Swift First Amended Complaint vs. dHybrid filed August 2nd 2013

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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
Patricia Lee Refo (#017032)
Anthony Tom King (#027459)
SNELL & WILMER L.L.P.
One Arizona Center
400 E. Van Buren, Suite 1900
Phoenix, Arizona 85004-2202
Telephone: 602.382.6000
Facsimile: 602.382.6070
E-Mail: prefo@swlaw.com
aking@swlaw.com
Attorneys for Swift Transportation Co. of Arizona,
LLC, Swift Transportation Company, and Jerry
and Vickie Moyes
IN THE SUPERIOR COURT OF THE STATE OF ARIZONA
IN AND FOR THE COUNTY OF MARICOPA
SWIFT TRANSPORTATION CO. OF
ARIZONA, LLC,
Plaintiff,
v.
DHYBRID, INC.,
Defendant.
No. CV2012-009630
FIRST AMENDED COMPLAINT
DHYBRID, INC., a Nevada corporation,
Counterclaimant,
v.
SWIFT TRANSPORTATION COMPANY,
a Delaware corporation; SWIFT
TRANSPORTATION CO. OF ARIZONA,
LLC, a Delaware limited liability company;
and JERRY MOYES, individually and as
husband with VICKIE MOYES; JOHN
DOES 1-50; ABC CORPORATIONS 1-5;
DEF PARTNERSHIPS 1-5; GHI LIMITED
PARTNERSHIPS 1-5; and JKL LIMITED
LIABILITY COMPANIES 1-5,
Counterdefendants.
Michael K Jeanes, Clerk of Court
*** Electronically Filed ***
E. Hailes, Deputy
8/2/2013 1:28:00 PM
Filing ID 5374469

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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
Plaintiff Swift Transportation Co. of Arizona, LLC (“Swift”), for its First Amended
Complaint against dHybrid, Inc. (“dHybrid”), alleges as follows:
PARTIES, JURISDICTION, AND VENUE
1. Swift is a Delaware limited liability company with its principal place of
business in Maricopa County, Arizona.
2. dHybrid is a Nevada corporation doing business in Maricopa County,
Arizona.
3. The amount in controversy exceeds this Court’s jurisdictional minimum.
4. All acts material to this litigation occurred in Maricopa County, Arizona.
5. This Court has jurisdiction over the subject matter and the parties because,
among other things, dHybrid expressly submitted to personal and subject matter
jurisdiction of Arizona.
6. Venue in this Court is proper because, among other things, dHybrid
contracted in writing to perform an obligation in Maricopa County, Arizona.
SWIFT AND DHYBRID ENTER INTO THE FUEL AGREEMENT
7. Swift is one of the largest truckload motor shipping carriers in the United
States. Based in Phoenix, Arizona, Swift operates thousands of vehicles, many of which
are diesel-powered.
8. dHybrid represented to Swift that it owns the rights to certain patent-
pending technology which allows diesel-powered vehicles to operate more efficiently by
using a mixture of compressed natural gas (“CNG”) and diesel fuel (collectively, the
“Technology”).
9. dHybrid represented to Swift that it manufactures components based on the
Technology that can be installed as an aftermarket system in a diesel-powered vehicle (the
“dHybrid System”).
10. On or about May 21, 2010, Swift and dHybrid entered into a Fuel
Technology Purchase Agreement (the “Fuel Agreement”). A true and correct copy of the
Fuel Agreement is attached as Exhibit A.

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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
11. Pursuant to the Fuel Agreement, dHybrid was required to install ten (10)
dHybrid Systems on Swift’s vehicles for testing.
12. Upon completion of the testing of the ten vehicles and Swift not
experiencing engine issues with the operation of the dHybrid systems, dHybrid agreed to
sell, and Swift agreed to purchase and install on its diesel-powered vehicles, 800 dHybrid
Systems at a price of $20,000.00 per vehicle for an eventual total price of $16,000,000.00.
13. Swift also agreed to provide dHybrid an advance payment of $2,000,000.00
(the “$2,000,000.00 Advanced Payment”).
14. dHybrid represented and agreed that it would apply the “$2,000,000.00
Advanced Payment towards further research, installation, and development” of the
Technology, as well as payment for the first 100 dHybrid Systems delivered to Swift.
15. Swift promptly made the $2,000,000.00 Advance Payment to dHybrid after
execution of the Fuel Agreement.
DHYBRID BREACHES THE FUEL AGREEMENT
16. After the parties executed the Fuel Agreement, dHybrid failed to meet its
obligations under the Agreement.
17. Pursuant to Section 4 of the Fuel Agreement, dHybrid was to install ten
dHybrid Systems for testing on Swift’s vehicles.
18. Contrary to the express terms of the Fuel Agreement, dHybrid provided and
installed only five dHybrid Systems for testing on Swift’s vehicles.
19. After dHybrid provided and installed the five dHybrid Systems on Swift’s
vehicles, Swift operated said vehicles for ninety (90) days as a testing period.
20. During the testing period, Swift experienced engine issues with the dHybrid
Systems and discovered that the dHybrid Systems did not in fact possess the technical
efficiencies or capabilities as represented by dHybrid.
21. Further, despite representing that it would apply the Advance Payment
towards “research, installation, and development of the Technology,” upon information or

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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
belief, dHybrid did not use all of the $2,000,000.00 Advance Payment for “research,
installation, and development of the Technology.”
22. Upon information and belief, dHybrid applied portions of the $2,000,000.00
Advance Payment for its and/or its officers’ or directors’ personal use and/or other
purposes unrelated to the Technology, the dHybrid Systems, or the Fuel Agreement.
DHYBRID RECEIVES, AND FAILS TO REPAY, A LOAN FROM SWIFT
23. On or about January 25, 2012, Swift and dHybrid entered into the Third
Amended and Restated Unsecured Promissory Note (the “Note”), which amended and
replaced prior promissory notes entered into between Swift and dHybrid. A true and
correct copy of the Third Amended and Restated Unsecured Promissory Note is attached
hereto as Exhibit B and incorporated herein.
24. Pursuant to the Note, Swift made and provided to dHybrid a loan in the
principal amount of $322,000.00. dHybrid agreed to, among other things, pay Swift the
principal amount of $322,000.00 by the earlier of (i) February 24, 2012, or (ii)
immediately upon receipt by dHybrid of any third party funding in the form of either
equity or debt.
25. On or about June 13, 2012, due to dHybrid’s defaults, Swift made a written
demand to dHybrid (the “Notice of Default”) for the full payment due under the Note. A
true and correct copy of the Notice of Default is attached hereto as Exhibit C and
incorporated herein.
26. In the Notice of Default, dHybrid was notified of its default of its
obligations under the Note for, among other things, failing to make any payments when
due.
27. To date, dHybrid has not cured any of the events of default described in the
Notice of Default and still has not made any payments under the Note.
COUNT I
BREACH OF CONTRACT (FUEL AGREEMENT)
28. Swift realleges each and every allegation as if fully set forth herein.

