ECHO AUTOMOTIVE, INC., 10-KA


Exhibit 10.15


AMENDED AND RESTATED LICENSING AGREEMENT


          This
agreement, by and between ECHO AUTOMOTIVE, INC., a Nevada corporation
(“Echo” or “Licensee”), with offices at 16000 North 80th
Street, Suite E, Scottsdale, Arizona 85260, and
CLEANFUTURES, LLC, a Kansas limited liability company (“CleanFutures” or
“Licensor”), having a principal place of business at 120
North Main Street, Suite 9, El Dorado, Kansas,
67042 (hereinafter collectively referred to individually, as “Party, and
collectively, as the “Parties”) is entered into
on April 5, 2013 (“Effective Date”)(“Amended and Restated Licensing
Agreement” or “Agreement”).


RECITALS:


WHEREAS, Controlled Carbon,
LLC, dba Echo Automotive, LLC, an Arizona limited liability
company (“Controlled Carbon”) and CleanFutures entered
into that certain Licensing Agreement, on or
about February 1, 2012 (“Licensing Agreement”)(Exhibit A);


WHEREAS, Controlled Carbon dba
Echo Automotive, LLC, an Arizona limited liability company entered into an Exchange Agreement with Canterbury Resources,
Inc., a Nevada corporation (“Canterbury” or
“PUBCO”, now known as “Echo Automotive, Inc.”) and DBPJ Stock Holding, LLC (“DBPJ”), an Arizona limited liability
company, to effectuate a reverse merger
(“Exchange Agreement”)(“Transaction”).


WHEREAS, Echo, Canterbury and
DBPJ completed the Transaction on or about November 11,
2012, creating Echo Automotive, Inc. (“Echo” or
“Licensee”) a publicly traded Nevada Corporation
(Trading Symbol: ECAU). For the purposes of this Agreement, Controlled Carbon,
Echo Automotive, LLC and Echo individually and
collectively refer to “Echo”, pursuant to the Transaction
and Exchange Agreement.


WHEREAS, the Parties now desire
to amend and restate the Licensing Agreement to reflect
mutually agreed upon changes to the terms and conditions
thereof, including, but not limited to certain
releases, as set forth herein, limitations on disclosures of confidential
information and information regarding competitors
(Exhibit D) and to set forth additional rights and responsibilities of the Parties, as set forth herein;


WHEREAS, CleanFutures
represents that it has developed and patented “belt driven technology”
as more fully set forth in Exhibit A and
Exhibit B, attached hereto and incorporated herein by reference;


WHEREAS, Echo desires to obtain from
CleanFutures, and CleanFutures desires to grant to Echo, certain licensing rights and privileges as
set forth in detail herein:


WHEREAS, Echo desires to grant
CleanFutures, a non-exclusive, worldwide, unrestricted,
perpetual license of its technologies of the
CleanFutures belt driven technology in accordance with and subject to the terms and conditions contained in this
Agreement;


WHEREAS, By way of a separate
stock purchase agreement, Echo desires to allow CleanFutures
to purchase restricted shares of common stock in Echo,
subject to all applicable restrictions, terms


	
  

 	
  

 
	
  

 	
 

 






    	1



    	 



    
 


and conditions, as set the forth in the Securities and Exchange Act of
1933 and 1934, and pursuant
to Echo’s standard policies, company charter, bylaws, and corporate governance
and organizational documents (in a form
substantially similar to Exhibit C);


WHEREAS, the Parties desire that this Amended and Restated Licensing
Agreement replace and supersede
the Licensing Agreement in its entirety and the Licensing Agreement and all
other agreements by and between the Parties shall
no longer have any force or effect;


NOW, THEREFORE, for the mutual covenants and promises contained herein
and for good and valuable
consideration, the sufficiency of which the Parties hereto acknowledge, the
Parties agree as follows:


AGREEMENT:


1. Definitions.


          As used in
this Agreement, the following terms shall have the meanings set forth below:


1.1 “Affiliates” shall mean any corporation or other legal entity which
controls, or is controlled by
the respective Party. For purposes of this Agreement, ownership, directly or
indirectly, of twenty-five percent (25%) or more
equity interest of or by a Party shall mean an affiliate relationship exists between such entities.


