EX-10.8



 Exhibit 10.8 
 ALLONGE TO SENIOR SECURED CONVERTIBLE NOTE 
 This Allonge (the
“Allonge”), dated as of October 10, 2012, attached to and forming a part of the Senior Secured Convertible Note, dated March 22, 2012 (collectively, the “Note”), made by EARTH911, INC., a Delaware corporation
(the “Company”), payable to the order of STOCKBRIDGE ENTERPRISES, L.P., a Nevada limited partnership (the “Holder”), in the principal amount of $1,000,000 is entered into by the Company and Holder as of the date above.

 WHEREAS, the Company is in compliance with the Note and the related documents, also dated March 22, 2012, including the
Securities Purchase Agreement, Patent Security Agreement, Warrants, Security Agreement and Guaranty (collectively the “Transaction Documents”); and 
 WHEREAS, the Company and the Holder desire to amend the Note in accordance with the terms set forth in this Allonge. 
 NOW THEREFORE, in consideration of the mutual covenants and for other good and valuable consideration, the parties agree as follows: 

1. The Original Principal Amount of the Note is restated as $3,000,000. 

2. Paragraphs (a) and (b) of Section 1, “General Terms,” of the Note are hereby amended and restated in their
entirety as follows: 
 1. GENERAL TERMS. 

(a) Payment of Principal. On the Maturity Date, the Company shall pay to Holder an amount in cash representing all
outstanding Principal, accrued and unpaid Interest. The “Maturity Date” shall be October 1, 2014, as may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default (as defined
below) shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that
with the passage of time and the failure to cure would result in an Event of Default. 
 (b) Interest.
Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to nine percent (9.0%) (“Interest Rate”). Interest shall be calculated on the basis of a 360-day year, or a 30-day calendar month
regardless of the number of actual days in each month, to the extent permitted by applicable law. Interest hereunder shall be paid in cash in arrears on each Interest Payment Date (as defined herein) and on the Maturity Date (or sooner as provided
herein) to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes. 







 3. Paragraph (a)(ii) of Section 4, “CONVERSION OF NOTE,” is hereby amended
and restated in its entirety as follows: 
 (ii) “Conversion Price” means, as of any
Conversion Date (as defined below) before the occurrence of any Triggering Event, if prior to the Maturity Date, $0.50, or if after the Maturity Date, $0.25, subject to adjustment as provided herein (the “Fixed Conversion Price”),
and as of any Conversion Date following the occurrence of any Triggering Event, the lower of (a) the Fixed Conversion Price or (b) the average Closing Bid Price during the ten (10) Trading Days immediately preceding the Conversion
Date (the “Market Conversion Price”). 
 4. Paragraph 3.17 of Section 3, “Covenants,” of the
Securities Purchase Agreement is hereby amended and restated in its entirety as follows: 
 3.17 Drawing Period. Subject
to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Buyer agrees to provide funding of the proceeds under the Note for the period ending eighteen (18) months from the date of the Agreement. 

5. Paragraph (b) of Section 1, “Definitions,” of Warrant No.: EARTH911, INC.-1-1 is hereby amended and restated in
its entirety as follows: 
 “Warrant Exercise Price” shall be, as of any exercise date before the
occurrence of any Triggering Event, $0.50 (the “Fixed Exercise Price”), and, as of any exercise date following the occurrence of any Triggering Event, the lower of (a) the Fixed Exercise Price or (b) the average Closing
Bid Price during the ten (10) Trading Days immediately preceding the exercise date, or as subsequently adjusted as provided in Section 8 hereof. 
 6. The Contingent Warrants are hereby amended as follows with Warrant No.: EARTH911, INC.-1-2 exercisable at the conclusion of thirty (30) months after the issuance date of the warrant, but only in
the event that all outstanding principal and accrued interest on the Note is not paid in full at such date, as provided for therein (the “30-Month Warrant”), Warrant No.: EARTH911, INC.-1-3 exercisable at the conclusion of thirty three
(33) months after the issuance date of the warrant, but only in the event that all outstanding principal and accrued interest on the Note is not paid in full at such date, as provided for therein (the “33-Month Warrant”), and Warrant
No.: EARTH911, INC.-1-4 exercisable at the conclusion of thirty six (36) months after the issuance date of the warrant, but only in the event that all outstanding principal and accrued interest on the Note is not paid in full at such date, as
provided for therein (the “36-Month Warrant”). 
 7. In all other respects, the Note is confirmed, ratified, and
approved and, as amended by this Allonge, shall continue in full force and effect. 
 8. This Allonge will be effective upon the
Company’s issuance to the Holder of (i) an additional warrant (not subject to the YCNG merger exchange ratio adjustment) exercisable, at any time or times on or after the date of this Allonge, to purchase 4,000,000
shares of Common Stock of the Company in the form as set forth in Warrant No.: EARTH911, INC.-1-1, and (ii) 100,000 shares of Common Stock of the Company. 