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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
29. Swift and dHybrid entered into a valid contract, as evidenced by the Fuel
Agreement.
30. Swift has performed its obligations under the Fuel Agreement.
31. dHybrid materially breached the Fuel Agreement by failing to perform
multiple material terms of the Agreement, as evidenced by, among other things, its failure
to provide and install ten dHybrid Systems for testing and use the $2,000,000.00 Advance
Payment for purposes other than for research, installation, and development of the
Technology.
32. As a direct and proximate result of dHybrid’s material breaches, Swift has
suffered damages and is entitled to recover such damages.
33. Swift also seeks reimbursement of its attorneys’ fees and costs from
dHybrid pursuant to Section 28 of the Fuel Agreement.
COUNT II
BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING
(FUEL AGREEMENT)
34. Swift realleges each and every allegation as if fully set forth herein.
35. The covenant of good faith and fair dealing is implied as a matter of law in
every contract. The covenant imposes on dHybrid a duty to act in good faith and deal
fairly with Swift at all times, and to refrain undertaking actions designed to deprive them
of the benefits of their bargain under the Fuel Agreement.
36. dHybrid breached the covenant of good faith by, among other things, failing
to provide and install ten dHybrid Systems for testing and using the $2,000.000.00
Advance Payment for purposes other than for research, installation, and development of
the Technology.
37. dHybrid’s actions have been conducted in bad faith, are without legal
justification, and have deprived Swift of the benefit of its bargain under the Fuel
Agreement. dHybrid’s conduct constitutes a material breach of the implied covenant of
good faith and fair dealing.

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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
38. As a direct and proximate result of dHybrid’s material breaches, Swift has
suffered damages and is entitled to recover such damages.
COUNT III
DECLARATORY RELIEF
39. Swift realleges each and every allegation as if fully set forth herein.
40. Swift has performed its obligations under the Fuel Agreement.
41. Swift asserts that dHybrid has breached multiple material terms of the Fuel
Agreement.
42. Despite dHybrid’s failure to uphold its obligations under the Fuel
Agreement, dHybrid has asserted that it is not in breach of the Fuel Agreement.
43. An actual case or controversy exists between Swift and dHybrid as to
whether dHybrid breached any material term of the Fuel Agreement, and therefore the
Fuel Agreement is terminated.
44. Accordingly, Swift seeks a judicial declaration that dHybrid breached a
material term of the Fuel Agreement and that the Fuel Agreement is terminated through
no fault of Swift, thereby relieving Swift of any obligations it may have had under the
Fuel Agreement.
45. Swift also seeks reimbursement of its attorneys’ fees and costs from
dHybrid pursuant to Section 28 of the Fuel Agreement.
COUNT IV
BREACH OF CONTRACT (PROMISSORY NOTE)
46. Swift realleges each and every allegation as if fully set forth herein.
47. Swift and dHybrid entered into a valid and binding contract, as evidenced
by the Note.
48. Swift has performed its obligations under the Note.
49. By contrast, dHybrid has materially breached the terms and conditions of
the Note by, among other things, failing to make any payments when due.

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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
50. As a result of dHybrid’s breaches, Swift has suffered damages and is
entitled to recover such damages.
WHEREFORE, Swift prays for judgment against dHybrid as follows:
A. For judgment against dHybrid, and in favor of Swift, in an amount to be
determined at trial;
B. A determination and adjudication of the rights and liabilities of the parties
with regard to the Fuel Agreement;
C. A declaration that dHybrid breached a material term of the Fuel Agreement
and that the Fuel Agreement is terminated through no fault of Swift;
D. A declaration that Swift is relieved of any and all obligations it may have
had under the Fuel Agreement;
E. For pre- and post-judgment interest to the maximum extent allowed under
applicable law;
F. For any and all attorneys’ fees and costs incurred by Swift in connection
with dHybrid’s breach of the Fuel Agreement and the enforcement and collection of the
Note, pursuant to the express terms of the Fuel Agreement and A.R.S. §§ 12-341 and 12-
341.01; and
G. For such other and further relief as this Court may deem just and proper.
DATED this 2nd day of August, 2012.
SNELL & WILMER L.L.P.
By: /s/ Anthony Tom King
Patricia Lee Refo (#017032)
Anthony Tom King (#027459)
One Arizona Center
400 E. Van Buren, Suite 1900
Phoenix, Arizona 85004-2202
Attorneys for Swift Transportation Co.
of Arizona, LLC, Swift Transportation
Company, and Jerry and Vickie Moyes

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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
ORIGINAL OF THE FOREGOING
e-filed and COPY mailed this 2nd day
of August, 2013, to:
Leo R. Beus
Britton M. Worthen
Abigail M. Terhune
BEUS GILBERT PLLC
701 North 44th Street
Phoenix, AZ 85008
Attorneys for dHybrid, Inc.
/s/ Becky Kinningham
17650134