1.2 “CleanFutures Patents” shall mean:

(a) any U.S. patents or patent applications listed in Exhibit A, or Exhibit B
attached hereto and incorporated herein by
reference, including any continuations, continuations-in-part, divisionals, reissues, re-examinations, extensions or additions
thereof, and any improvements thereto;


(b) any foreign patent applications and any patents corresponding to
the United States Patent Office
(“USPTO”) patent applications and patents, and;


(c) any other patent applications filed and any patents granted and any
continuations and divisions of
such applications and patents. Neither Party has any performance requirements
nor obligations required to continue to develop
new technology or patents.


1.3 “CC Exclusive Licensed Field” shall mean the original equipment,
service parts and after market
passenger automobile, light truck, fleet, heavy truck industries and any other automotive sector (with the exception of the Hummer
Market).


1.4 “CleanFutures Technology” shall mean the components that incorporate
proprietary and unique
technology created, developed or acquired by CleanFutures that increase the
performance and or economy of an engine through
the addition of a battery, electric motor, motor control system, and belt harnessing method to the engine crank-shaft.


1.5 “Echo Drive” shall mean an Echo product that is a collection of
technologies, systems and components
to generally increase performance and/or reduce overall operating costs of a
vehicle


1.6 “Echo Technology,” including, “CC Technology” (Echo’s predecessor
in interest) shall mean the
patents or patent applications, intellectual property, know-how, algorithms, or
other knowledge it has, develops or acquires to
manufacture and produce its products including but not limited
to “Echo Drive,” product as defined below. For the avoidance of doubt, these
technologies


	
  

 	
  

 
	
  

 	
 

 






    	2



    	 



    
 

may include additional
technologies, fitments, and strategies than have not been contemplated by
the Parties, but are still to be considered Echo
Technology so long as it is designed to reduce fuel consumption on a vehicle.


1.7 “Hummer Market” shall
mean all vehicles that have been marketed under the brand Hummer or Hum vee prior to the execution of this Agreement. For the
avoidance of doubt, this includes the H1, H2 and
H3 in any of their forms as well as any Hummer used for military purposes.


1.8 “License Period” shall
mean beginning on the Effective Date [of the Licensing Agreement or the Amended and Restated Licensing Agreement] and continue in
perpetuity until the last to expire of any patent
rights within the CleanFutures Patents.


1.9 “Licensed Products”
shall mean any and all components the manufacture, use, sale, offer for sale or import of which, in the absence of this Agreement,
would infringe or contribute to the infringement
of CleanFutures Patents, and that Echo or its Affiliates have elected to
integrate into their products, components or
technology.


1.10 “Military Market”
shall mean any and all tactical vehicles marketed to and sold to any of the
branches of the military.


1.11 “New Developments”
shall mean any new, updated, upgraded, added-on, advancements, improvements, or the like indirectly or directly related to
the Licensed Products or CleanFutures Technology
which CleanFutures or its affiliates or successors develops, creates,
contributes to or owns in regard to the Licensed
Products or CleanFutures Technology.


1.12 “Non-exclusive
Licensed Field” shall mean all fields of industry except the Hummer Market.


1.13 “System Cost” shall be
the actual cost, per unit sold, of the components and materials, any per-unit capitalized NRE (paid to a non-affiliated company or
supplier), actual manufacture freight, actual
assembly costs, actual QA costs, actual 3rd party licensing or per unit
warranty programs. For the avoidance of doubt,
these costs will not include costs from any Affiliates, marketing expenses, general overhead, research and
development, sales commissions or salaries. Any
additional costs to be included in this definition must be agreed to by both
Parties in writing.


