Vehicle Management Agreement

Kingbee Vehicle Management Agreement

This Kingbee Vehicle Management Agreement (including any policies and terms and conditions at kingbee-vans.com/vma (the “Website”) from time to time that apply to the Program, collectively, this “Agreement”) serves as the binding legal terms between you (“You” or “Owner”) and Kingbee Rentals, LLC (“Kingbee”) or an entity to be designated by Kingbee from time to time (Kingbee or such entity, the “Manager”) that govern your participation in Kingbee’s vehicle management program (the “Program”). We will update you with any changes to this Agreement on our Website. With respect to any change to the Management Fee (as defined in Section 5.A., a “Fee Change”), you will have the termination rights set forth in Section 3. You agree that you are bound by these terms and you agree that your continued participation in the Program constitutes your acceptance of this Agreement including any changes.

Effective Date: As provided in Section 21.

WHEREAS, Owner desires to make certain vehicles that Owner owns available for rental using Kingbee’s rental platform (the “Platform”), and Owner desires to engage Manager to supervise, manage, rent, operate and oversee the maintenance of such vehicles and perform such other activities as contemplated herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

1. Vehicles.

This Agreement relates to the vehicles owned by Owner and that are made available to rent on the Platform (collectively the “Vehicles”). Exhibit A hereto lists the Vehicles, which may be updated from time to time by mutual agreement of Owner and Manager or pursuant to Section 13 of this Agreement.

2. Term and Termination.

This Agreement shall commence on the Effective Date and shall continue until the last Vehicle is removed from the Platform or at such earlier date as this Agreement is terminated in accordance with its terms. In no event will any termination relieve Owner of any breach of this Agreement occurring prior to termination.

3. Service Termination by Manager; Termination for Fee Change

In the event that Owner violates any of the terms under this Agreement, Manager reserves the right to terminate this Agreement immediately upon written notice to Owner.

In the event of a Fee Change, Owner may decommission Vehicles in accordance with Section 13 and may terminate this Agreement once there are no Reservations (as that term is defined in Section 13) for the Owner’s Vehicles.

4. Exclusive Use.

Owner agrees that Vehicles will be rented exclusively through the Platform.

5. Vehicle Management

1. Vehicle Management Fee: Manager shall collect and retain a fee in the amount of thirty-five percent (35%) of the total rental revenues and mileage surcharges collected from the rental of each Vehicle (“Management Fee”). Such Management Fee will be reduced to twenty-five percent (25%) for owners that rent the Vehicle to themselves on a long-term basis or in other circumstances in which Owner secures a long-term rental contract of six months or longer that the Vehicle will be assigned to.
2. Management: Manager shall manage, oversee the maintenance of, and insure the Vehicles in accordance with the terms of this Agreement. Manager shall establish all pricing related to the Vehicles. Owner waives its right to cancel or decline reservations that are made on the Platform or otherwise using the Kingbee application.
3. Compliance with Laws: Manager shall be responsible for the management, operation and overseeing the maintenance of the Vehicles in compliance with all federal, state and local laws in all material respects. Manager shall seek to remedy any violation of any such law which comes to its attention to the extent that such remedy is within the reasonable commercial control of Manager and then only to the extent that Owner pays (or makes arrangements satisfactory to Manager to pay) all such costs of compliance. Owner shall execute the power of attorney form attached hereto as Addendum A (the “Power of Attorney”) so that Manager is able to perform its obligations under this Agreement.
4. Vehicle Costs: All costs and expenses associated with the Vehicles (including repairs and maintenance, licensing, registration, transportation, etc.) shall be the sole responsibility of Owner. Manager shall notify Owner via email for approval prior to any individual expenditure over $2,000.00. Such Owner approval is deemed granted unless Owner objects in writing to the repair within forty-eight (48) hours of Manager’s email notification. If the expenditure is less than $2,000.00, no Owner approval is necessary. Manager has the right to select any company or contractor to perform repairs to the Vehicles. While the expenses associated with all maintenance and repairs are the responsibility of Owner, Manager shall make commercially reasonable efforts to collect payment for all damages caused by the end user. Proceeds collected from end users or their insurance will be applied to the cost of repair and any fees, costs, expenses and other amounts owing from Owner to Manager. Any excess amount will be credited to Owner’s account. In the event that the cost of repairs exceeds amounts collected by Manager and owing to Owner, Owner shall pay Manager for such repairs (and Manager may offset amounts collected by Manager and owing to Owner for such repairs). In cases of emergencies or other special circumstances as reasonably determined by Manager, Manager may make expenditures for repairs which exceed the aforementioned amount without prior written approval (and Owner will remain responsible for all such expenditures and Manager may offset amounts collected by Manager and owing to Owner against the amounts Owner is responsible for). Manager will notify Owner of any such emergency expenditure before the end of the next business day after such expenditures are incurred.
5. Collection of Rental Fees and Other Income: All rental fees, mileage surcharges, or other proceeds will be collected by Manager and remitted to Owner on a weekly basis (less offsets for the Management Fee and other fees, costs, expenses and other amounts owing from Owner to Manager). In the event that there are no rentals of the Vehicles in a calendar month, Manager reserves the right to collect any amounts owed by Owner with respect to the Vehicles. Owner shall provide Manager with a valid credit card that Manager can use to collect all fees, costs, expenses and other amounts owing from Owner to Manager.
6. Vehicle Damages: Manager shall use commercially reasonable efforts to have the responsibility for damage to a Vehicle, be the responsibility of the end user. Manager shall compile and remit necessary information to insurance carriers or other parties, and will make commercially reasonable efforts to collect directly from the renter, insurer or other third party. Any amounts collected or otherwise received from third parties for damage to any Vehicle will be remitted to Owner consistent with Section 5.D.
7. Vehicles Held by Vendors or Unavailable for Rent at Closing: For any Vehicles held by vendors for amounts owed by Fluid Market Inc. or any subsidiary thereof (in either case, “Fluid”) or unavailable for rent due to required maintenance or repairs, Kingbee will make commercially reasonable efforts to facilitate the release, repair and maintenance of such Vehicles. All third-party expenses related to the foregoing shall be the sole expense of Owner.