9. EXHIBIT A

10. FUEL TECIINOLOGY PURCHASE AGRDEMENT
This FUEL TECHNOLOGY PURCHASE AGREEMENT (this "Agreemenf') is made and
entered into effective as of tn" 2l day of May,2010 (the"Effectivebate"), by and between
d}IYBRID,INC., a Nevada corporation ("Selley''), and SWIFT TRANSPORTATION CO., INC., an
Arizona corporation ("Buyer") (each a "Pafi" and collectively, the "Parties").
RECITALS
V/HEREAS, Seller owns the rights to cefain patent-pending technology which allows
diesel-powered vehicles to operate more efficiently by using a mixture of Compressed Natural Gas
("CNG") and diesel fuel(the "Technology");
WHEREAS, Seller manufactures components based on the Technology that can be installed as an
aftermarket system in a diesel-powered vehicle (the "dHybrid System");
WHEREAS, Buyer is a transportation company that operates thousands of diesel-powered
vehicles;
WHEREAS, Buyer wishes to benefit from the use of the dHybrid System in its vehicles;
WHEREAS, the Parties intend that Buyer shall purchase the dHybrid System from Seller; and
ÌüHEREAS, Buyer shall install the dHybrid System in its diesel-powered vehicles.
NOW, TIIEREFORE, in consideration of the mutual covenants and agreements herein set forth
and each act done and to be done pursuant hereto, and for other good ¿ild valuable consideration, the
reoeipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do
hereby represent, warrant, covenant and agree as follows:
AGREEMENT
l. Purcbase Price: AdJance Paymenl. The above recitals are hereby incorporated by
reference. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and Buyer
agrees to purchase and install, the dHybrid System on Eight Hundred (S00) of Buyer's diesel-powered
vehicles at a price of Twenty Thousand and No/100 Dollars ($20,000.00) per vehicle for a total price of
Sixteen Million and No/100 Dollars ($16,000,000.00) (the "Purchase Price"). Each tuck shall be
outfitted with up to one hundred (100) Gas Gallon Equivalent CNG storage per vehicle. Immediately
upon execution of this Agreement by the Pafies hereto, Buyer shall pay to Seller a non-reñ¡ndable
payment of Two Million and No/100 Dolla¡s ($2,000,000.00), in commercially available funds
(the "Advance Paymenf'). The Advance Payment shall be applied toward the Purchase Price. Buyer
acknowledges that the Advance Payment shall be used for research, installation, and development of the
Technology, third party agreements and deposits, and is therefore non-refi¡ndable. The remaining amount
of the Purchase Price shall be paid by Buyer as specified in Section 6 below. In the event that Seller
offers dHybrid Systems for sale to any other person or entity during the term of this Agreement for a price
lower than the Purchase Price, then the Purchase Price as defined herein shall automatically be amended
to equal that lower price for purchases by Buyer hereunder.
2. Transfer of Shares of Seller to Bu]¡er. Upon payment of the Advance Pa¡rment by Buyer
to Seller, and as consideration for the Advance Payment, Seller shall transfer to Buyer a number of
Preferred Shares of Seller, which shall be equal to nine percent (9%) of the total issued and outstanding
I

