Echo Automotive, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






FINANCING AND SECURITY AGREEMENT

     This Financing Agreement (this
“Agreement”) is entered into this 20th day of May 2013 by and among
Echo Automotive, Inc., a Nevada corporation (the “Company”) and United Fleet
Financing LLC (“EASLER”). Each of the parties to this Agreement also referred to
as a “Party” and collectively the “Parties.” This Agreement sets forth the terms
for mezzanine financing to the Company from EASLER.

RECITALS

     WHEREAS, the Parties and their
respective Board of Directors have agreed to enter into a financing agreement as
detailed within; 

     WHEREAS, the Parties intend to
clarify the commitment of EASLER to providing financing for the Company as
evidenced by this Agreement; 

     WHEREAS, the Company will agree
to specific terms and conditions for such financing; 

     WHEREAS, EASLER will agree to
provide $1,500,000 of funding to the Company as part of this Agreement;

     WHEREAS, the Parties agree that
said funding will be provided to the Company in installment payments pursuant to
a form of Secured Convertible Note in the form set forth in Exhibit A;
and 

     WHEREAS, the Agreement will
provide for certain conversion and payable in kind features.

     NOW THEREFORE BE IT RESOLVED,
that for consideration noted in this Agreement, which all parties deem
sufficient, and intending to be bound by the provisions hereof, the Parties
agree as follows:

AGREEMENT

     1.
Financing. EASLER hereby agrees to provide the Company with
funding with the following schedule (the “Funding Commitments”): 

          1.1
Upon the execution of this Agreement, EASLER hereby agrees to provide the
Company $1,500,000 of funding (“Funding”) which will be issued by wire transfer
in nine (9) monthly installments (“Payment Schedule”) pursuant to the schedule
described within the Payment Schedule Table below.

Payment Schedule Table


	1 	6/15/13 	$166,000.00 
	2 	7/15/13 	$166,000.00 
	3 	7/30/13 	$166,000.00 
	4 	8/1/13 	$166,000.00 
	5 	9/1/13 	$166,000.00 
	6 	10/1/13 	$166,000.00 
	7 	11/1/13 	$166,000.00 
	8 	12/1/13 	$166,000.00 
	9 	1/1/14 	$172,000.00 



1




          1.2
As set forth within this Agreement, in connection for each $0.55 EASLER
provided in cash for financing for the Company, EASLER will receive a warrant to
purchase 1.25 shares of Echo restricted common stock at a per share exercise
price of $0.65 with a term of eighteen (18) months (the “Warrants”). The
Warrants shall be in substantially the form attached hereto as Exhibit
B.

          1.3
For purposes of clarification, subject to the other provisions of this
Agreement, upon final payment of the full Funding, the Company will have
received $1,500,000 from EASLER and the Company shall have issued Warrants to
EASLER to purchase 3,409,091 shares of Company restricted common stock at an
exercise price of $0.65 per share of cash received by the Company from EASLER
(“Warrant” or “Warrants”). The Warrants will have an eighteen (18) month
exercise right from date of issuance and will have a strike price of $0.65 per
share. Any Warrants due to EASLER from the Company will occur within ninety (90)
days from the receipt of any cash, resulting from the financing described
within, which triggers the Warrant(s) issuance. (Example: Company receives
$166,000 of cash from EASLER per this Agreement = $166,000/$0.55 = 301,818 X
1.25 = 377,273 of exercisable warrant at $0.65 strike price).

          1.4
The Funding is being provided to the Company by EASLER which has a maturity
date of five (5) years from the date of the first advance (“Maturity Date”).
Company may give Notice to EASLER of their request to convert any amount due
under the Note at any time after the 1 year anniversary of such Note. Upon
Notice, EASLER will have 5 business days to either convert per the terms of this
agreement or request to be paid in cash by Company. 

