THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of June 27, 2022, is entered into by and among Beyond Commerce, Inc. a Nevada corporation (the “Buyer”), Electric Built, Inc., a California corporation (the “Company”), and Remo Weber, the sole stockholder of the Company (the "Seller"). Each of the foregoing may be referred to hereinafter as a “Party” and, collectively, as the (“Parties”).
RECITALS
WHEREAS, the Company is in the business of producing electric vehicles for commercial use (the “Business”);
WHEREAS, the capitalization of the Company consists of 1,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”);
WHEREAS, the Seller owns all of the issued and outstanding shares of Common Stock (the "Shares"); and
WHEREAS, the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller, all of the Shares, representing one hundred percent (100%) of the issued and outstanding equity of the Company, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
"ACE Parking Agreement” has the meaning set forth in Schedule 6.12)
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
"Ancillary Documents" means the Employment Agreement, the Option Agreement (as hereinafter defined in Subsection 3.02(b)(iii)) and any other documents as may be reasonably requested by the Buyer to be delivered by the Seller at the Closing.
“Business” has the meaning set forth in the Recitals.
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"Business Day" means any day except Saturday, Sunday or any other day on which commercial banks located in the State of Nevada are authorized or required by Law to be closed for business.
"Code" means the Internal Revenue Code of 1986, as amended.
“Common Stock” has the meaning set forth in the Recitals.
"Company Intellectual Property" means all Intellectual Property that is owned by the Company.
“Dodge ProMaster Chassis” has the meaning set forth in Schedules 6.12.
"Dollars or $" means the lawful currency of the United States.
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Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.
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applications for registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein ("Trade Secrets"); (h) computer programs, operating systems, applications, firmware, and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (i) rights of publicity; and (j) all other intellectual or industrial property and proprietary rights.
“Maxwell Pricing Incentive Plan Agreement” has the meaning set forth in Schedule 6.12.
“Organizational Documents” means (a) the articles or certificate of incorporation of a corporation; (b) the bylaws of a corporation; (c) the certificate of formation and limited liability company agreement, operating agreement or like agreement of a limited liability company; (d) the partnership agreement and any statement of partnership of a general partnership; (e) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (f) any charter or agreement or similar document adopted or filed in connection with the creation formation or organization of a Person; and (g) any amendment to or restatement of any of the foregoing.
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"Post-Closing Taxes" means Taxes of the Company for any Post-Closing Tax Period.
"Pre-Closing Taxes" means Taxes of the Company for any Pre-Closing Tax Period.
“Shares” has the meaning set forth in the Recitals.
“WMI Code” has the meaning set forth in Schedule 6.12.
(a)the Buyer has deposited an aggregate of Fifty Thousand Dollars ($50,000) of the Purchase Price in shares of its common stock, par value $0.001 per share (the “Buyer Common Stock”) into an account in the name of and for the benefit of the Seller with Colonial Stock Transfer Company (the “Escrow Agent”) to be held in escrow pending release thereof to the Seller at Closing or return thereof to the Buyer as hereinafter set forth: (i) in the event that the Closing has not occurred on or prior to the
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Termination Date, the shares of Buyer Common Stock being held in escrow with the Escrow Agent shall be released by the Escrow Agent and returned to the Buyer; or (ii) should the Closing occur on or prior to the Closing Date as provided in this Agreement, the escrowed shares of Buyer Common Stock shall be released by the Escrow Agent to the Seller as part of the Purchase Price to be paid at Closing; and
(b)the Buyer shall issue to the Seller at Closing an aggregate of Nine Hundred Fifty Thousand Dollars ($950,000) of the Purchase Price (the “Balance Amount”) in shares of Buyer Common Stock. The number of shares of Buyer Common Stock to be issued to the Seller at Closing pursuant to this Subsection 2.02(b) shall be determined by dividing the Balance Amount by the average of the last trading prices at which the Buyer Common Stock traded in the OTC Market over the five (5) business days immediately preceding the Closing Date.
The Seller hereby expressly agrees that should the Closing not occur on or prior to the Termination Date, the Seller shall promptly, but in any event within three (3) Business Days of the Termination Date, and without reservation, instruct the Transfer Agent to release, surrender and return the escrowed shares of Buyer Common Stock to the Buyer as contemplated by Subsection 2.02(a)(i).