11. preferred and common stock across all classes (the "dHybrid Shares"). Upon the issuance of additional
shares by Seller at any time, in any class of stock, Seller shall automatically issue to Buyer the requisito
number of Shares of Preferred Stock to ensure that Buyer maintains its nine percent (9%) overall equity
stake in Seller. No additional oonsideration shall be required from Buyer in order to maintain its nine
percent (9%) stake in Seller. The dHybrid Sha¡es shall be issued with customary terms and conditions
regarding registation righb, co-sale rights and rights of conversion into the common stock of Seller.
3. Taxes. Unless exempt therefrom, all duties and taxes which Seller is required by law to
collect from Buyer are included in the price stated herein; any such items included in the prices or
otherwise payable by Buyer shall be separately identified on Seller's invoice. Eacb Party shall otherwise
be liable for any taxes assessed against them in conjunction with this Agreement.
4. Schedule: Testing Period: Term. Seller shall have one hundred twenty (120) days to
begin installation of ten (10) dHybrid Systems ready for testing. Buyer's Advance Payment includes cost
of equipment and installation of all ten ( l0) test vehicles. Buyer shall operate said vehicles for ninety
(90) days as a testing period (the "Testing Period"). Upon completion of the Testing Period, provided
Buyer's vehicles do not experience any insurmountable engine problems (see Section l3) and that the
ratio of wellhead prices between diesel fuel and CNG is no greater tha¡l a 2-to- I ratio during the Testing
Period and at all relevant times during this Agreement, Seller shall begin delivery of the dHybrid Systems
to Buyer as follows:
(i) Year one (commencing at the end of the Testing Period and concluding 365 days
thereafter): 800 dHybrid Systems.
The foregoing schedule shall be subject to fuel station availability. To the €xtent that a reasonable
number of fuel stations are not available to adequately service the vehicles required to be delivered and
purchased in accordance with the foregoing schedule, the Parties shall adjust the above schedule
accordingly. To the extent that a reasonable number of fuel stations are available to adequately service
the vehicles required to be delivered and purchased in accordance with the above schedule, such schedule
shall be adhered to accordingly.
5. Installatio0. Buyer agrees to install the dHybrid System on its vehicles at its own cost.
Buyer assumes all responsibility for installation and hereby releases Seller from any and all responsibility
related to the installation of the dHybrid System. Buyer shall allow Seller to perform periodic inspections
of the installation process to ensure all components are installed properly, are in working order, and to
ensure the installation of the components meets the satisfaction of Seller. Until the terms of this
Agreement shall be completed, Seller agrees to keep Buyer stocked with at least fifty (50) complete
dHybrid Systems at all times to ensure quick and efficient installation of the dHybrid System. In order
for Seller to meet the shipping and installation deadlines set forth in this Agreemen! at all relevant times,
Buyer agrees to provide Seller with at least two (2) vehicles of each make and model of its fleet to be
outfitted with the dHybrid System by Seller (one (l) such vehicle is intended to be used for fabrication
specifications of the dHybrid System and the other is intended to be used for the fine tuning of the
dHybrid softwa¡e and components for that specific model).
6. Payments: Option to Purchase: CumminsJoint VeIture.
(a) Pa)¡ment of Balance of Purchase Prige. Upon delivery of the dHybrid Systems to Buyer,
Seller shall transmit an invoice to Buyer. Buyer shall be required to pay the full amount of the invoice.for
each dHybrid System within sixty (ó0) days of receipt of such dHybrid System by Buyer.
Notwithstanding the foregoing, payment for the first one hundred (100) dHybrid Systems delivereá to
Buyer (including the initial ten (10) to be installed for the Testing Period) shall be deemed paid for by the
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12. Advance Payment (the "Advance Pavment Credit"). Buyer's tender of payment by check is sufücient,
provided such check is honored, upon presentment by the "Payor Bank."
(b) Additional Sales and Purchases. Subject to the terms and conditions set forth in this
Agreement Seller agrees to sell to Buyer and Buyer shall have the right to purchase, at Buyer's option
(the "Option') to be exercised within six (6) years of the Effective Date of this Agreement (the "Option
Exercise Period") , up to an additional Eleven Thousand Seven Hundred (l1,700) dHybrid Systems for
installation on the Vehicles, in accordance with the following schedule:
(Ð during the period between the Effective Date and tl¡e first anniversary of the
Effective Date: up to One Thousand Seven Hundred (1,700) dHybrid Systems;
(ii) during the period between the first and second anniversaries of the Effective
Date: up to Five Thousand (5,000) dHybrid Systems plus any amount described in subsecrion
(b[i) above not already purchased; and
(iii) during the period between the second and sixth anniversaries of the Effective
Date: up to Five Thousand (5,000) dHybrid Systems plus any amount described in subsections
(b)(i) and (b)(ii) above not already purchased.
The purchase price per Vehicle for such additional purchases shall be Twenty Thousand and No/100
Dolla¡s ($20,000.00) per Vehicle (the "Option Purchase Price"). The Option Purchase Price for any such
purchase orders issued by Buyer shall be paid by Buyer as specified in Section 6(a) above. Upon the
exercise of all or part of the Oplion, Seller shall be under a continuing obligation during the Option
Exercise Period to transfer to Buyer the number of Preferred Shares of Seller, which shall be issued
pro rata based on the ratio of the number of additional dHybrid Systems purchased, divided by Eleven
Thousand Seven Hundred (11,700), and multiplied by thirty-six percent (36%) of the toral issued and
outstanding preferred and common stock across all classes (the "Option dHybrid Shares"). The Option
dHybrid Shares shall be in addition to the dHybrid Shares described in Section 2. Upon exercise of the
Option and the issuance of additional shares by Seller at any time, in any class of stock, Seller shall
automatically issue to Buyer the requisite number of Shares of Preferred Stock to ensure that Buyer
maintains its combined overall equity stake in Seller, not to exceed fo4y-five percent (45%) of the toøl
issued and outstanding shares. No additional consideration shall be required from Buyer in order to
maintain its overall stake in Seller as a result of the exercise of the Option by Buyer.
(c) Cummins Joint Venture. Upon Buyer obtaining the agreement of Cummins lnc.
("Cummins") to enter into a joint venture regarding the manufacturing of engines utilizing the dHybrid
System in Buyer's vehicles, the terms of which must be mutually agreeable to Seller and Buyer, assuming
the Option dHybrid Sha¡es have not yet been issued to Buyer, Seller shall imrnediately deliver eleven
percent (ll%) of the total issued and outstanding prefened and common stock across all classes to Buyer.
In such event, the number of Option dHybrid Shares then available for issuance to Buyer shall be reduced
to twenty-five percent (25%) of the total issued and outstanding preferred and common stock across all
classes upon Buyer's exercise of the Option, as set fofh in Section 6(b) above. If Buyer obtains the
agreement of Cummins to enter into such a joint venture after the Option dHybrid Shares have already
been issued, Seller shall not be required to issue any more of its shares to Buyer pursuant to this
Section 6(c).
7. Term. This Agreement shall enter into force on the Effective Date hereof and shall
remain in effect until Seller's obligations under Section 4 are complete and Buyer has made all payments
required under Section 6.
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13. 8. Good Failh Promotion by Buyer. Once Buyer has completed the Testing Period and is
satisfied with the operation of the dHybrid System on its vehicles, Buyer shall make a good faith effon to
promote the dHybrid System to other companies in the transportation, education and distribution
industries.
9. Fueling Station Joint Venture. In order to ensure that Buyer's vehicles have ready access
to CNG for its vehicles, Buyer and Seller agre€ to work together to create a network of CNG fueling
stations across the counFy. Buyer and Seller shall use their best eflons to form joint venture agre€ments
with truck-stop operators from one or many truck stops, whereby Buyer, Seller and the truck-stop
operator shall each ¡ealize one-third (33.33o/o) of the profit from the sale of CNG at the frreling locations.
Buyer, Seller, and Truck Stop operators shall split evenly the cost of outfitting each station with CNG. If
Buyer chooses not to participate in such joint venture agreements, Buyer acknowledges hereby that Seller
may enter into such agreements directly with truck-stop operators whereby each shall realize fifty percent
(50%) of the profit from the sale of CNG at the fueling locations. Seller shall also provide, pay for, and
install the dHybrid technology in all CNG compressors if needed.
10. Excusable Delays. Because the Technology is new and Seller is creating a new
manufacturing and distribution network to build the dHybrid Systems, Seller shall not be deemed to be in
default on account of delays in tle delivery of the dHybrid Systems to the extent it is beyond Seller's
contol and not occasioned by Seller's fault or negligence, provided that promptly upon the occurrence of
any event which may result in a delay, Seller shall give notice thereof to Buyer, which notice shall
identiff such occurrence and speci! the period of delay which may be reasonably expected lo result
therefrom, whereupon the term of this Agreement shall be extended accordingly.
I I WananB. Seller warrants to Buyer and its successors and assigns that all goods and
services provided hereunder shall be: (i) merchantable; (ii) new; (iii) free from defects in material and
workmanship; (iv) with regard to goods designed by Seller, free from defects in design; (v) in compliance
with all applicable specifications, drawings, and performance requirements; (vi) fit for the purpose
intended; and (vii) free from liens and encumbrances on title. Delivery, inspection, test, acceptance or use
of or payment for the goods fumished hereunder shall not affect Seller's obligation under this warranty,
a¡d such warranties, and all other warranties, express or implied, shall survive delivery, inspection, test
acceptance, paymenl, and use. Seller agrees to correct defects in, or replace any goods not conforming to
the foregoing warranty promptly, for a period of six (6) years following sale of the dHybrid System by
Seller to Buyer, regardless of when said system is installed on a vehicle. Seller acknowledges that the
useñ¡l life of Buyer's vehicles is approximately three (3) years and therefore, Seller shall allow Buyer to
remove the dHybrid System from the original vehicle it was installed on and reinstall it onto a second
vehicle without voiding Seller's warranty. During the period of such ìilaranty applicability, Seller shall
be liable for the costs of parts and labor to repair or replace the dHybrid System on Buyer's vehicle, but
shall not be liable for any other repairs to the vehicle or for transportation of the vehicle to a repair
facility. All warranty work performed by Buyer's employees shall be billed to Seller at exact wages of
Buyer's installation technicians. Seller shall promptly reimburse Buyer for any exp€nses or damages
incuned by Buyer regardless of the nature of such expenses or damages as a result of or relating to
Seller's failure to oomply with (i) - (vii) above, including, but not limited to repair, replacement, rework,
removal and reinstallation costs, shipping costs, production delays, payment withholds, field service
costs, recall costs, and costs of filing and complying with legal and regulatory requirements. If services
ortechnical data are to be provided by Seller hereunde¡ Seller wa¡rants to Buyer that such services and/or
technical data have been performed or prepared in a professional and workmanlike manner and in
compliance with Buyer's instructions or other requirements.
12. Intellectual hoperty. Seller warrants that the dHybrid System fumished hereunder shall
be delivered free of any rightful claim of any third party for infringement of any United States patenÇ
4