6. Reporting:

Manager shall provide a monthly report of all transactions with respect to each Vehicle, which report will include rental charges, Management Fees, Vehicle costs, damages and claims recovery and any other information that Manager deems relevant.

7. Claims Restitution and Retention Fee Program:

1. 1. If (a) Owner has one or more valid claims against Fluid arising from: (i) third-party insurance claims received by Fluid but not remitted to Owner, (ii) insurance claim deductibles that Fluid was responsible for paying but were not remitted to Owner, (iii) vehicle sale proceeds that were received by Fluid which were not remitted to Owner, or (iv) vehicle repair costs which were the responsibility of Fluid or should have been paid through the proceeds from an insurance claim or deductible but ultimately were paid by Owner (collectively, “Claim Amounts”), (b) Owner either (1) transfers a Vehicle from Fluid’s FVIP Platform (the “Fluid Platform”) to the Platform (a “Transferred Vehicle”) or (2) purchases a new Vehicle through a Kingbee vehicle sourcing program (a “Kingbee VS Program”) and places it on the Platform (a “New Platform Vehicle”), and (c) such Transferred Vehicle or New Platform Vehicle is kept on the Platform throughout for no less then 48 weeks of a calendar year in rentable condition, then Manager shall pay to Owner in February of the immediately succeeding year a restitution and retention fee of $1,500.00 for such Transferred Vehicle or New Platform Vehicle (the “Claims Restitution and Retention Fee”); provided that that aggregate amount payable pursuant to this Section 7 throughout the term of this Agreement for all Transferred Vehicles and New Platform Vehicles shall not exceed the aggregate of all Claim Amounts due to Owner by Fluid. To the extent a Transferred Vehicle or New Platform Vehicle remains on the Platform for the entire calendar year but is unavailable for rent for more than four weeks of the year, the $1,500.00 per Vehicle Claims Restitution and Retention Fee shall be pro-rated based on the proportion of the year such Vehicle was available for rent during that year. If an Owner decommissions a Vehicle during the year but replaces the decommissioned Vehicle with a New Platform Vehicle within 4 weeks of such decommissioning, Owner shall be eligible to receive the Claims Restitution and Retention Fee, as if the original Vehicle had been available on the Platform for the full year.
  2. Upon receipt by Owner, all Claims Restitution and Retention Fees shall reduce dollar for dollar the amounts of Owner’s claim recoveries against the Fluid debtors, but shall not disqualify Owner from making claims for unrecovered Claim Amounts.
  3. For avoidance of doubt, Owner acknowledges and agrees that neither Kingbee nor Manager nor any of their respective affiliates have assumed, or otherwise have any liability on account of, the Claim Amounts or any other obligations that Fluid may have to Owner, and that Owner shall look only to Fluid on account of the Claim Amounts and any other obligations that Fluid may have to Owner. Further, Owner acknowledges and agrees that Kingbee can share information regarding the flow of the Claims Restitution and Retention Fee with Fluid pursuant to this Agreement.
  4. Owner and Kingbee each acknowledge and agree that notwithstanding that Fluid is a third party beneficiary of certain specified provisions of this Agreement, Fluid shall not (i) be deemed to be a party to any other provisions hereof, nor to have acknowledged or admitted any liability to Owner, Kingbee or any other person or entity by reason of or in connection with any provision of this Agreement, or (ii) be obligated or liable to Owner or Kingbee with respect to the performance of, or otherwise for or with respect to, any provision of this Agreement and no such provision shall be enforced in any manner against Fluid or any of Fluid’s affiliates and Owner and Kingbee shall look only to each other for such enforcement.