ARTICLE III
CLOSING
Section 3.02Transactions at Closing. At the Closing:
(a)the Buyer shall deliver to the Seller:
(iii)all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 8.03 of this Agreement.
(b)the Seller shall deliver to the Buyer:
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(ii)the Employment Agreement duly executed by the Seller;
(iii)an Agreement, substantially in the form attached hereto as Exhibit B (the “Option Agreement”) duly executed by Electrogistics, Inc., a Nevada corporation wholly-owned by Seller (“Electrogistics”), pursuant to which the Buyer shall have been granted the right (“Option”) to acquire any and all of the assets of Electrogistics;
(iv)a Vehicle Lease Agreement, substantially in the form attached hereto as Exhibit C duly executed by the Company and Green Equity Holdings providing for the lease of vehicles for use in connection with the ACE Parking Agreement; and
(v)all other agreements, documents, instruments or certificates required to be delivered by the Seller at or prior to the Closing pursuant to Section 8.02 of this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER
The Company and the Seller represent and warrant to the Buyer that:
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Section 4.03Capitalization.
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Tax Returns have been prepared in accordance with sound accounting and reporting principles based on the books and records of the Company, and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. To the extent required by applicable Law, the Company has duly filed all Tax Returns and reports required to be filed by it and all federal, state or local taxes have been paid, withheld, or reserved for in accordance with applicable Law.
(b)amendment of the Organizational Documents;
(c)split, combination or reclassification of any shares of the Company’s capital stock;
(f)material change in any method of accounting or accounting practice of the Company;
(h)entry into any Contract that would constitute a Material Contract;
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(m)material damage, destruction or loss (whether or not covered by insurance) to its property;
(n)any capital investment in, or any loan to, any other Person;
(p)any material capital expenditures;
(v)entry into a new line of business or abandonment or discontinuance of existing lines of business;
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the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice;
Section 4.09Material Contracts.
(a)Schedule 4.09 lists each Contract to which the Company is a party and which is material to the operation or the value of the Business, the loss of which would have a Material Adverse Effect (each, a "Material Contract"). Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. Neither the Company nor any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been provided to the Buyer.
Section 4.10Title to Assets; Condition and Sufficiency. Except as described on Schedule 4.10, the Company owns and has good and marketable title to all of its assets, free and clear of all pledges, claims, assessments, mortgages, liens (including federal, state or local tax liens), security interests and other encumbrances. The Company’s assets are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of the Company’s assets is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the continued conduct of the Company's business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company as currently conducted.
Section 4.11Intellectual Property.
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the Company; and (iv) all other Company Intellectual Property used or held for use in the Company's business as currently conducted and as proposed to be conducted.
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certificates, office actions, correspondence, assignments, and other instruments relating to the Company IP Registrations.
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security, or data breach notification, and there are no facts or circumstances that could reasonably be expected to give rise to any such Action.
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Section 4.16Legal Proceedings; Governmental Orders. Except as set forth on Schedule 4.16, there are no Actions pending or threatened: (a) against or by the Company affecting any of its properties or assets (or by or against the Seller or any Affiliate of the Seller and relating to the Company); or (b) against or by the Company, the Seller or any Affiliate of the Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.
Section 4.17Compliance with Laws; Permits. The Company has complied, and is now complying, with all Laws applicable to it or its business, properties or assets. All Permits required or necessary for the Company to conduct the Business have been obtained by it and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Schedule 4.17 lists all current Permits issued to the Company, including the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth of Schedule 4.17.
Section 4.18Environmental Matters.
Section 4.19Employee Benefit Matters. The Company has no employee benefit plans which are defined benefit plans within the meaning of the Code. The Company is in compliance in all material respects with all applicable Laws and regulations in the performance of its duties and obligations with respect to any and all benefits it affords to its employees.
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Section 4.21Taxes.
(e)Schedule 4.21(e) sets forth:
(ii)those years for which examinations by the taxing authorities have been completed; and
(iii)those taxable years for which examinations by taxing authorities are presently being conducted.
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Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise.
(ii)an installment sale or open transaction occurring on or prior to the Closing Date;
(iii)a prepaid amount received on or before the Closing Date;
(v)any election under Section 108(i) of the Code.