          1.5
EASLER may convert all amounts due Echo as described in the Note, Echo
Common stock, at any time.

          1.6
The eight percent (8%) interest due to EASLER will be paid annually with an
additional payable in kind (PIK) Note which will also bear interest at eight
percent (8%) paid annually (“Interest”). Interest will be accrued annually and
will not be due until the Maturity Date described within. The Company will have
the option to pay the Interest at any time during the Term without any type of
penalty in cash or common shares of the Company, at the Companies sole option,
calculated as 1 share per $0.55 of interest owed. 

          1.7
If EASLER elects, at its sole discretion, to convert any of the outstanding
Note balance to Echo restricted common stock, the conversion rate will be one
share of Company restricted common stock for each $0.55 (“Conversion”) (Example:
$1.5M repayment amount would convert to approximately 2,727,273 Echo restricted
common shares [$1,500,000/$0.55 = 2,727,273]). 

          1.8
If EASLER does not exercise each Warrant within the five (5) year term, the
Warrant will expire without further obligations from the Company.

          1.9
In the event both Parties agree in writing to accelerate the payment of any
portion of the Funding, EASLER will be provided with an additional Warrant per
the terms above for each dollar accelerated. For clarity, if EASLER were to
accelerate $100,000 of the funding from the last month, he would receive an
additional 100,000 Warrants.

     2. Default by
Easler.

          2.1
Acceleration of Obligations. In the event that any payment
required pursuant to Section 1 is not delivered to the Company within 15 days
after written Notice of a demand of the date such payment is due, all
obligations for payments pursuant to Section 1 will accelerate, and EASLER shall be obligated to provide the entire remaining Funding to
the Company, provided that no default or event of default has accrued or is
continuing by the Company under any agreement with Holder.

2




          2.2
Security Interest: To secure repayment of the Note, the
Company grants to EASLER a first lien security interest in the assets of the
company, including all patents, IP, and all other assets, of any kind until this
note is paid in full or converted per the terms of this agreement. This Security
Interest will be not be subordinated to any other debt or agreement without the
written consent of both parties.

     3. GENERAL
PROVISIONS.

          3.1
Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

          3.2
Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Arizona, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law. 

          3.3
Counterparts; Facsimile. This Agreement may be executed and
delivered by facsimile signature and in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

          3.4
Amendments and Waivers. The terms of this Agreement may be
amended, terminated or waived only with the written consent of the Parties. 

          3.5
Notice. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by facsimile or electronic mail or
otherwise delivered by hand, messenger or courier service addressed to the
address or record for the Parties on the Company’s books and records. Each such
notice or other communication shall for all purposes of this Agreement be
treated as effective or having been given (i) if delivered by hand, messenger or
courier service, when delivered (or if sent via a nationally-recognized
overnight courier service, freight prepaid, specifying next-business-day
delivery, one business day after deposit with the courier), or (ii) if sent via
mail, at the earlier of its receipt or three days after the same has been
deposited in a regularly-maintained receptacle for the deposit of the United
States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile,
upon confirmation of facsimile transfer or, if sent via electronic mail, when
directed to the relevant electronic mail address, if sent during normal business
hours of the recipient, or if not sent during normal business hours of the
recipient, then on the recipient’s next business day.

          3.6
Severability. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.

          3.7
Entire Agreement. This Agreement and the Exchange Agreement
constitute the full and entire understanding and agreement between the parties
with respect to the subject matter hereof, and any other written or oral
agreement relating to the subject matter hereof existing between the parties are
expressly canceled. To the extent of any conflict between this Agreement, the
Exchange Agreement or the EASLER Agreement, the Parties agree that the terms of
this Agreement shall prevail. 

3




IN WITNESS WHEREOF, the undersigned have caused their duly
authorized officers to execute this Agreement as of the date first above
written.

	 	THE COMPANY: 
	 	 
	 	ECHO AUTOMOTIVE, Inc., a Nevada
      corporation 
	 	 
	 	By: 	 
    
	 	  	DAN KENNEDY 
	 	  	Chief Executive Officer 
	 	  	  
	 	EASLER: 
	 	 
	 	UNITED FLEET FINANCING LLC 
	 	 
	 	By: 	 
    
	 	 	 
	 	Name: 	 
                         
             Kevin Easler 
	 	 	 
	 	Title: Sole Member



4




EXHIBIT A

Form of Secured Convertible Promissory Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED,
SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT
THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS 

AMENDED (THE "SECURITIES ACT"), AND ANY APPLICABLE STATE
SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (II) EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR
QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE
AVAILABLE.