2.
Grant of License and Distribution Rights


2.1 Grant of License.
CleanFutures hereby grants to Echo, along with the right to grant sublicenses, a worldwide, irrevocable, exclusive, license
during the Term of this Agreement, with the right
to grant sublicenses, under the CleanFutures Patents and CleanFutures
Technology during the License Period to make,
have made, use, sell, have sold, offer for sale and import Licensed Products and any other products that incorporate
CleanFutures Technology throughout the world
(“License”) and Echo accepts such grant of the License. For the avoidance of
doubt, Echo shall have the non-exclusive right
under the CleanFutures Patents and CleanFutures Technology
to grant sublicenses, to the extent of the Echo Exclusive Licensed Field.


2.2 The license granted in
clause 2.1 of this Agreement is not subject to any reserved license in CleanFutures to make, use, sell, offer for sale and import
Licensed Products within the Echo Exclusive
License Field


2.3 CleanFutures will
execute any confirmation of this Agreement and any other documentation


	
  

 	
  

 
	
  

 	
 

 






    	3



    	 



    
 

necessary to perfect or provide
notice of Echo’s rights under this Agreement in the United States Patent and
Trademark Office (“USPTO”) as well as cooperate with any other reasonable requirements
brought forth from similar international requirements related to patent and
other intellectual property matters. CleanFutures will pay all costs and
expenses associated therewith.


	
  

 	
  

 
	
  

 	
 

 
	
  

 	
  

 



2.4 CleanFutures will promptly
inform, but in no event later than three (10) business days, Echo of the grant of
each patent licensed under this Agreement, and of the filing of each
application for such a patent, and will promptly furnish copies of such patents
and other related information to Echo.


2.5 Pursuant to a separate agreement
Echo shall allow CleanFutures to purchase One Million Eight Hundred and Fifty
Thousand (1,850,000) restricted shares of Echo common stock as additional
consideration for the licensing rights and transactions contemplated in this
Agreement (“Acquisition of Echo Shares”). Such Acquisition of Echo Shares shall
be governed by the terms and conditions of a separate agreement similar to Exhibit C
attached hereto, and shall in no way violate or contradict the ’33 and ’34
Securities Act, any state “Blue Sky” laws, or any other Echo or other entity
agreements relating to Echo’s or any other entity’s issuance of shares,
governance or organization, including, but not limited to charter documents,
bylaws, voting rights, registration rights, or any of the privileges or
protections provided for or contemplated thereby.


2.6. Echo shall have the right
to grant sublicenses with respect to any rights conferred upon Echo pursuant to
this Agreement, provided, however, that any such sublicense, and sublicensee
shall be subject in all respects to the restrictions, exceptions and
termination provisions contained in this Agreement. Echo agrees to use
reasonable efforts to notify CleanFutures of sublicensors of the Licensed
Products.


2.7 CleanFutures covenants and
agrees that its development, marketing, sales or distribution of any current or
future technology or products and securing the corresponding intellectual
property, patent and related rights, protections and agreements, shall not in
any way at any time interfere with, utilize or infringe upon any portion of the
Licensed Products, patents or intellectual property referenced or contemplated
by this Agreement or any related agreements or transactions.


3. Echo License Fee
Payments


3.1 In consideration of the
Licenses granted to Echo by CleanFutures, Echo shall deliver to CleanFutures a
promissory note made to the order of CleanFutures for the award of One Million
Eight Hundred Fifty Thousand (1,850,000) shares of Echo restricted stock,
subject to all applicable state and federal laws, including, but not limited to
the Securities and Exchange Act of 1933 and 1934 and all Echo company
restrictions as set forth in Echo’s corporate charter, bylaws and any corporate
governance or related documents.


3.2 Echo shall pay no
royalty to CleanFutures for any Licensed Products sold to CleanFutures at
wholesale price or for any other product offerings that does not integrate
CleanFutures Technology. This Agreement in no way obligates Echo to integrate
any technology, patent or invention into Echo’s products, components or
technology. For the avoidance of doubt, any CleanFutures Technology that Echo
elects not to integrate into Echo’s components or products, CleanFutures will
have the right to license such technology to another party. CleanFutures will
have the option to submit to Echo for consideration the use of CleanFutures
Technology and Echo will have the thirty (30) days to respond. In the event
that Echo does not respond within the thirty (30) days, the option as described
within will be considered declined by Echo and CleanFutures will have the right
to license such technology to another party.