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Section 4.25Securities Laws. The Seller makes the following investment representations and warranties to the Buyer:
(a)The Seller understands and acknowledges that this Agreement is made with Seller in reliance upon the Seller’s representation to the Buyer, which by execution of this Agreement, the Seller hereby confirms, that the Buyer Common Stock to be issued to the Seller hereunder is being acquired by the Seller for investment purposes only for his own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that he does not have a present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Seller represents that he does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any Third Party, with respect to the Buyer Common Stock.
(b)The Seller understands that issuance of the Buyer Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) on the ground that the sale provided for in this Agreement and the issuance of the same hereunder is exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder or another exemption from registration under the Securities Act and applicable state securities laws.
(c)The Seller believes that he has received all the information he considers necessary or appropriate for deciding whether to acquire the Buyer Common Stock. The Seller further represents that he has had an opportunity to ask questions and receive answers from the Buyer regarding the terms and conditions of the acquisition of the Buyer Common Stock and the business, properties, prospects, and financial condition of the Buyer and to obtain additional information (to the extent the Buyer possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the Seller or to which he had access.
(d)The Seller confirms that he has the knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of acquisition of the Buyer Common Stock and of making an informed investment decision and understands that (i) investment in and acquisition of the Buyer Common Stock is suitable only for an investor who is able to bear the economic
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consequences of losing his entire investment, (ii) the acquisition of the Buyer Common Stock to be received by the Seller hereunder is a speculative investment which involves a high degree of risk of loss of the entire investment, and (iii) there are substantial restrictions on the transferability of, and there will be no public market for, the Buyer Common Stock, and accordingly, it may not be possible for Seller to liquidate his investment in case of emergency.
(e)The Seller is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act.
(f)The Seller understands that a limited market currently exists for the resale of the Buyer Common Stock and it may not be possible to sell the Buyer Common Stock outside of the sale of all of the stock or assets of the Buyer. The Buyer has no present intention of undertaking any such sale and no assurance can be given that any such sale will occur in the near-term future or at all.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
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ARTICLE VI
COVENANTS
Section 6.03No Solicitation of Other Bids.
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with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" shall mean any inquiry, proposal or offer from any Person (other than the Buyer or any of its Affiliates) concerning: (x) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (y) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (z) the sale, lease, exchange or other disposition of any significant portion of the Company's properties or assets. The Seller shall promptly, but in no event more than three (3) days following receipt, notify the Buyer of the occurrence of any and all Acquisition Proposals.
Section 6.04Notice of Certain Events.
(a)From the date hereof until the Closing, the Seller shall promptly notify the Buyer in writing of:
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information which the Seller, his Affiliate or his Representative is advised by its counsel in writing is legally required to be disclosed, provided that, the Seller shall, in all instances, for themselves and their Affiliates and Representatives, use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
Section 6.06Non-Competition; Non-Solicitation.
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Section 6.07Governmental Approvals and Consents.
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Section 6.08Books and Records.
(a)In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, for a period of two (2) years after the Closing, the Buyer shall retain the books and records (including personnel files) of the Company relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company; and, upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth in ARTICLE VII.
(b)In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Company after the Closing, or for any other reasonable purpose, for a period of two (2) years following the Closing, the Seller shall retain any books and records (including personnel files) remaining in their possession of or relating to the Company and its operations for periods prior to the Closing; and, upon reasonable notice, afford the Representatives of the Buyer or the Company reasonable access (including the right to make, at the Buyer's expense, photocopies), during normal business hours, to such books and records; provided, however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth in ARTICLE VII.
Section 6.11Ownership and Operation of Electrogistics. From the date hereof until the Closing, the Seller shall, and shall cause Electrogistics to: (a) conduct Electrogistics’ business in the ordinary course of business consistent with past practice; and (b) use reasonable best efforts to maintain and preserve intact the current organization, assets, business and franchise of Electrogistics and to preserve the rights, franchises, goodwill and relationships of Electrogistics’ employees, customers, lenders, suppliers, regulators and others having business relationships with Electrogistics. For purposes hereof, the phrase “ordinary course of business” means the customary business operations and processes of Electrogistics during the twelve-month period before and ending on May 31, 2022. The Seller shall promptly notify the Buyer should any event of the nature set forth in Section 4.08 occur regarding Electrogistics or the assets described in Section 6.12 below.
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Section 6.12Transfer of Certain Assets to the Company. The Seller shall have caused the items listed on Schedule 6.12 to have been assigned, transferred and conveyed to the Company prior to Closing such that such items will be among the assets owned by the Company prior to Closing.
