0001062993-13-003161 Sample Contracts

EXHIBIT B Form of Warrant Agreement
Echo Automotive, Inc. • June 24th, 2013 • Motor vehicle parts & accessories • Nevada

This Warrant is issued pursuant to that Financing and Security Agreement dated as of June _, 2013, by and among the Company and the Initial Holder.

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FINANCING AND SECURITY AGREEMENT
Financing and Security Agreement • June 24th, 2013 • Echo Automotive, Inc. • Motor vehicle parts & accessories • Arizona

This Financing and Security Agreement (this “Agreement”) is entered into this 20th day of June, 2013 by and among Echo Automotive, Inc., a Nevada corporation (the “Company” or “Echo”) and Emerald Private Equity Fund, LLC, a Illinois limited liability company (“EMERALD” or “Holder”). 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 EMERALD.

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