	
  

 	
  

 
	
  

 	
 

 






    	4



    	 



    
 

3.3 CleanFutures shall grant to Echo a right of first refusal to
license or acquire any new, updated, upgraded, added-on, advancements, improvements,
or the like indirectly or directly related to the Licensed Products or
CleanFutures Technology which CleanFutures or its Affiliates or successors
develops, creates, contributes to or owns in regard to the Licensed Products or
CleanFutures Technology (“New Developments”) (“Right of First Refusal”). Such
Right of First Refusal shall be presented by CleanFutures to Echo in writing
within seven (7) days of CleanFutures knowledge of such New Development(s) and
Echo shall have ninety (90) days to respond in writing to CleanFutures of its
exercise of Echo’s Right of First Refusal (“Right of First Refusal Period”). In
the event Echo exercises its Right of First Refusal, CleanFutures shall grant
to Echo a nonexclusive, royalty free, perpetual license to such New
Developments. The Parties agree to negotiate in good faith regarding terms and
conditions, including possible revenue share, in the event that CleanFutures
offers Echo, under the Right of First Refusal, a license for development that
occurs outside the defined New Development(s). Prior to and during the Right of
First Refusal Period, CleanFutures shall protect the New Development(s) with
the highest level of confidentiality, including, but not limited to a
prohibition on CleanFutures sharing any aspect of the New Development(s) with
any other individual or entity for any reason. A breach of this provision shall
be considered a material breach of this Agreement and a material breach of any
applicable nondisclosure, confidentiality and noncompete agreements that may
now or ever exist between the Parties.


3.4 CleanFutures hereby agrees and acknowledges that Echo has not
previously and is not now infringing on any CleanFutures Technology,
CleanFutures Patents, any New Developments, the Licensed Product, Echo
Technology or any other patent or intellectual property and/or any related
rights or privileges. CleanFutures further covenants and warrants that neither
CleanFutures, nor any entity or individual at CleanFutures’ direction shall
take any action, legal or otherwise, that is adverse to Echo or any of its
Affiliates or otherwise related parties, in regard to CleanFutures Technology,
CleanFutures Patents, any New Developments, the Licensed Product, Echo
Technology or any other patent or intellectual property and/or any related
rights or privileges.


3.5 The remittance of any monies payable pursuant to this Agreement
shall be made in United States Dollars.


4. Echo Commission
Payments to CleanFutures


4.1 Echo shall pay a commission to CleanFutures upon each sale of an
Echo product or service whereby CleanFutures establishes with commercially
reasonable documentation that CleanFutures was the procuring cause and/or lead
referral to effectuate such sale, and Echo accepts such documentation in Echo’s
sole and unilateral discretion. Such CleanFutures’ sales shall in no way
interfere with any of Echo’s past, present or future sales, marketing or
business development efforts. Any commissions paid to CleanFutures shall be
agreed to in advance of such sale in a writing executed by CleanFutures and
Echo. Any such agreement by Echo to pay to CleanFutures any commissions
contemplated hereunder shall be at Echo’s sole and unilateral discretion.


5. Assignability


5.1 The licenses granted under this Agreement shall be binding upon any
successor of either Party in ownership or control of the related patents and
technology. Echo may assign this Agreement to any successor or other
party at its option subject to the written approval of CleanFutures, the


	
  

 	
  

 
	
  

 	
 

 






    	5



    	 



    
 


approval of which shall not be unreasonably withheld and will only be
withheld if such a assignment will, or is likely to, materially breach this
Agreement. An acquisition of Echo or substantially all of the assets of Echo by
another entity will not require CleanFutures approval. Echo will have a thirty
(30) day right of first refusal to match with reasonably similar terms and
purchase CleanFutures if they receive a bona fide offer from a party capable of
completing such a transaction.