$1,500,000.00

ECHO AUTOMOTIVE, INC.

SECURED CONVERTIBLE PROMISSORY NOTE

May __, 2013

     Echo Automotive, Inc. a Nevada
corporation (the "Company"), the principal office of which is located at
16000 N. 80th Street, Suite E, Scottsdale, Arizona 85260, for value
received hereby promises to pay to United Fleet Financing LLC (the
"Holder"), or its registered assigns, the sum of One Million Five Hundred
Thousand Dollars and No Cents ($1,500,000.00), or such lesser amount as shall
then be outstanding hereunder. The principal amount hereof shall be funded by
Holder in several installments of One Hundred Sixty-Six Thousand Dollars and No
Cents ($166,000.00) on the date hereof and each month thereafter as set forth in
Schedule 1. Any unpaid accrued interest hereon, as set forth below, shall be due
and payable on each annual anniversary date of funding, or (ii) when declared
due and payable by the Holder upon the occurrence of an Event of Default (as
defined below). Payment for all principal amounts due hereunder shall be made by
mail to the registered address of the Holder at the end of the five (5) year
term unless accelerated for an event of default. This Secured Convertible
Promissory Note (“Note”) is one in a series of Notes issued by the
Company pursuant to that certain Financing and Security Agreement, dated as of
May 20, 2013, by and among the Company, Holder and certain other persons (the
“Financing and Security Agreement”). To the extent of any conflict
between the Financing and Security Agreement and this Note, the term of the Note
shall prevail and supersede in material respects.

     The following is a statement of
the rights of the Holder of this Note and the conditions to which this Note is
subject, and to which the Holder hereof, by the acceptance of this Note,
agrees:

     1. Definitions. As used in
this Note, the following terms, unless the context otherwise requires, have the
following meanings:

     (i)
"Company" includes any corporation which shall succeed to or assume the
obligations of the Company under this Note.




     (ii)
"Holder," when the context refers to a holder of this Note, shall mean
any person who shall at the time be the registered holder of this Note.

     2. Interest. Upon the
maturity of this Note, the Company shall pay interest at the rate of eight
percent (8.0%) per annum (the "Initial Interest Rate") on the principal
outstanding during the period beginning on the date of issuance of this Note and
ending on the date that the principal amount of this Note becomes due and
payable. In the event that the principal amount of this Note is not paid in full
when such amount becomes due and payable, interest at the rate equal to the
lesser of (a) the Initial Interest Rate plus five percent (5.0%) or (b) the
highest rate then permitted by law shall continue to accrue on the balance of
any unpaid principal until such balance is paid.

     3. Events of Default. If
any of the events specified in this Section 3 shall occur (herein
individually referred to as an "Event of Default"), the Holder of this
Note may, so long as such condition exists, declare the entire principal and
unpaid accrued interest hereon immediately due and payable, by notice in writing
to the Company:

     (i)
failure by the Company to make any payment under this Note of the principal or
unpaid accrued interest of this Note when due and payable if such failure is not
cured by the Company within ten (10) days after the Holder has given the Company
written notice of such default; or

     (ii)
failure of the Company to perform any other covenant contained herein or in any
other Loan Document (as defined in the Loan and Security Agreement), if the same
has continued for thirty (30) days after written notice specifying such failure
has been delivered to the Company by Holder; or

     (iii) an
Event of Default occurs on any of the other Notes and such default is not cured
within any applicable cure period in such Note; or