8. Registration and Jurisdiction.

Owner hereby provides Manager all authority and shall provide any documents necessary for Manager to register, renew and title Vehicles, including without limitation pursuant to the Power of Attorney. Manager shall facilitate the registration and licensing of all vehicles. All third-party fees and expenses related to the foregoing shall be the sole responsibility of Owner.

9. Telematics Device and Subscription.

As part of its onboarding process for New Platform Vehicles, Manager may install a telematics unit in the Vehicles. The telematics unit may require a subscription from Manager’s telematics provider. The telematics installation charge along with the nonrefundable telematics subscription fees for the first four (4) years of the life of the Vehicle shall be paid in the form of a $1,900.00 telematics fee charged to Owner at the time of Vehicle purchase or onboarding. For the avoidance of doubt, Transferred Vehicles equipped with existing Fluid telematics equipment and subscriptions will not be charged additional fees when transferred to Kingbee. Telematics units and subscriptions are exclusive to the Vehicle and cannot be interchanged. All data collected from the Vehicle and telematics device is owned and controlled by Kingbee such that Owner has no right or interest in the data. Please also refer to the Website for additional terms that may apply to the subject matter of this Section.

10. Taxes.

Each party shall be responsible for their own local, state and federal income taxes arising from this Agreement. Owner affirms that it paid all necessary sales or use tax on each Vehicle at the time of purchase. Sales taxes incurred for rental transactions through the Platform shall be collected from end users and remitted by Manager to the appropriate tax authorities.

11. Lienholder Communication and Past-Due Lien Payments.

In the event that a Vehicle is encumbered by a loan or other similar encumbrance (“Loan”), Owner hereby authorizes Manager to communicate with the corresponding lienholder or lender referenced on the Vehicle’s registration or title (“Lienholder”). In the event that loan payments are not being made on a timely basis by Owner for a Vehicle which is under an active rental contract, Manager shall be permitted to make past-due loan payments related to such Vehicles on behalf of Owner in order to prevent a repossession or other issues relating to non-payment and may offset such Lienholder payments from Owner’s share of any payments made on account of Vehicles through the Platform. Manager shall report all Lienholder payments to Owner for each Vehicle on a monthly basis and shall notify Owner prior to invoking the rights granted under this paragraph. Manager shall charge Owner a $250.00 Lien Maintenance Fee for every past-due Lienholder payment it makes.

12. Insurance.

1. Insurance Practices: For all new rental contracts, Manager shall ensure that end users provide valid certificates of insurance. For all Transferred Vehicles with active rental contracts, it may not be possible for Manager to obtain certificates of insurance until the first new rental contract initiated under Kingbee management.
2. Insurance Coverage Offered: Manager shall provide insurance coverage for all Vehicles on the Platform which is no less than the minimum financial responsibility requirements under applicable state law.
3. Optional Excess Insurance Coverage: In the event that Owner or Lienholder requires insurance coverage that exceeds the coverages offered through the Platform, Owner will be responsible to obtain and keep such insurance active at all times.
4. Claims Handling: Owner appoints and authorizes Manager (or Manager’s designee) as its exclusive agent to handle all claims, including from insurance and third parties. Manager, or Manager’s designee, including without limitation pursuant to the Power of Attorney, will use commercially reasonable efforts to collect and provide claims documentation and shall seek to resolve outstanding claims and insurance related matters promptly.

13. Removal of Vehicles from the Platform.

Owner, upon 30 days’ notice to Manager, may remove any Transferred Vehicle that is not then subject to an end user rental contract and is not then subject to an existing or future reservation. Owner may not remove any New Platform Vehicle that is purchased using a Kingbee VS Program for the first twelve (12) months after the purchase date (or, if later, until the expiration of any rental contract with an end user for such Vehicle). Thereafter, if Owner desires to remove a Vehicle from the Platform, the following shall apply.