6. Product Marking


6 .1 Each Party shall place in
a conspicuous location on any product or component containing CleanFutures
Technology or CC Technology a distinguishing mark agreeable to both Parties and
the number or numbers of any patents applicable thereto.


6.2 The marking of product
in clause 6.1 shall not be required if the product performance is compromised
thereby, the marking-cannot reasonably be placed on any product due to the
product size, increase in production cost, or in all instances where either
Parties customers request in writing that any products do not include any
markings.


6.3 Each Party shall notify
the other in writing when any components are not marked pursuant to clause 6.2.


6.4 Shall not use any Echo
or EchoDrive trademarks, trade names or service marks without the prior written
consent of Echo


7. Publicity


7.1 Except as required
herein, neither Party shall use the other Party’s trade names or trademarks
without prior written consent.


7.2 CleanFutures will not
issue any press release or communicate (individually or collectively, the
“Communication(s)”) externally or publicly its relationship with Echo or
disclose any information regarding CleanFutures Technologies without prior
review and written approval from Echo, in Echo’s sole discretion. Echo will
have up to thirty (30) days to review and provide such written approval, if
any, to CleanFutures. The Communication(s) will be considered automatically
approved if Echo does not respond within the time limit provided herein.
CleanFutures acknowledges and understands that Echo is a publicly traded
company, and thus, is subject to certain restrictions on public statements, as
set forth in federal and state securities laws, and CleanFutures agrees to
abide by same.


8. Confidentiality and
Noncompetition


8.1 All of the terms of this
Agreement, including the existence of the Agreement, are confidential, and
CleanFutures shall not disclose any such terms and conditions to anyone else
without first obtaining the prior written consent from Echo, provided that
either Party may disclose the terms and conditions of this Agreement in
response to the legal requirement of a governmental agency or a court of
competent jurisdiction if such disclosure is first submitted to the other Party
and such Party is provided a meaningful opportunity and amount of time to
respond.


8.2 Both Parties will
protect confidential materials received from the other under this Agreement and
containing CleanFutures Technology or CC Technology against disclosure to
others with the same degree of care each Party protects its own materials of a
similar nature and will endeavor to


	
  

 	
  

 
	
  

 	
 

 






    	6



    	 



    
 


instruct their own employees
most likely to have access to such materials that such materials are to be so protected. Both Parties acknowledges that each
Party often discloses its own materials for its
own commercial purposes to customers, vendors and consultants, and accordingly
will not assert any claim with respect to
disclosure or use of any materials, or any CC Technology or CleanFutures Technology, disclosed to the other Party.
The foregoing expresses Echo’s entire obligation
with respect to CleanFutures Technology, and supersedes any obligation that
might otherwise be implied by or inferred from any
legends placed on materials containing CleanFutures
Technology. CleanFutures covenants and agrees to execute and be bound by the terms and conditions set forth in the Nondisclosure
Confidentiality, Noncompete and Noncircumvent
Agreement, attached hereto and incorporated herein by reference as Exhibit E. 


8.3 Both parties will protect materials received from the other under
this Agreement against disclosure
to others with the same degree of care each Party protects its own materials of
a similar nature and will endeavor to instruct the
other Parties employees most likely to have access to such materials that such materials are to be so protected.
The foregoing expresses the entire obligation of
the Parties with respect to such materials, and supersedes any obligation that
might otherwise be implied by or inferred from any
legends placed on materials.


9. Warranty;
Indemnification


9.1 CleanFutures warrants it has the right to convey the licenses and
other rights and privileges granted
by this Agreement or contemplated thereby, that may be necessary in order to
effectuate the transactions referenced herein.


9.2 CleanFutures warrants that, as of the Effective Date of this
Agreement, it has no knowledge of
any potential claim from a third party charging infringement of a patent or
other intellectual property of any third party
from the use of any Cleanfutures Patents, CleanFutures Technology, or any activity of CleanFutures.