     (iv) the
institution by the Company of proceedings to be adjudicated as bankrupt or
insolvent, or the consent by it to institution of bankruptcy or insolvency
proceedings against it or the filing by it of a petition or answer or consent
seeking reorganization or release under the federal Bankruptcy Act, or any other
applicable federal or state law, or the consent by it to the filing of any such
petition or the appointment of a receiver, liquidator, assignee, trustee, or
other similar official of the Company, or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the taking of corporate action by the Company in furtherance of any such action;
or

     (v) if,
within sixty (60) days after the commencement of an action against the Company
(and service of process in connection therewith on the Company) seeking any
bankruptcy, insolvency, reorganization, liquidation, dissolution, or similar
relief under any present or future statute, law, or regulation, such action
shall not have been resolved in favor of the Company or all orders or
proceedings thereunder affecting the operations or the business of the Company
stayed, or if the stay of any such order or proceeding shall thereafter be set
aside, or if, within sixty (60) days after the appointment without the consent
or acquiescence of the Company of any trustee, receiver, or liquidator of the
Company or of all or any substantial part of the properties of the Company, such
appointment shall not have been vacated; or

-2-




     (vi) any
declared default of the Company under any Senior Indebtedness (as defined below)
that gives the holder thereof the right to accelerate such Senior Indebtedness,
and such Senior Indebtedness is in fact accelerated by the holder.

     4. Warrants. For each
installment of One Hundred Sixty-Six Thousand Dollars and No Cents
($166,000.00), Holder shall receive a five (5) year warrant to purchase 377,273
common shares of the Company at $0.65 per share.

     5. Security. The
obligations of the Company to the Holder pursuant to this Note shall be secured
by a lien on all assets of the Company, including a Pledge of the LLC’s
interests of Advanced Technical Asset Holdings LLC acquired on April 5, 2013,
which lien shall be evidenced by a security agreement. The lien in favor of
Holder shall be subordinated to any lien in favor of the holder(s) of the Senior
Indebtedness as provided in Section 4 of this Note. The Company hereby
authorizes and appoints the Holder to take all such action, including the filing
of a UCC-1 form.

     6. Conversion.

          6.1.
Voluntary Conversion. The Holder of this Note shall have the right, at
the Holder's option, to convert the entire unpaid principal amount and accrued
interest under this Note, in whole but not in part, into fully paid and
nonassessable shares of the Company’s common stock, par value $0.001 (the
“Common Stock”), at a per share conversion price equal to $0.55 per
share, subject to adjustment as provided below in Section 7 (the
“Conversion Price”).

          6.2.
Conversion Procedure. Before the Holder shall be entitled to convert this
Note into shares of Common Stock pursuant to Section 6.1, it shall (i)
surrender this Note, duly endorsed, at the principal corporate office of the
Company, (ii) deliver the Notice of Conversion set forth on Exhibit A
attached hereto by mail, postage prepaid, to the Company at its principal
corporate office, and (iii) state therein the name or names in which the
certificate or certificates for shares of Common Stock are to be issued. At its
expense, the Company shall, as soon as practicable thereafter, issue and deliver
to such Holder at the address of such Holder specified in the Notice of
Conversion a certificate or certificates for the number of shares which the
Holder shall be entitled upon such conversion (bearing such legends as are
required by applicable state and federal securities laws in the opinion of
counsel to the Company), together with any other securities and property to
which the Holder is entitled upon such conversion under the terms of this Note,
including a check payable to the Holder for any cash amounts payable as
described below in Section 6.4. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of this Note, and the person or persons entitled to receive the shares
of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock as of such
date.

          6.3.
Mechanics and Effect of Conversion. No fractional shares shall be issued
upon conversion of this Note. In lieu of the Company issuing any fractional
shares to the Holder upon the conversion of this Note, the Company shall pay to
the Holder the amount of outstanding principal that is not so converted, such
payment to be made in cash. Upon conversion of this Note, the Company shall be
forever released from all its obligations and liabilities under this Note.