14. copyright, trademark, trade secret or other intellectual property right. Seller shall, at its own expense,
indemni$ and hold harmless Buyer against any suits, claims, actions, losses, damages, expense
(including attorney's fees and costs) or liabilities that may result from any allegations that any intellectual
property embodied in the dHybrid System constitutes an infringement, misappropriation or misuse of any
United States patent, copyright, trademark, trade secret or other intellectual property right. In the event of
any claim, nolice, suit or action alleging such infringement of any United States patent, copyrigh!
trademark, tade særet or other intellectual property right, Seller shall at its expense procure for Buyer the
right to continue using the dHybrid System, or modiS the dHybrid System to render it non-infringìng, or
replace the dHybrid System with a substantially equivalent non-infringing system. If Seller is unable to
remedy the infringement as provided in the previous sentence, Seller shall accept the return of the
dHybrid Systems and reñ¡nd to Buyer the amounts paid by Buyer hereunder, less a reasonable charge for
depreciation.
l3
following:
Termination. This Agreement may be terminated upon the occurrence of any the
Insurmountable Engine Problems. If, after installation of the dHybrid Systems,
Buyer's vehicles experience engine problems attributable to the use of the
dHybrid System, Buyer shall provide written notice to Seller of the engine
problems and allow seller a minimum of ninety (90) days to determine the
source of the problem and engineer a method to prevent the problan from
occurring in the future. If Seller is able to develop and provide a satisfactory
method to prevent the engine problem, this Agreement shall continue
unintemrpted. If, however, seller is unable to develop and provide a satisfaclory
method of preventing tlre engine problem, the problem shall be deemed
insurmountable and Buyer shall then have the option of terminating this
Agreement by writtør notice to Seller.
(b) Voided Warranty. Buyer shall make every effort to obtain written assurances
from the original manufacturers of its various engines and vehicles, stating that
said manufacturers shall continue to honor their factory warranties on Buyer's
vehicles after the installation of the dHybrid System. Seller acknowledges that it
may take a sigrificant period of time and testing for Buyer to obtain such
assurances from its vehicle and engine manufacfurers. If, however, Buyer is
unable to obtain such assurances, after a good faith effor! Buyer shall provide
written notice to Seller that Buyer was unable to obtain the necessary assurances.
Seller shall then have ninety (90) days to provide a satisfactory alternative
warranty solution to Buyer. The alternative warranty solution may include, but is
not limited to, Seller conmctìng with a third-party warranty provider or Seller
agreeing to pay for warranty repairs itself. If, after ninety (90) days, selter is
unable to present an alternative warranty solution that is satisfactory to Buyer,
Buyer shall then have the option of terminating this Agreement by written notice
to seller.
(c) Acceptance and Payment. Buyer shall refuse delivery of the dHybrid systems
when delivered pursuant to the schedule outlined in Seotion 4 above or shall fail
to make payment to Seller pursuant to the terms of Section 6 above.
cofirBletion of. P-.erformances. The completion of all material performances by
the Parties to this Agreement.
(a)
(d)
5

15. (e) Expiration. The expiration of this Agreement by its own terms.
14. Indemnificæion.
(a) By Seller. Seller covenants and ag¡ees at all times to protec! hold harmless and
indemniff Buyer, its affiliated companies, and their respective directors, oflicers,
employees, successors and assigns fro¡n and against any and all losses, costs and
expens€s arising from a breach of this agreement by Seller, and from and against
any and all claims for loss, damage or injury and ftom and against any suits,
actions, or legal proceedings ofany kind brought against Buyer, or by such other
parties by or on account ofany p€rson, persons, or entities, or on account ofany
injuries received or sustained by any person, persons, or entities in any manner
(howsoever arising, including without limitation, by reason of negligence, breach
of warrant¡r, defect in design, material or workmanship or otherwise, and even
though strict liability be claimed), directly or indireotly caused by, incident to, or
growing out of a breach of this Agreement, defects in the desigr, manufacture, or
materials used in the goods, negligence in the manufacture, or provision of the
goods supplied, or performance of the services hereunder. If directed by Buyer,
Seller shall take upon itself the defense and/or settlernent of all such claims and
the defense ofany suit, suits or legal proceedings ofany kind brought to enforce
such claim or claims, and to pay all judgmcnts entered in such suit, suits or legal
proceedings, and all attomeys' fees and other expenses. Seller agrees that in any
instance where such claims in any way affect Buyer's interest under this
Agreement or otherrvise, Seller shall not consummate any settlement without
Buyer's prior written consent. Seller's covenants of indemnity herein shall
continue in full force and effect notwithstanding the termination or expiration of
this Agreement.
(b) B), Buyer. Buyer covenants and agrees at all times to protect, hold harmless and
indemnifi Seller, its afliliated companies, and their respective directors, officers,
employees, successors and assigns from and against any and all losses, costs and
expenses arising from a breach of this agreement by Buyer, and from and against
any and all claims for loss, damage or injury and from and against any suits,
actions, or legal proceedings ofany kind brought against Seller, or by such other
parties by or on account ofany person, persons, or entities, or on account ofany
injuries received or sustained by any person, persons, or entities in any manner,
directly or indirectly caused by, incident to, or growing out of a breach of this
Agreement. If directed by Seller, Buyer shall take upon itself the defense and/or
settlement of all such claims and the defense of any suit, suits or tegal
proceedings of any kind brought to enforce such claim or claims, and to pay all
judgments entered in such suiÇ suits or legal proceedings, and all attomeys' fees
and other expenses. Buyer agrees that in any instance where such claims in any
way affect Seller's interest under this Agreement or otherwise, Buyer shall not
consummate any settlement without Seller's prior written consent. Buyer's
covenants of indemnity herein shall continue in fr¡ll force and effect
notwithstanding the termination or expiration of this Agreement.
- 6-