9.3 CleanFutures warrants that it has obtained an agreement with
Jonathan Goodwin where he has assigned
his intellectual property and other assignments necessary to allow CleanFutures
to perform under this Agreement, and to permit
Echo to use the CleanFutures Patents and CleanFutures
Technology as contemplated under this Agreement.


9.4 CleanFutures agrees to defend at its expense and hold harmless Echo
from all loss or damage by
reason of any and all actions or proceedings charging infringement, whether
rightfully or wrongfully brought, of any patent by
reason of manufacture, use, sale, offer for sale, or import of any Licensed Product, or other product or component by
Echo incorporating the CleanFutures Patents,
and/or CleanFutures Technology or any other transaction as contemplated under
this Agreement. Echo agrees to notify CleanFutures
in writing of all such actions or proceedings and, at
the expense of Cleanfutures and to assist CleanFutures in the defense of the
action or proceeding. If the manufacture, use,
offer for sale, sale or import of such CleanFutures Technology
is enjoined as a result of such action or proceeding, CleanFutures will
indemnify Echo for any and all losses or damages sustained
by reason of obeying such injunction. Echo agrees
that in the event of such actions or proceedings that CleanFutures will have
the option to seek mediation or arbitration for
such matter(s), at the sole discretion of Echo.


9.5 If a claim or claims of any patent licensed hereunder or Clean
Futures Patent shall be held invalid,
unenforceable, or cancelled by a court or administrative agency from whose
decision no appeal is taken or no appeal or other
proceeding for review can be taken (hereinafter a “final judgment”),
or such patent must be modified to materially reduce the scope and protection


	
  

 	
  

 
	
  

 	
 

 







    	7



    	 



    
 


provided by such patent and/or then such claim or claims shall,
subsequent to the date of the final judgment, or date of patent modification,
be treated as invalid, unenforceable, or cancelled and no royalties shall be
due under clauses 3 or 5 of this Agreement for sales thereafter of products
covered solely by such claims. For the avoidance of doubt: this section does
not release either Party from their obligation to pay royalties under this
Agreement.


9.6 If a claim or claims of any patent licensed hereunder shall be held
noninfringed by a third party’s products in a final judgment of a court or
administrative agency, then subsequent to the date of the final judgment,
either Party shall have no obligation to pay royalties hereunder to the other
Party on related products manufactured, used, sold, offered for sale or
imported by the Party not holding the patent at issue which do not infringe
such patent.


9.7 CleanFutures warrants that, as of the Effective Date of this
Agreement, it has no knowledge of any facts or circumstances that could give
rise to any claim from a third party alleging ownership or misappropriation of
any CleanFutures Patent and/or CleanFutures Technology.


9.8 CleanFutures warrants that, as of the Effective Date of this
Agreement, and within the CC Exclusive Licensed Field, it and its licensees
have not granted any rights under CleanFutures Technology and/or CleanFutures
Patents. In addition, CleanFutures warrants that, as of the Effective Date of
this Agreement, CleanFutures is under no obligation with any third party
prohibiting the disclosure of CleanFutures Technology to Echo.


9.9 CleanFutures agrees that with respect to any patent which may later
issue, it will not assert against Echo, or its vendees, any claims for
infringement based on the manufacture, use, sale, offer for sale or import of
any apparatus made or sold by Echo under the license granted in this Agreement
and upon which royalty has been paid in accordance with the provisions of this
Agreement.


9.10 CleanFutures warrants that, during the License Period, all
necessary actions, including but not limited to the execution of any necessary
documents, will be taken to ensure the enforceability of all patent rights
contemplated under this Agreement and any related agreements.


10. Insurance


10.1 Each Party shall at all times comply, through insurance or
self-insurance, with all statutory workers’ compensation and employers’
liability requirements covering any and all employees with respect to
activities performed under this Agreement.


11. Term


11.1 This Agreement shall continue in force for the License Period
unless terminated by either Party pursuant to the terms and conditions of this
Agreement.