     7. Conversion Price
Adjustments.

          7.1.
Adjustments for Stock Splits and Subdivisions. In the event the Company
should at any time or from time to time after the date of issuance hereof fix a
record date for the effectuation of a split or subdivision of the outstanding
shares of Common Stock or the determination of holders of Common Stock entitled
to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into,
or entitling the holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as “Stock Equivalents”)
without payment of any consideration by such holder for the additional shares of
Common Stock or the Stock Equivalents (including the additional shares of Common
Stock issuable upon conversion or exercise thereof), then, as of such record
date (or the date of such dividend, distribution, split, or subdivision if no
record date is fixed), the Conversion Price of this Note shall be appropriately
decreased so that the number of shares of Common Stock issuable upon conversion
of this Note shall be increased in proportion to such increase of outstanding
shares.

-3-




          7.2.
Adjustments for Reverse Stock Splits. If the number of shares of Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, then, following the
record date of such combination, the Conversion Price for this Note shall be
appropriately increased so that the number of shares of Common Stock issuable on
conversion hereof shall be decreased in proportion to such decrease in
outstanding shares.

          7.3.
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 conversion of this Note) or any similar corporate
reorganization on or after the date hereof, or in the case the Company shall
consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation on or after the date
hereof, then and in each such case the Holder of this Note, upon the conversion
hereof at any time after the consummation of such reclassification, change,
reorganization, consolidation, merger or conveyance, shall be entitled to
receive, in lieu of the stock or other securities and property receivable upon
the conversion 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 converted this Note immediately prior thereto, all subject to
further adjustment as provided herein; and in each such case, the terms of this
Section 7.3 shall be applicable to the shares of stock or other
securities or property receivable upon the conversion of this Note after such
consummation.

          7.4.
Notices of Record Date, etc. In the event of:

              
  7.4.1 Any taking by the Company of a record of the holders of any
class of securities of the Company for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a cash dividend
payable out of earned surplus at the same rate as that of the last such cash
dividend theretofore paid) or other distribution, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right; or

            
    7.4.2 Any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, or any
transfer of all or substantially all of the assets of the Company to any other
person or any consolidation or merger involving the Company; or

               
 7.4.3 Any voluntary or involuntary dissolution, liquidation, or winding up
of the Company,

then the Company will mail to the holder of this Note at least
ten (10) days prior to the earliest date specified therein, a notice specifying:
(i) the date on which any such record is to be taken for the purpose of such
dividend, distribution, or right, and the amount and character of such dividend,
distribution, or right; and (ii) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation, or winding up is expected to become
effective and the record date for determining stockholders entitled to vote
thereon.

-4-




          7.5.
Reservation of Stock Issuable Upon Conversion. The Company shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock solely for the purpose of effecting the conversion of the Note such
number of its shares of Common Stock (and shares of its common stock for
issuance on conversion of such Common Stock) as shall from time to time be
sufficient to effect the conversion of the Note and of the Common Stock; and if
at any time the number of authorized but unissued shares of Common Stock (and
shares of its common stock for issuance on conversion of such Common Stock)
shall not be sufficient to effect the conversion of the entire outstanding
principal amount of this Note, in addition to such other remedies as shall be
available to the holder of this Note, the Company will use its best efforts to
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock or common stock,
as the case may be, to such number of shares as shall be sufficient for such
purposes.

     8. Assignment. Subject to
the restrictions on transfer described in Section 10 below, the rights
and obligations of the Company and the Holder of this Note shall be binding upon
and benefit the successors, assigns, heirs, administrators, and transferees of
the parties.

     9. Waiver and Amendment.
Any provision of this Note may be amended, waived, or modified upon the written
consent of the Company and Holder.

     10. Transfer of This Note or
Securities Issuable on Conversion Hereof. With respect to any offer, sale,
or other disposition of this Note or securities into which such Note may be
converted, the Holder will give written notice to the Company prior thereto,
describing briefly the manner thereof, together with a written opinion of such
Holder's counsel, to the effect that such offer, sale, or other distribution may
be effected without registration or qualification (under any federal or state
law then in effect). Promptly upon receiving such written notice and reasonably
satisfactory opinion, if so requested, the Company shall notify such Holder that
such Holder may sell or otherwise dispose of this Note or such securities, all
in accordance with the terms of the notice delivered to the Company. If a
determination has been made pursuant to this Section 10 that the opinion
of counsel for the Holder is not reasonably satisfactory to the Company, the
Company shall so notify the Holder promptly after such determination has been
made. Each Note thus transferred and each certificate representing the
securities thus transferred shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the
Securities Act, unless in the opinion of counsel for the Company such legend is
not required. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.