Decommissioning and Disposition Process:
Owner agrees to the following decommissioning process:
1. 1. Owner Notice: Upon receiving notice from Owner of the intent to decommission and / or dispose of any Vehicle, and after other conditions described herein are met, Manager shall cause the Vehicle to be transported to a temporary storage location such as Manheim or ADESA, or to a site managed by Manager. Manager shall notify Owner once the Vehicle is available. Unless Owner has notified Manager that Owner will use Manager’s services to dispose of the Vehicle, the Vehicle will be considered decommissioned and will be the sole responsibility of Owner from and after that point in time. Regardless of how the Vehicle is sold, Owner shall be required to pay any outstanding amounts owed to Manager prior to the release of the Vehicle. If Manager’s services will be used to sell a Vehicle, then Owner shall provide Manager with documentation that all such Vehicles have free and clear title. Once Manager receives evidence of properly endorsed title with required releases of liens and any other state requirements, Manager will use commercially reasonable efforts to sell the Vehicle.
  2. Outstanding Reservations: If a Vehicle is on or subject to a future reservation (each, a “Reservation”) decommissioning will not be commenced until all such Reservations are complete.
  3. Blackout Period: Decommissioning will not be allowed during the months of September through December, due to high seasonal demand.
  4. Outstanding Claims: Owner recognizes that the claims or damage collection process is outside the control of Manager and may involve extended delays. As such, there can be no assurance that all claims will be resolved on a Vehicle at the time of decommissioning. Proceeds from any outstanding claims received after decommissioning will be remitted to Owner when received, net of any amounts then due and unpaid to Manager.
  5. Unpaid Expenses or other Costs: Any unpaid amounts (registration fees, maintenance costs, etc.) due to Manager for any Vehicle may be offset from decommissioning proceeds or revenue generated from other Vehicles Owner may still have on the Platform. If Owner does not have any other Vehicles on the Platform, any amounts owed will be charged back to Owner.
Fees:
1. 1. Decomissioning Fee: Manager shall charge Owner a $250.00 fee for the decommissioning of any Vehicle from the Platform, regardless of who sells the Vehicle.
  2. Disposition Fee: Manager shall also charge Owner a $750.00 fee for the disposition of such Vehicle by Manager through auction or privately negotiated sale. Manager has the right to collect (through an offset or reduction to Vehicle sales proceeds, invoicing or disposition collections, or otherwise) any outstanding unpaid fees due to Manager at the time of sale.
  3. Third-Party Expenses and Auction Fees: All out-of-pocket auction, dealer, storage, transportation, and/or other third-party expenses as well as any sales and transfer taxes will be deducted from proceeds received from the sale of the Vehicle.
  4. Early Platform Removal Fee: In the event that a Vehicle purchased through a Kingbee VS Program is not contracted for rent within the first six months and is not subject to a reservation, Owner shall be permitted to remove such Vehicle from the Platform and Owner shall pay Manager an early platform removal fee in an amount equal to any incentive discounts that Owner benefitted from through the Kingbee VS Program.

14. Indemnity.

Owner agrees to indemnify and hold Kingbee and Manager, and their respective employees, parents, subsidiaries, affiliates, agents, and representatives, harmless from and against any liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Kingbee or Manager arising out of the performance of Kingbee’s and Manager’s services hereunder, Owner’s breach of this Agreement or Kingbee’s or Manager’s exercise of its rights hereunder. In the event that there are third party claims brought against either Kingbee, Owner or Manager, Manager (or if applicable Kingbee) shall retain all control over insurance claims, demands, subrogation matters, counsel communications and litigation.

15. Owner Representations.

Necessary Authority: Owner owns the Vehicles and has the power, authority and the legal right to execute and deliver and to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of, and the performance of its obligations under, this Agreement.
Reservations: Owner represents that it will not interfere or otherwise obstruct third parties from renting Vehicles.
Submitted Information: Owner represents that the information it provides to Manager is true and accurate to the best of Owner’s knowledge.
Accredited Investor; Other Representations. Owner has reviewed Part 1 of Exhibit B hereto, which sets forth the definition of accredited investor under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. Owner is an accredited investor based on such definition. Owner has reviewed Part 2 of Exhibit B hereto and acknowledges and agrees that the statements contained therein are true and correct.