11.2 If either Party shall at any time default in the payment of any
monies due in accordance with this Agreement or in fulfilling any of the other
obligations or conditions hereof, prior to terminating this Agreement, the
other Party shall give written notice of such default specifying the reasons
thereof. If such default is not cured by the noticed Party within six (6)
months of such notice, the other Party shall then have the right in its own
discretion to terminate this Agreement by giving written notice of termination.
This Agreement shall terminate on the thirtieth (30th) day after the notice of
termination is given. The noticed Party shall have the right to cure any such
default up to termination.


	
  

 	
  

 
	
  

 	
 

 






    	8



    	 



    
 


11.3 If either Party: (i) makes
a general assignment for the benefit of creditors or becomes
insolvent; (ii) files an insolvency petition in
bankruptcy or the approximate equivalent under local law; (iii) petitions for or acquiesces in the appointment of
any receiver, trustee or similar officer to
liquidate or conserve its business or any substantial part of its assets or the
approximate equivalent under local law; (iv)
commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization,
adjustment of debt, dissolution, liquidation, or
any other similar proceeding for the release of financially distressed debtors;
or (v) becomes a party to any proceeding or action
of the type described above in (iii) or (iv) and such proceeding or action remains undismissed or unstayed for a period of more
than sixty {60) days, then the other Party may by
written notice terminate the exclusive license with immediate effect.


12. Licensed Product
Quality


12.1 The Parties agree to
deliver components and all other products contemplated in this
Agreement which conform to commercially reasonable
standards at a level consistent with their industry.


13. Notices.


13.1 All notices given under
this Agreement shall be in writing and shall be deemed to have been
properly given when delivered personally or sent by
prepaid registered or certified mail, and electronic
transmission, and all payments and statements shall be sent by first class
mail, postage prepaid, to the following addresses:


          Echo
Automotive, Inc., 16000 North 80th Street, Suite E, Scottsdale,
Arizona 85260


          Clean
Futures, LLC, 120 N. Main Street, Suite 9, EI Dorado, Kansas 67042


The date of service shall be
deemed to be the date on which such notice, payment, or statement
was personally delivered, posted, and sent by telex or
electronic transmission. Either Party may give
written notice of a change of address and, after notice of such change has been
received, any notice, payment, or statement
thereafter shall be given to such Party as above provided at such changed address. Unless stated otherwise in this Agreement,
each Party shall respond to the other Party within
thirty (30) days of receiving notices under this Section 13.


14. Covenant


14.1 CleanFutures, for the
License Period, agrees to refrain from disclosing any CleanFutures
Technology to any company, partnership or other entity
which is engaged in the manufacture, use or sale
of products in the CC Exclusive Licensed Field. CleanFutures has the option to
request Echo to review and approve CleanFutures
disclosing any CleanFutures Technology to any such company, partnership or other entity as described within
section 14.1 and Echo will have thirty (30) days
to provide a response. It will be considered approved if Echo does not respond
within the allotted time frame as described within
14.1.


15. Construction


15.1 This Agreement will be
governed by and construed in accordance with the laws of the State
of Arizona, without regard to its conflict of laws
principles. The headings of the clauses in this


	
  

 	
  

 
	
  

 	
 

 







    	9



    	 



    
 


Agreement are intended solely for convenience of reference and shall
not be considered in construing this Agreement.


16. Extraneous Writings.


16.1 This Agreement constitutes the entire understanding between the
Parties with respect to the subject matter hereof; all prior agreements,
drafts, representations, statements, negotiations, and undertakings are
superseded hereby. No amendment to this Agreement shall be effective unless it
is in writing and signed by duly authorized representatives of both Parties.


17. Arbitration


17.1 Both Parties shall use their best efforts to resolve by mutual
agreement any disputes, controversies, or differences which may arise from,
under, out of, or in connection with this Agreement. If such disputes,
controversies, or differences cannot be settled between the parties within
sixty (60) days of the first written notice relative thereto, it shall be
resolved by arbitration before three arbitrators acting under the Expedited
Arbitration Rules in accordance with the most recent Rules of the American
Arbitration Association. Such arbitration shall be held in Arizona and the
award rendered in the arbitration shall be final and binding upon both Parties.