     11. Treatment of Note. To
the extent permitted by generally accepted accounting principles, the Company
will treat, account, and report the Note as debt and not equity for accounting
purposes and with respect to any returns filed with federal, state, or local tax
authorities.

     12. Notices. Any notice,
request, or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been duly given on the date of service if
personally served on the party to whom such notice is to be given, on the date
of transmittal of service via telecopy to the party to whom notice is to be
given (with a confirming copy delivered within 24 hours thereafter), or on the
third day after mailing if mailed to the party to whom notice is to be given, by
first class mail, registered or certified mail, postage prepaid, or via a
recognized overnight courier providing a receipt for delivery and properly
addressed at the respective addresses of the parties as set forth herein. Any
party hereto may by notice so given change its address for future notice
hereunder.

-5-




     13. No Stockholder Rights.
Nothing contained in this Note shall be construed as conferring upon the Holder
or any other person the right to vote or to consent or to receive notice as a
stockholder in respect of meetings of stockholders for the election of directors
of the Company or any other matters or any rights whatsoever as a stockholder of
the Company; and no dividends or interest shall be payable or accrued in respect
of shares of capital stock obtainable hereunder until, and only to the extent
that, this Note shall have been converted.

     14. Governing Law. This
Note, the entire relationship of the parties hereto, and any litigation between
the parties (whether grounded in contract, tort, statute, law or equity) shall
be interpreted, construed, and enforced in accordance with the laws of the state
of Arizona, without regard to its choice of law principles.

     15. Heading; References.
All headings used herein are used for convenience only and shall not be used to
construe or interpret this Note. Except where otherwise indicated, all
references herein to Sections refer to Sections hereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

-6-




     IN WITNESS WHEREOF, the Company
has caused this Note to be issued as of the day and year first above
written.

	 	ECHO AUTOMOTIVE, INC. 
	 	  
	 	  
	 	By:  
      ___________________________________
	 	         Dan Kennedy,
      Chief Executive Officer 



	Name of Holder: 	United Fleet Financing LLC 
	  	  
	Address: 	c/o Kevin Easler 
	  	19936 N. 101st Place 
	  	Scottsdale, AZ 85255 


-7-




EXHIBIT A

NOTICE OF CONVERSION

(To Be Signed Only Upon Conversion of Note)

     The undersigned, the holder of
the foregoing Note, hereby surrenders such Note for conversion into shares of
Common Stock of Echo Automotive, Inc. to the extent of $__________unpaid
principal amount of such Note, and requests that the certificates for such
shares be issued in the name of, and delivered to, _____________, whose address
is ______________________

Dated:______________________

	 	(Signature must conform in all respects to
      name of 
	 	holder as specified on the face of the Note)
    
	 	  
	 	  
	 	  
	 	(Address) 


A-1




SCHEDULE 1

Payment Schedule Table


	1 	6/15/13 	$166,000.00 
	2 	7/15/13 	$166,000.00 
	3 	7/30/13 	$166,000.00 
	4 	8/1/13 	$166,000.00 
	5 	9/1/13 	$166,000.00 
	6 	10/1/13 	$166,000.00 
	7 	11/1/13 	$166,000.00 
	8 	12/1/13 	$166,000.00 
	9 	1/1/14 	$172,000.00 



Schedule 1




EXHIBIT B

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.

1




          (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.

2




          (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.

3




     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.” 





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.

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


INITIAL HOLDER: United Fleet Financing
LLC    

By:  __________________________________   

Print
Name:             
KevinEasler                                           


Title:              
Member                                                 


[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:  
      _________________________________


B-1