16. Limitations on Liability.

In no event shall Manager’s liability to an Owner related to this Agreement exceed the Management Fee received by Manager applicable to the Owner’s Vehicles during the immediately preceding twelve (12) months. Under no circumstances will Manager be liable to Owner for lost profits or for any indirect, incidental, consequential, special, punitive, or exemplary damages.

17. Limitation on Time to Bring a Claim.

To help resolve any issues between the parties promptly, both parties hereto agree that any claim arising out of or relating to this Agreement must be made within one year event or events giving rise to the claim; otherwise, the claim is deemed to have been waived. This limitation applies regardless of the venue in which such claim is or could be asserted but shall not apply to claims brought by Owner against Fluid for activities undertaken by Fluid.

18. Notices.

All notices to Manager shall be sent to:

Kingbee Rentals, LLC
2272 South 5600 West
West Valley City, Utah 84120
Email: VMA@kingbee-vans.com

19. Entire Agreement. Interpretation. Assignment.

The terms set forth in this Agreement (including any terms and conditions incorporated herein by reference) as all may be modified from time to time constitute the entire agreement between you and Manager concerning the subject matter herein and supersede all prior and contemporaneous negotiations, agreements and statements concerning the subject matter herein. The headings, subheadings, and other captions in this Agreement are for convenience and reference only and will not be used in interpreting, construing, or enforcing any of the provisions of this Agreement. Each party acknowledges that it has had the opportunity to review this Agreement with legal counsel of its choice, and there will be no presumption that ambiguities will be construed or interpreted against the drafter, and no presumptions made or inferences drawn because of the inclusion of a term not contained in a prior draft or the deletion of a term contained in a prior draft. Owner may not assign this Agreement without the prior written consent of Manager. Except as otherwise provided herein, this Agreement may be modified or amended only with the written consent of Manager and Owner. Any addendum attached hereto is incorporated herein by this reference.

20. Arbitration.

Please read this section carefully. We want you to know how it affects your rights. If you have an issue with Manager or the subject matter herein, we want to make the resolution process as quick and efficient as possible. To that end, Owner and Manager agree to first discuss any issue informally for at least 60 days before commencing an arbitration proceeding. If we do not agree upon a solution after these discussions, you and Manager agree that any and all claims relating to (i) this Agreement (including the Kingbeetruck.com terms and privacy policy); (ii) Manager; (iii) the Platform; (iv) the Vehicles; and (v) the Program must be resolved through binding arbitration. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at www.JAMSADR.com. Please note that you are giving up the right to litigate a dispute in court before a judge or jury. BOTH MANAGER AND OWNER AGREE TO ARBITRATE IN EACH OF OUR INDIVIDUAL CAPACITIES ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EACH OF US EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS AS IS.

21. Enforceability; Effective Date.

This Agreement shall (i) run in favor of and be enforceable against Owner by Kingbee and Manager, or, in the alternative, any other successful bidder(s) for substantially the same assets as Kingbee proposes to acquire from Fluid pursuant to its pending transaction in Fluid’s pending bankruptcy cases (either such case, the “Asset Sale”); and (ii) not prohibit or otherwise restrict Owner from entering into agreements regarding the Vehicles with other potential bidders for any of Fluid’s assets. The “Effective Date” of this Agreement shall be the date that Kingbee or, in the alternative, any other successful bidder(s) consummate the Asset Sale. For avoidance of doubt, if Kingbee or a subsidiary thereof is not the purchaser in an Asset Sale, neither Kingbee nor any designee or affiliate, shall have any obligations under this Agreement.

22. Third Party Beneficiary.

Fluid, as an intended third party beneficiary for limited purposes, shall have the right to enforce clauses 7(B), 7(D) and 21 of this Agreement. For the avoidance of doubt, Fluid shall have no right to seek enforcement of any other terms or provisions of this Agreement and shall have no ability to challenge any interpretation or waiver of such provisions of this Agreement.

23. Governing Law.

Regardless of Owner’s place of residence or where the Vehicles are located, this Agreement shall be governed by and construed in accordance with the laws of the State of Utah without reference to its choice of law provisions. IN THE EVENT THAT ANY ARBITRATION PROVISIONS CONTAINED HEREIN ARE NOT APPLICABLE, BOTH PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION TO THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF UTAH, SALT LAKE COUNTY.

24. Waiver.

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Even if Manager acts in a way that appears to Owner to be inconsistent with this Agreement, Manager’s actions shall not be deemed a waiver or constructive amendment of this Agreement.

