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Warrant No. 2008-__ ETHOS ENVIRONMENTAL, INC. (a Nevada
corporation) Warrant for the Purchase of [__________] Shares
of Common Stock, Par Value $0.001 [This Warrant Will Be Void
After 5:00 P.M. Mountain Time On ________, 2010]
These securities have not been registered with the U.S. Securities
and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “Securities
Act”), and are being offered in reliance on exemptions from
registration provided in Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder and preemption from
the registration or qualification requirements (other than notice
filing and fee provisions) of applicable state laws under the
National Securities Markets Impovement Act of 1996.
THIS WARRANT (this “Warrant”) certifies that, for value
received, _____________, or registered assigns (the
“Holder” or “Holders”), is entitled, at any
time on or before 5:00 p.m. Pacific Standard Time on ________,
2010, to subscribe for, purchase, and receive [____________] shares
(the “Shares”) of fully paid and nonassessable common
stock, par value $0.001 (the “Common Stock”) of Ethos
Environmental, Inc., a Nevada corporation (the
“Company”). This Warrant is exercisable to purchase the
Shares at a price of $0.25 per share (the “Exercise
Price”). The number of Shares to be received on exercise of
this Warrant and the Exercise Price may be adjusted on the
occurrence of certain events as described herein. If the rights
represented hereby are not exercised by 5:00 p.m. Pacific Standard
Time on __________, 2010, this Warrant shall automatically become
void and of no further force or effect, and all rights represented
hereby shall cease and expire. Subject to the terms set
forth herein, this Warrant may be assigned by the Holder in whole
or in part by execution of the form of assignment attached hereto
or may be exercised by the Holder in whole or in part by execution
of the form of exercise attached hereto and payment of the Exercise
Price in the manner described above, all subject to the terms
hereof. 1. Exercise of Warrants. The Holder shall have
the rights of a stockholder only with respect to Shares fully paid
for by the Holder under this Warrant. On the exercise of all or any
portion of this Warrant in the manner provided above, the Holder
exercising the same shall be deemed to have become a Holder of
record of the Shares as to which this Warrant is exercised for all
purposes, and certificates for the securities so purchased shall be
delivered to the Holder within a reasonable time, but in no event
longer than 10 days after this Warrant shall have been exercised as
set forth above. If this Warrant shall be exercised in respect to
only a part of the Shares covered hereby, the Holder shall be
entitled to receive a similar Warrant of like tenor and date
covering the number of Shares with respect to which this Warrant
shall not have been exercised. 2. Assignment of
Warrants. In the event this Warrant is assigned in the manner
provided herein, the Company, upon request and upon surrender of
this Warrant by the Holder at the principal office of the Company
accompanied by payment of all transfer taxes, if any, payable in
connection therewith, shall transfer this Warrant on the books of
the Company. If the assignment is in whole, the Company shall
execute and deliver a new Warrant or Warrants of like tenor to this
Warrant to the appropriate assignee expressly evidencing the right
to purchase the aggregate number of Shares purchasable hereunder;
and if the assignment is in part, the Company shall execute and
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deliver to the appropriate assignee a new Warrant or
Warrants of like tenor expressly evidencing the right to purchase
the portion of the aggregate number of Shares as shall be
contemplated by any such agreement, and shall concurrently execute
and deliver to the Holder a new Warrant of like tenor to this
Warrant evidencing the right to purchase the remaining portion of
the Shares purchasable hereunder that have not been transferred to
the assignee. 3. Fully Paid Shares. The Company
covenants and agrees that the Shares that may be issued on the
exercise of this Warrant will, on issuance pursuant to the terms of
this Warrant, be fully paid and nonassessable, free from all taxes,
liens, and charges with respect to the issue thereof, and not
issued in violation of the preemptive or similar right of any other
person. The Company further covenants and agrees that during the
period within which the rights represented by this Warrant may be
exercised, the Company will have authorized and reserved a
sufficient number of Shares of Common Stock to provide for the
exercise of the rights represented by this Warrant.
4. Adjustment of Exercise Price and Number of Shares.
(a) Adjustment
of Exercise Price and Number of Shares. The number of Shares
purchasable on the exercise of this Warrant and the Exercise Price
shall be adjusted appropriately from time to time as follows:
(i) In the event the Company shall declare a dividend
or make any other distribution on any capital stock of the Company
payable in Common Stock, rights to purchase Common Stock, or
securities convertible into Common Stock, or shall subdivide its
outstanding shares of Common Stock into a greater number of shares
or combine such outstanding stock into a smaller number of shares,
then in each such event, the number of Shares subject to this
Warrant shall be adjusted so that the Holder shall be entitled to
purchase the kind and number of Shares of Common Stock or other
securities of the Company that it would have owned or have been
entitled to receive after the happening of any of the events
described above, had such Warrant been exercised immediately prior
to the happening of such event or any record date with respect
thereto; an adjustment made pursuant to this subsection (a) shall
become effective immediately after the effective date of such event
retroactive to the record date for such event. (ii) No
adjustment in the number of Shares purchasable hereunder shall be
required unless such adjustment would require an increase or
decrease of at least 1% in the number of Shares purchasable on the
exercise of this Warrant; provided, however, that any adjustments
that by reason of this subsection (a) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment. (iii) Whenever the number of Shares
purchasable on the exercise of this Warrant is adjusted, as herein
provided, the Exercise Price payable on exercise shall be adjusted
by multiplying the Exercise Price immediately prior to such
adjustment by a fraction, the numerator of which shall be the
number of Shares purchasable on the exercise of this Warrant
immediately prior to such adjustment and the denominator of which
shall be the number of Shares so purchasable immediately
thereafter. (iv) Whenever the number of Shares
purchasable on the exercise of this Warrant or the Exercise Price
of such Shares is adjusted, as herein provided, the
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