18. Patent Prosecution


18.1 Subject to the following paragraphs of this clause, each Party or
their designated representative will prosecute applications corresponding to
their respective patents and maintain foreign patents issuing thereon. Each
Party shall retain the sole right to elect counsel for prosecution of the their
patents. Such applications will be filed in all countries deemed necessary to
protect the patents, prior to 1 -year form the filing date to protect the
United States priority date.


18.2 Each Party agrees to bear the costs of filing, prosecution, and
maintaining their respective patents in those countries covered in clause 19.1


19. No Relationships


19.1 This Agreement does not create any relationships between the
Parties, other than as specifically set forth in this Agreement. Specifically,
this Agreement does not create any partnership(s), joint venture, employee,
agent, or legal representative of the other Party for any purpose whatsoever.
Neither Party has granted any right or authority to assume or create any
obligation or responsibility, express or implied, on behalf of or in the name
of the other Party, or to bind the other Party in any manner. At all times,
each Party, in fulfilling its obligations pursuant to this Agreement, shall be
acting as an independent contractor.


20. Waiver


20.1 Waiver by Echo or CleanFutures of any single default or breach or
succession of defaults or breaches by the other shall not be deemed a waiver of
such breach or any other breach nor shall it deprive Echo or CleanFutures of
any rights or remedies under this Agreement or at law or equity, or its ability
to terminate this Agreement arising out of any subsequent default or breach.


21. Applicable Law


	
  

 	
  

 
	
  

 	
 

 







    	10



    	 



    
 


21.1 Each Party acknowledges that they have certain duties and
obligations under Federal laws, Including, but not limited to, Export Administration
Regulations of the United States Department of Commerce, anti-trust laws of the
United States, and the Environmental Protection Agency. Each Party will be
solely responsible for any breach of such Federal laws by that Party, its
Affiliates or sublicensees and will defend and hold the other Party harmless in
the event of a suit or action involving the other Party occasioned by any such
breach.


IN WITNESS THEREOF, the Parties have
made this Agreement the day and year written above.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Executed on
 the date first written above by:

 
	
  

 
	
 ECHO AUTOMOTIVE, INC., a Nevada corporation

 
	
  

 
	
 By:

 	
 

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
 Patrick van den Bossche

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Title: 

 	
 COO,
 Managing Director 

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
                     Apr
 6, 2013

 	
  

 
	
  

 	 

 	
  

 








	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CLEANFUTURES, LLC, a Kansas limited liability company

 
	
  

 
	
 By:

 	
 

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
 Stephen L. Waite

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Title: 

 	
 President

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
                     4/5/13

 	
  

 
	
  

 	 

 	
  

 






	
  

 	
  

 
	
  

 	
 

 







    	11



    	 



    
 


EXHIBIT A


LIST OF APPLICABLE CLEANFUTURES, LLC’S USPTO
PATENTS


	
  

 	
  

 
	
  

 	
 

 







    	12



    	 



    
 


EXHIBIT B


LIST
OF APPLICABLE CLEANFUTURES, LLC’S PATENTS AND CORRESPONDING

IDENTIFYING INFORMATION
(FOREIGN,
NON – U.S.)


	
  

 	
  

 
	
  

 	
 

 







    	13



    	 



    
 


EXHIBIT C


FORM
OF STOCK PURCHASE AGREEMENT AND
ACCOMPANYING
PROMISSORY NOTE
(AND/OR
SIMILAR OR SUPPORTING DOCUMENTATION)


	
  

 	
  

 
	
  

 	
 

 







    	14



    	 



    
 


EXHIBIT D


LIST
OF COMPETITORS AND CHARACTERISTICS AND/OR BUSINESS OF

COMPETITORS


	
  

 	
  

 
	
  

 	
 

 








	15