16. 15. RepresentationsandWarranties.
Seller's Rqpresentations and Warranties. Seller hereby represents and warrants
to Buyer as follows:
(Ð Organization and Oualification. Seller is an entity duly
organized, validly existing and in good standing underthe laws of the jurisdiction
of its organization with the requisite power and autlrority to enter into and to
consummate the fansactions contemplaæd in this Agreement and otherwise to
carry out its obligations hereunder and thereunder, This Agreement has been
duly executed by Seller, and constitutes the valid and legally binding obligation
of Seller, enforceable against Seller in accordance with its terms.
(ii) No Conflicts. The execution, delivery and performance of this
Agreement and the consummation by Seller of the transactions contemplated
hereby, shall not: (i) result in a violation of Seller's Certificate of Incorporation
or Bylaws; (ii) conflict with, or constitute a default under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any material
agreement, indenfure or instrument to which Seller is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree (including
United States federal and state securities laws and regulations and rules or
regulations of any self-regulatory organizations to which either Seller or its
securities are subject) applicable to Seller or by which any propenty or asset of
Seller is bound or affected; or (iii) require any consent or authorization of
Seller's stockholders.
(iii) OWne¡shjp of tlre Shares. Seller is the sole oryner of the Shares,
free and clear of any and all liens, claims and encumbrances of any kind.
(iv) Brokers a¡d Finders. Seller has no knowledge of any person
who shall be entitled to or make a claim for payment of any fïnder fee or other
compensation as a result of the consummation of the transactions contemplatod
by this Agreement.
Seller's breach of any of the representations or warranties contained in this
Section l5(a) shall constitute grounds for termination of this Agreement by
Buyer.
(b) Buyer Representations and warranties. Buyer hereby represents and wa¡rants to
Seller as follows:
(i) Organization and Oualification. Buyer is an entity duly
organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to
consummate the transactions contemplated in this Agreement and otherwise to
carry out its obligations hereunder and thereunder. This Agreement has been
duly executed by Buyer, and constitutes the valid and legally binding obligation
of Buyer, enforceable against Buyer in accordance with its terms.
(iÐ No Conflicts. The execution, delivery and performance of this
Agreement and the consummation by Buyer of the transactions contemplated
(a)
-7-

17. hereby, shall not; (i) result in a violation of Buyer's Certificate of Incorporation
or Bylaws; (ii) conflict with, or constitute a default under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any material
agreement, indenture or instrument to which Buyer is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree (including
United States federal and state securities laws and regulations and rules or
regulations of any self-regulatory organizations to which either Buyer or its
securities are subject) applicable to Buyer or by which any property or asset of
Buyer is bound or affected; or (iii) reguire any consent or authorization of
Buyer's stockholders.
(iii) Broken and Finden. Buyer has no knowledge of any person
who shall be entitled to or make a claim for payment of any finder fee or other
compensation as a result of the consumrnation of the transactions contemplated
by this Agreement.
Buyer's breach of any of the representations or warranties contained in this
Section l5(b) shall constitute grounds for termination of this Agreement by
Seller.
16. RestrictiveCovenants.
(a) Non-circumyention. Buyer shall not at any time during the term of this
Agreement, and for a period of two (2) years thereafter, in any fashion, form, or
manner, either directly or indirectly, circumvent or attempt to circumvent, avoid,
by-pass, or obviate this Agreement by seeking alternative suppliers or installers
of the Technology. The Parties hereby stipulate that, a.s between them, the
foregoing matt€rs are importan! material, and gravely affect the effective and
successñ¡l conduot of the business of Sellel and its good shall, and that any
breach of the terms of this section is a material breach of this Agreement.
(b) confidentiali¡L and Non-Disclosure. "confidential Informatim" andlor
"Proprietary Information" ("Proprietary Information') shall, for the purpose of
this Agreement, mean: (i) information, knowledge or data disclosed by Seller to
Buyer, including the Technology, regardless of whether disclosed in written,
tangible, oral, visual or other form, which is related to the subject of this
Agreement; (ii) information, knowledge or data which was obtained from facility
visits; and (iii) information, knowledge or data not specitically related to the
subject of tbis Agreement but which is in written or other tangible form bearing a
suitable legend identi$ing its proprietary or confidential nature or is otherwise
identified as confidential or proprietary. In the event Seller ñ¡mishes sample
products, equipment, documentation, or other objects or material, to Buyer, the
items so received and any information contained therein shall be feated as
Proprietary Information disclosed to Buyer under this Agreement. Furthermore,
any and all infonnation obtained or derived from said items, including results
from testing, shall be treated as if they were Proprietary Information disclosed
pursuant to this Agreement. All Proprietary Information disclosed in any
documentary or tangible form, whether in written or elecfonic form may be
marked "Proprietary" or "Confidential" and if the Information is not so
identified, it shall be considered Proprietary if by its very nature or the
circumstances under which it is disclosed one would reasonably consider it to be
- 8-

18. Proprietary. Buyer shall use Seller's hoprietary Information solely for the
purposes of suppoling the current business relationship with Seller and not for
any other purpose. Buyer shall not disclose Seller's Proprietary Information to
any third party without Seller's express written consent. Buyer may disclose
Seller's Proprietary Information to employees, contact workers, manufacturen,
consuhants and agents of Buyer who have a need to know and who have
executed agÍeements with Buyer obligating them to treat such information in a
manner consistent with the terms of this Agreement. Buyer shall not at any time
during the term of this Agrcement, and for a period of two (2) years thereafter, in
any fashion, form, or manner, either directly or indirectly, divulge, disclose, or
communiçate to any person, firm, or corporation in any manner whatsoever any
Proprietary Information. Buyer further agrees that during such period it shall not
tamper with, revers¡e engineer or otherwise materially alter the Technology unless
permitted in writing by Seller. The Pafies hereby stipulate that, as between
them, the foregoing matters are important, material, and confidential, and gravely
affect the effective and successful conduct of the business of Seller, and its
goodwill, and that any breach of the terms of this section is a material breach of
this Agreement. Notwithstanding the foregoing provisions, this Agreement shall
not restrict or affect Buyer's rights to use or disclose information: (l) which is or
may hereafter be in the public domain through no fault of Buyer; or (2) which
Buyer can show, as reflected by its written documents, that it was known to it
prior to the disclosure by Seller; or (3) which is disclosed to Buyer by a third
party, without reshictjons similar to those herein imposed, subsequent to
disclosure by Seller; or (4) which Buyer can show, as reflected by its documents,
was independently developed by Buyer without the use of the Proprietary
Information.
(c) Non-Competition. Buyer expressly agrees that during the term of this
Agreement, and for a period of two (2) years thereafter, Buyer shall not be
interested, directly or indirectly, in any form, fashion, or manner, as partner,
officer, director, slockholder, advisor, employee, contractor, or in any other form
or capacity, in any other business or any allied trade engaged in sale of hybrid
fuel, hybrid fuel technoloff, and/or hybrid ñrel parts and manufacturing in any
city or metropolitan area within the United States where Seller is conducting
business operations át the time of the signing of this Agreement, or in any city or
metropolitan area within the United States where Seller is conducting business
operations at the date of termination of this Agreement, except that nothing
herein contained shall be deemed to prevent or limit the right of Buyer to invest
any of Buyer's surplus funds in the capital stock or other securities of any
corporation whose stock or securities are publicly owned or are regularly fiaded
on any public exchange. It is tl¡e intention of the Parties hereto that this
Agreement be enforced to the fullest extent permitted by applicable law and,
therefore, in the event that any provision of this Agreement or the application
thereofis held to be unenforceable in anyjurisdiction because ofthe duration or
scope thereoi the Parties hereto agree that the court or panel or arbitrators
making such determination shall have the power to reduce the duration and scope
of such provision to the extent necessary to make it enforceable, and that this
Agreement in its reduced form shall be valid and enforceable to the ñ¡ll extent
permitted by law, but no such reduction shall affect the enforceability of the
express terms hereofin any otherjurisdiction. The foregoing Section l6(c) shall
-9-

