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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.
SECURED CONVERTIBLE PROMISSORY
NOTE
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__________,200__
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San Diego, California
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For value
received, Ethos Environmental, Inc., a Nevada corporation (the
“Company”), promises to pay to __________________ (the
“Holder”), theprincipal of __________
($_______). Interest shall accrue from the date of this Note on the
unpaid principal amount at 12% per annum. This Note is one of a
series of Secured 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 ____________ (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.
(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) 0.25, rounded up to the nearest whole
share.
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