	Address:       69
      Stanley Point Road 
	 	                      
      Devonport, Auckland 
	 	                      
      New Zealand 0624 
	 	Phone No.:    (69) 9 445-6338
  


[SIGNATURE PAGE TO CANTERBURY RESOURCES, INC. WARRANT]





EXHIBIT A 

PURCHASE/EXERCISE FORM 

	To:      CANTERBURY
      RESOURCES, INC. 	Dated:_________________ 


          The
undersigned, pursuant to the provisions set forth in the attached Warrant No.
___ hereby irrevocably elects to purchase _____ shares of the Common Stock
covered by such Warrant and herewith makes payment of $_________, representing
the full purchase price for such shares at the price per share provided for in
such Warrant. 

          The
undersigned acknowledges that it has reviewed the representations and warranties
contained in Section 12 of the Warrant and by its signature below hereby makes
such representations and warranties to the Company as of the date hereof.

          The
undersigned further acknowledges that it has reviewed that certain Securities
Purchase Agreement, dated as of ________, 2012, among the Company and certain
holders of the Company’s securities (as amended from time to time) and agrees to
be bound by such provisions.

Signature:
________________________________________________

Name (print):
______________________________________________

Title (if applic.)
_____________________________________________

Company (if applic.):
_________________________________________




EXHIBIT B 

ASSIGNMENT FORM 

          FOR
VALUE RECEIVED, _________________________________________ hereby sells, assigns
and transfers all of the rights of the undersigned under the attached Warrant
with respect to the number of shares of Common Stock covered thereby set forth
below, to: 

	Name of
      Assignee 	 	Address/Fax Number 	 	No. of Shares 


 

 


 

	Dated: _________________________________________	Signature:
      _________________________________________
	 	 
	 	                  
      _________________________________________
	 	 
	  	Witness:  
      _________________________________________