Exhibit 10.2
THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.
CONVERTIBLE
PROMISSORY NOTE
$25,000
May
8, 2009
San
Diego, California
For value received,
Ethos Environmental, Inc., a Nevada corporation (the
“Company”), promises to pay to MKM Opportunity Master
Fund, Ltd. (the “Holder”), the principal of twenty five
thousand dollars ($25,000). Interest shall accrue from the date of
this Note on the unpaid principal amount at 10% per annum. This
Note is one of a series of Convertible Promissory Notes (the
“Notes”) containing substantially identical terms and
conditions issued under that certain Securities Purchase Agreement
dated concurrently herewith (the “ Purchase Agreement
”).
1.
Maturity.
Unless converted, this
Note will be due and payable on May 8, 2011 (the “
Maturity Date ”). Accrued interest shall be due and
payable on the Maturity Date. Notwithstanding the foregoing, the
unpaid principal of this Note, and any interest, shall become
immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution
by the Company of a general assignment for the benefit of
creditors, the filing by or against the Company of a petition in
bankruptcy, or the appointment of a receiver or trustee to take
possession of the assets of the Company.
2.
Conversion.
(a)
Conversion by
Holder. The entire principal amount of this
Note and any accrued interest may be converted into shares of the
Company’s common stock by election of the Holder at any time
during the term of this Note. The number of shares to be issued
upon such conversion shall be determined by dividing (i) the entire
principal amount of this Note plus any accrued interest by (ii)
0.40, r