19. not apply to Buyer in the event that this Agreement is terminated through no fault
of Buyer or through Seller's breach of any material term qf this Agreement.
(d) Non-Solicitation and Non-Hire, Buyer hereby covenants and agrees that for a
period of two (2) years following termination of this Agreement for any reason, it
shall not: (a) hire any employee of Seller; (b) solicit, entice, persuade or induce
any employee or business affrliate of Seller to terminate his or her employment
or business relationship with Seller; (c) solicit the employment of any such
individual or solicit the business ofany such business affiliate; (d) approach any
such individual or business afliliate for any of the foregoing purposes; or (e)
assist in taking such actions by any third party, in each case, without the prior
written consent of Seller.
(e) Acknowledgment. Buyer acknowledges that the resfictions on Buyer's activities
under this Agreement are necessary for the reasonable protection of Seller and
constitute a material inducement to Buyer's business relationship with Seller.
Buyer further acknowledges, stipulates and agrees that a breach of any of such
obligations and agreements shall result in irreparable harm and continuing
damage to Seller for which there shall be no adequate remedy at law and fr¡rther
agtees that in the event of any breach of said obligations and agreements, Seller
and its successors and assigns shall be entitled to immediate injunctive relief and
to such other relief as is proper under the circumstances.
l7. License: Inventions. The Proprietary Informatiø shall remain the sole property of Seller.
No license or other ownership right is granted to Buyer under any patents, copyrights, mask work rights,
or other proprietary rights by the disclosure of any information or by the use of the Technology
hereunder, nor is any warranty made as to such information.
18. Goyçrning Law. This Agreement shall be governed by and construed in accordance with
the laws of the Søte of Nevada applicable to contracts made and to be performed in the State of Nevada.
Each party to this Agreement irrevocably consents to the jurisdiction of the courts of Clark County,
Nevada, to interpret or enforce any provision of this Agreement.
19. Counterpafs. This Agleement may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when counterparts have been
signed by each parly and delivered to the other parties hereto. This Agreement, once executed by a party,
may be delivered to the other parties hereto by facsimile tansmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.
20. Severability. If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.
21. Entire Agreement Amendments. This Agreement contains the entire undersknding of
the Parties, their afTiliates and persons acting on their behalf, with respect to the matters cove¡ed herein
and supersedes all prior and contemporaneor¡s agreements and understandings, oral or written, with
respect to such matt€rs. There are no restictions, promises, warr¿nties or undertakings relating to such
matters, other than those set forth or referred to herein and therein. No provision of this Agreement may
be waived other than by an instrument in writing signed by the Parg to be charged with enforcement, and
no provision of this Agreement may be amended other than by an instrument in writing signed by the
Parties.
- l0-

20. 22. Notices. Any notices required or permitted 1o be given underthe terms of this Agreement
shall be in writing and sent by certified or registered mail (return receipt requested) or delivered
personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall
be effective three (3) days after being placed in the mail, if mailed, or upon receipt or refi¡sal of receip! if
delivered personally or by nationally recognized ovemight carrier or confirmed facsimile transmission, in
each case addressed to a party as provided herein. The initial addresses for such communications shall be
as follows, and each party shall provide notice to the other Parties of any change in such party's address:
(i) If to Seller: dHYBRID,INC.
l07l East 100 South, Suite D-l
St. George, Utø,h84770
Facsimile: (435) 652-083 I
Attention: Trevor Milton
With a copy to: WALLIN}IARRISON, PLC
1425 South Higley Road, Suite 104
Gilbert, A¡izona85296
Telephone: (480) 24041 50
Facsimile: (480) 240-41 5 I
Attention: Troy A. Wallin, Esq.
(iÐ If to Buyer: SWIFT TRANSPORTATION CO., INC
2200 South 75th Avenue
Phoenix, Arizona 85043
Facsimile:C_J
Attention:
rWith a copy to:
Facsimile: (_-)
Attention:
23. Headings. The headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions hereof.
24. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the Parties and their succ€ssors and permitted assigns. Except as provided herein, neither Pa¡ty shall
assign this Agreement or any rights or obligations hereunder without the written consent of the other
Parg.
25. No Third-Party Beneficiarie.s- This Agreement is intended for the benefit of the Pa¡ties
hereto and their respective successors and permited assigrrs and is not for the benefit of, nor may any
provision hereof be enforced b¡ any other person or entþ.
26. Survival. The representations and wan'anties contained herein shall survive termination
of this Agreement for six (ó) months. The covenants of the parties as set forth in this Agreement, shall
survive the termination hereof.
- tl-

21. 27. Fees and Expenses. Each of the Parties shall pay its fees and all other associated
expenses incurred by such Parfy in connection with the negot¡ation, execution, delivery and performance
of this Agreement.
28, Attomeys' Fees. If either Parg to this Agreement shall bring any action, sui!
aounterclaim, appeal, arbitation, or mediation for any relief against the other, declaratory or otherwise, to
enforce the terms hereof or to declare rights hereunder, the losing party shall pay the prevailing party's
reasonable attorneys' fees and costs incurred in bringing and prosecuting such action and/orenforcing any
judgment, order, ruling or award.
29. Forcg. Majeure. Neither Party shall be liable for its failure to perform any of its
obligations hereunder during any period in which performance is delayed by fire, flood, war, embargo,
riot or an unforeseeable intervention of any government authority that causes complete business
intemrption ("Force Majeure"), provided that the Party suffering such delay immediately notifies the
other Party of the delay.
30. Remedies Cum.ulative. Each Paffy's remedies shall be cumulative and remedies herein
specified do not exclude any remedies allowed by law or equity. Waiver of any breach shall not constitute
waiver of any otler breach of tle same of any other provision, Acceptance of any goods or services or
payment thereof shall not waive any breach.
31. Further Assurances. Subject to the terms and conditions of this Agreemen! each of the
Parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do, or caus€ to
be done, all things necessary, reasonable, proper or advisable under applicable laws and regulations to
consummate and make effætive the purposes and intent of this Agreement.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement effective as of the
Effective Date.
..sELLER" .BITYER"
dITYBRID,INC.,
a Nevada corporation
By:
Its: President
î'z/- /o
swIFT TRANSPORTATION CO., INC.,
an Arizona corporation
Its:
- 12-

