Echo Automotive, Inc.: Exhibti 10.2 - Filed by newsfilecorp.com






Form of Warrant Agreement

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: _________, 2013 	Number of Shares _________
	Warrant No. ____	(subject to adjustment) 
	 	 
	 	 
	ECHO AUTOMOTIVE, INC.  
	A NEVADA CORPORATION  
	 


Warrant

     Echo Automotive, 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 $______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 ___________, 2013, by and
among the Company and the Initial Holder (the “Purchase Agreement”). 

     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.

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          (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:

                    (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 Securities 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.

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          (b)     
Transferability. Subject to the provisions of Section 3(a) hereof and
subject to the Company’s approval, 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.

          (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 five (5) years 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.

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     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.

     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.”

        

      

    

  



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     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]

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     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.

	 	ECHO AUTOMOTIVE, INC., a Nevada
      corporation 
	 	 
	 	 
	 	Signed: 	 
    
	 	By: 	 
    
	 	Title: 	 
    
	 	Address: 	16000 N. 80th Street, Suite E
Scottsdale, AZ
      85260 
	 	Phone No.: 	(855) 324-6288 



	INITIAL HOLDER: 	 	 
	By: 	 	 
	Print Name: 	 	 
	Title: 	 	 


[SIGNATURE PAGE TO ECHO AUTOMOTIVE, INC. WARRANT]




EXHIBIT A

PURCHASE/EXERCISE FORM

	To:      ECHO AUTOMOTIVE,
      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 ________, 2013, 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: 	 


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