Exhibit
10.2
Warrant No.
2009-__
ETHOS ENVIRONMENTAL,
INC.
(a Nevada
corporation)
Warrant for the
Purchase of 100,000
Shares of Common Stock, Par Value
$0.0001
[This Warrant Will Be
Void
After 5:00 P.M. Mountain Time
On January 1, 2012]
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 Improvement Act of
1996.
THIS WARRANT (this
“Warrant”) certifies that, for value received, Carrillo
Huettel, LLP, or registered assigns (the “Holder” or
“Holders”), is entitled, at any time on or before 5:00
p.m. Pacific Standard Time on January 1, 2012, to subscribe for,
purchase, and receive 100,000 shares (the
“Shares”) of fully paid and nonassessable common stock,
par value $0.0001 (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 January 1, 2012, 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 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 Company
shall cause to be promptly mailed by first class mail, postage
prepaid, to the Holder of this Warrant notice of such adjustment or
adjustments and shall deliver a resolution of the board of
directors of the Company setting forth the number of Shares
purchasable on the exercise of this Warrant and the Exercise Price
of such Shares after such adjustment, setting forth a brief
statement of the facts requiring