ARTICLE VII
TAX MATTERS
Section 7.01Tax Covenants.
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hand, and the Seller, on the other hand. The preparation and filing of any Tax Return of the Company that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of the Buyer.
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ARTICLE VIII
CONDITIONS TO CLOSING
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(m)The Buyer shall have been granted the Option under the Option Agreement to acquire the assets of Electrogistics as contemplated under Subsection 3.02(b)(iii).
(n)The Company shall have obtained, free and clear of any Encumbrances, all right, title and interest in and to the Dodge ProMaster Chassis.
(o)The Company shall still be a party to the White Label Agreement and the Maxwell Pricing Incentive Plan Agreement and each such agreement shall still be in full force and effect.
(p)The Company shall become a party to the Ace Parking Agreement and such agreement shall still be in full force and effect.
(q)The Company shall still own, free and clear of any Encumbrances, the WMI Code and the WMI Code shall still be authorized and in full force and effect.
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be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.
(f)The Buyer shall have delivered the Cash Payments to the Seller as provided in Section 2.02.
(k)The Seller shall be appointed to serve as a member of the Board of Directors of the Buyer following Closing, effective as of Closing on the Closing Date.
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ARTICLE IX
INDEMNIFICATION
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(d)Notwithstanding anything to the contrary contained herein, the amount of any damages for which indemnification is provided under this Agreement shall exclude consequential damages, lost profits and punitive damages except to the extent that any consequential damages, lost profits and punitive damages are (i) components of awards by claims from third parties or (ii) arise out of or are related to fraud or knowing misrepresentation.
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entity that is not a party to this Agreement (“Third-Party Claim”), such notice shall also specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this ARTICLE IX except where such failure prejudices the defense of a Third-Party Claim.
Section 9.06Payments.
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Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party's fraudulent, criminal or intentional misconduct.
ARTICLE X
TERMINATION
Section 10.01Termination. This Agreement may be terminated at any time prior to the Closing:
(a)by the written consent of the Seller and the Buyer;
(b)by the Buyer by written notice to the Seller if:
(iii)the results of the Buyer’s due diligence investigation of the Company are not reasonably satisfactory to the Buyer;
(c)by the Seller by written notice to the Buyer if:
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(a)this ARTICLE X and Section 6.05 and ARTICLE XI hereof; and
(b)Section 2.02 as the same relates to the release and return of the escrowed shares of Buyer Common Stock to the Buyer.
ARTICLE XI
MISCELLANEOUS
If to the Seller: | Remo Weber 6445 S. Tenaya Way #110 Las Vegas, NV 89113 E-mail: remo@electricbuilt.com
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with a copy to: | Mark E. Brenner 2625 Townsgate Rd. Ste 330 Westlake Village, CA 91361 E-mail: mebrenner@gmail.com Attention: Mark Brenner, Esq.
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If to the Company: | Electric Built, Inc. 636 S. La Brea Avenue, Suite 8 Inglewood, California 90301 Attn: Remo Weber E-mail: remo@electricbuilt.com
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with a copy to: | Mark E. Brenner 2625 Townsgate Rd. Ste 330 Westlake Village, CA 91361 E-mail: mebrenner@gmail.com Attention: Mark Brenner, Esq.
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If to the Buyer: | Beyond Commerce, Inc. 3773 Howard Hughes Pkwy, Suite 500 Las Vegas, Nevada 89169 Attention: Geordan Pursglove E-mail: geordan.pursglove@beyondcommerceinc.com
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with a copy to: | Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Iselin, New Jersey 08830 Attention: Scott Linsky, Esq. E-mail: slinsky@lucbro.com
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Section 11.10Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
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(c)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR [ANCILLARY DOCUMENTS] IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10(c).
[signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.
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BUYER: BEYOND COMMERCE, INC.
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| By: ____________________________________ Geordan Pursglove, Chief Executive Officer |
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COMPANY: ELECTRIC BUILT, INC.
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By: _________________________________ Remo Weber, Chief Executive Officer |
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SOLE STOCKHOLLDER: |
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_____________________________________ Remo Weber |
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EXHIBIT A
FORM OF EMPLOYMENT AGREEMENT
EXHIBIT B
FORM OF OPTION AGREEMENT
EXHIBIT C
FORM OF VEHICLE LEASE AGREEMENT