25. Severability.

In the event any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. If any provision of this Agreement shall, for any reason, be determined by a court or arbitrator of competent jurisdiction to be excessively broad or unreasonable as to scope or subject, such provision shall be enforced to the extent necessary to be reasonable under the circumstances and consistent with applicable law while reflecting as closely as possible the intent of the parties as expressed herein.

26. No Partnership.

Nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, professional practice, or any other type of professional relationship between the parties or between any party and any other person, nor cause any party to be responsible in any way for debts or obligations of the other or any other person whomsoever.

Exhibit B

Part 1 Accredited Investor

Rule 501. Definitions and Terms Used in Regulation D of the Act. As used in Regulation D, the following terms shall have the meaning indicated:

(a) Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1,000,000;
1. Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):
  1. The person’s primary residence shall not be included as an asset;
  2. Indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and
  3. Indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;
2. Paragraph (a)(5)(i) of this section will not apply to any calculation of a person’s net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:
  1. Such right was held by the person on July 20, 2010;
  2. The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and
  3. The person held securities of the same issuer, other than such right, on July 20, 2010.
Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b) (2)(ii);
Any entity in which all of the equity owners are accredited investors;
Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific
purpose of acquiring the securities offered, owning investments in excess of $5,000,000;
Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a) (10), the Commission will consider, among others, the following attributes:
1. The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;
2. The examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing;
3. Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and
4. An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;
Any natural person who is a “knowledgeable employee,” as defined in rule 3c–5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c– 5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;
Any “family office,” as defined in rule 202(a)(11)(G)–1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)–1):
1. With assets under management in excess of $5,000,000,
2. That is not formed for the specific purpose of acquiring the securities offered, and
3. Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and
Any “family client,” as defined in rule 202(a)(11)(G)–1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)–1), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a) (12)(iii).

Part 2 Certain Representations

Owner has made its own independent review and investigations into and, based thereon, has formed an independent judgment concerning, the arrangements contemplated by the Kingbee Vehicle Management Agreement (the “Arrangements”) to which this Exhibit B is attached (the “Agreement”).
Owner has adequate access to such information, documents and other materials relating to the Arrangements as it has deemed necessary to enable it to form an independent judgment concerning the Arrangements, has had such time as it deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and has been provided an opportunity to ask questions of Kingbee with respect to such information, documents and other materials and has received satisfactory answers to such questions.

No representations or warranties have been made to Owner by Kingbee, its affiliates, designees or by any of their respective equityholders, officers, managers, employees, agents or representatives regarding the Arrangements, and thus in entering into the Agreement, Owner has relied solely upon its own investigation and analysis of the Arrangements.

Addendum 1

Power of Attorney

By this Addendum 1 to the Kingbee Vehicle Management Agreement to which it is attached, Owner hereby constitutes and appoints Manager as Owner’s agent, attorney-in-fact and representative with full powers of substitution to act in the name, place and stead of Owner to act from and after the Effective Date to exercise the rights set forth below:

To manage, maintain, control and supervise the repair all Vehicles.
To collect all rental fees, mileage surcharges, or other proceeds with respect to the Vehicles.
To use, control, and recover damages (including handling all insurance and other claims) associated with any Vehicle under Manager’s care.
To handle all matters related to the titling, registration, rights of ownership, licensing, repair, and insurance benefits for the Vehicles. This includes signing all documents and titles associated with the Vehicle as Owner’s agent in fact.
To receive any and all payments and insurance benefits for any damage to or the total loss of the Vehicles, including, but not limited to, any associated costs for towing and impound charges.
To handle all matters with respect to the filing and prosecuting of any law enforcement matters related to the Vehicles which may include stolen or converted Vehicles.
To make past-due loan payments on Vehicles to the lenders on behalf of the Owner and take such actions as Manager deems appropriate in response to any requests of a Lienholder.
To do any and all other things and execute any and all other documents that the Kingbee Vehicle Management Agreement permits or requires the Manager to do on behalf of Owner.
To do any and all other things and execute any and all other documents which may be necessary, convenient or appropriate to facilitate any of transactions contemplated by the Kingbee Vehicle Management Agreement.

The power of attorney granted to, and all authority hereby conferred upon, Manager is coupled with an interest and is irrevocable and shall not terminate or otherwise be affected by the death, disability, incompetence, bankruptcy or insolvency of Owner. Manager shall have no liability to Owner or any other person for any acts done by it in accordance with the power of attorney.