22. EXHIBIT B

23. $32a(no.0o
TIIIRD AMENDED A¡ID RESTATEI)
UNSECURED PROII{ISSORY NOTE
Phosoix, A¡izon¡
Jrunary 25,2012
AMENDMENT NO. 3 ùo the U¡securcd Promissory Not! dslÊd Dccembcr 12, 201 I (ùís
"Scc¡nd Amødcd Noæ') betweon dHyMd' Inc. a Ncvad-¿ corporation' {te$p1
.r";f;r"r-), l*urø ¿ St Gcorgp, UT, and Sriß
f.-rp"tt úl,n Co. of A liabitity eomPany (bersirsftcr
ï-ondcr'), locatod aI 2200
.fhis
Third Amendcd and Rcstatcd Unsecr¡red homissory Note shall ama¡d and rEPlace
rbe unsrned Promissory Notc bchvecn the puties hercto dslcd octob€r 28' 201 I aDd 6Ê First
G;drd anrt Rcsrtr¡,¿ Únsecr¡re¿ rruuissory Notc dsted Novqnber 22,2011, and tbc Sccoud
Aildrd a¡d Resuted Unsecr¡¡sd Promissory Noto daæd Decei¡rbcr l2r20l liu tb€ sg8FÊgatc
-ro*t of n* Hunùçd Foru Thousûnd Doilars ($204'000'00)'
A,Thpcntirel4âidprincipalbal¡¡cepayabloberuundorsb¡llbcd¡æ
and poyable on thc ca¡lter ïf ó feUruary 24, 2912: or (li)
.lmncdiaþlv
t¡pon
rÊc€ipt Uy aonoú of*y Oitd i*y n-,ír¡g h thc form of oitbcr cquity or debt
(the "lvl¿tr¡¡itY Datc").
Time is of tbe the
balance shall bccomc able
ducanygumducand thc
Default:
EvenE of Defaulr. The occr¡¡rencc-of any of tho following cvcnts or conditio¡s sball
*k--nr" an "Event of Defarùf'uudq thisNoæ:
(")AnyfailrrretopaytheprínoipalsfÛorutduoattheMatrxityDaÞ;
(b) ArY ¡c'Preser¡t¿tion o or
on be¡aif of Borrouter Û¡r sball be or
misleadiog as of the time made or fuinished;

24. (c) The ñling fcdÊrÀ¡
U""¡-¡P-tcV l¿ws now or now ol
bcrçEftcr in cdecq or thc rüePcct
to Borrowcr.
pn)c€dísg described in Subparagraph
(c) icê by Bormww to such ¡roccrdings;
or custodisn or cons€rv¡tor for all or any
part of the assets ofBorrowu;
thc pltcculion bY Bonourer of un
for thc bcuefit of cre*litsrs; or the
lu crËdilors, or any slass therçû[, for
exlcnaioo or com¡rorition of itc dsbl,sl
its Estorial debts as thoy mnûro; or if
Borowe¡isgorrøallynotpoyinÈanyofitsfDsbialdcbtsasthøymatufe;
(ÐTholiquirbrion'dc€Îh'inoompctency'tÊrüin¡lioDordissolutÍouof
Bo¡mr¡¡er;
G)Tbcabo¡doDmcntbyBorrowerofalloranyrnatcrialpartofits
PoPGrtY ol sssots; or
pohibiting
whic,h ofdtr
Far'lurc of t'codcr cqDstiù¡t€ a mivcr of th¡
riÊül to exercise lbo same thç event of contiurnncc of
añy existingdsf¡ultaflpr bercot'
díminish the liability of any person
this Not6 shÂu bc bindÍ¡g upon Bonowor and its st¡cccssors md assips and sh¡u inure
ø t¡" U"o"ftt oflsnder a¡d tbeir sucoea:¡orc and assigns'
All noticcs required or pcrmitted in oonnætion with thi¡ Noæ shall be givco at the
locstion of each party as designaied h iba first pamerapb of this Notc'
bcreby acknowledge ond agrcc fhat
-
he/sJÎ is a duly autborized
B;;;r, and Lc,ndcr and thar as sr¡ch hss fu¡ powcr and autbríty to
this PromissorY Notc.

25. Thi¡ Notc sbåil bc goveraed by aod construcd æcordùU to tbc L¡ws of tbe Stats of
Ariæn¡ Ed tbs Borrow UcrcUy n¡hniis to öe personsl and $¡bicç1 naftcr jurisdíotioo of tln
Staæ ofA¡izons,
IN WITNES S
'WHEREOF, theæ pncsents are €r(ÊûúÊd a3 of thc da¡o first wriusn abovc.
BORRO}YER
dEybrid, Iuc', a Nevada corPoratiou
By
&)
Its
I.EÑI}DR
Stün Co. of Arko¡¡r IJ,C, aDelaware limiþd lisbílity coqPs¡ry
By
Itg

26. EXHIBIT C

27. rRA'VSPORTATION CO. OF ARIZONA, LLC
VIA FEDERAL EXPRESS AND EMAILJune 13,2012
dHybrid,lnc.
Attn. Trevor Milton
912 West 1600 South
Suitc Bl04
St. George, UT 84770
Dear Mr. Milton:
James Fry
General Counsel
Reference is made to that certain Third Amended and Restated Unseoured Promissory Note,
aat"A ¡a"uuty 25,2}l2in t}e origin 00 (the "Prcrmissory Note")'
As set forth in the Promissory Note, nole was due and payable
rid, Inc. under the
t under subsection (a) aooordingly, an Event of
occu¡red and is continuing. You have also made
ons to Swift Transportation Co. of Arizona, LLC
as defined in the Promissory Note'
swift hereby demands the immediate repayment in full of the entire principal balance of
$322,000.00 on the Promissory Note'
If swifr does not reÇeive payment in full of the Promissory Note by noon on Friday, June22,
2012, itwill pursue all legal remedies available to it under law.
o comply will remove any and all of its
locations from the FEV,Inc' facility in
that Swifr