  
 -2-









 IN WITNESS WHEREOF, the Company and Holder have caused this Allonge to be executed and
delivered by their respective duly authorized officers as of the date and year first above written. 
  

			
	EARTH911, INC.
		
	By:	 	 /s/ Barry Monheit

		 	Barry Monheit
	Its:	 	Chief Executive Officer
	
	Accepted and agreed to:
	
	STOCKBRIDGE ENTERPRISES, L.P.
		
	By:	 	 /s/ Daniel Gross

		 	Daniel Gross
	Its:	 	Manager of the General Partner



  
 -3-









 EXECUTION COPY 
 WARRANT 
 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. 
 EARTH911, INC. 

Warrant To Purchase Common Stock 
  

							
	Warrant No.: EARTH911, INC.-1-5	  	Number of Shares:	  	4,000,000
		 		  	Warrant Exercise Price:	  	$0.50
		 		  	Expiration Date:	  	October 10, 2017

 Date of Issuance: October 10, 2012 
 EARTH911, INC., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
STOCKBRIDGE ENTERPRISES, L.P., a Nevada limited partnership, the registered holder (the “Holder”) hereof or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender
of this Warrant, at any time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein) 4,000,000 fully paid and nonassessable shares of Common Stock (as defined herein) of the Company
(the “Warrant Shares”) at the exercise price per share provided in Section 1(b) below or as subsequently adjusted, provided however, the Warrant Shares are not subject to the YouChange Holdings Corp. merger exchange
ratio adjustment. This Warrant is issued pursuant to the Securities Purchase Agreement, dated March 22, 2012, by and between the Company and the Holder (the “Agreement”) and the Allonge (the “Allonge”), dated as of
October 10, 2012, attached to and forming a part of the Senior Secured Convertible Note, dated March 22, 2012 (collectively, the “Note”), made by the Company payable to the Holder. 

1. Definitions. 
 (a) This Warrant is issued pursuant to the Securities Purchase Agreement (“Securities Purchase Agreement”), dated March 22, 2012, between the Company and the Holder and the Allonge,
dated as of October 10, 2012, attached to and forming a part of the Note, dated March 22, 2012, made by the Company payable to the Holder or issued in exchange or substitution thereafter or replacement thereof. Each Capitalized term used,
and not otherwise defined herein, shall have the meaning ascribed thereto in the Securities Purchase Agreement. 

  
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 (b) The following words and terms as used in this Warrant shall have the following meanings:

 “Approved Stock Plan” means a stock option plan that has been approved by the Board of Directors of
the Company. 
 “Business Day” means any day other than Saturday, Sunday or other day on which
commercial banks in the City of Phoenix, Arizona are authorized or required by law to remain closed. 
 “Closing Bid
Price” means the closing bid price of Common Stock as quoted on the Principal Market (as reported by Bloomberg Financial Markets (“Bloomberg”) through its “Volume at Price” function). 

“Common Stock” means (i) the Company’s common stock, par value $0.0001 per share, and (ii) any
capital stock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock. 
 “Notes” means the Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement. 
 “Excluded Securities” means, (a) shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan, (b) shares of Common Stock issued or
deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security outstanding on the date prior to the date of the Securities Purchase Agreement, provided that the terms of such right,
option, obligation or security are not amended or otherwise modified on or after the date of the Securities Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced,
adjusted or otherwise modified and the number of shares of Common Stock issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of the Securities
Purchase Agreement, and (c) the shares of Common Stock issued or deemed to be issued by the Company upon conversion of the Convertible Notes or exercise of the Warrants. 
 “Expiration Date” means October 10, 2017. 

“Issuance Date” means the date hereof. 
 “Options” means any rights, warrants or options to subscribe for or purchase Common Stock and which are not Excluded Securities. 

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or agency thereof. 
 “Primary
Market” means on any of (a) the American Stock Exchange, (b) New York Stock Exchange, (c) the Nasdaq Global Select Market, (d) the Nasdaq Global Market, (e) the Nasdaq Capital Market, or (e) the
Over-the-Counter Bulletin Board (“OTCBB”) 
 “Securities Act” means the Securities Act
of 1933, as amended. 
 “Warrant” means this Warrant and all Warrants issued in exchange, transfer or
replacement thereof. 

  
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 “Warrant Exercise Price” shall be, as of any exercise date before
the occurrence of any Triggering Event, $0.50 (the “Fixed Exercise Price”), and, as of any exercise date following the occurrence of any Triggering Event, the lower of (a) the Fixed Exercise Price or (b) the average
Closing Bid Price during the ten (10) Trading Days immediately preceding the exercise date, or as subsequently adjusted as provided in Section 8 hereof. 
 Other Definitional Provisions. 
 Except as otherwise specified herein, all
references herein (i) to the Company shall be deemed to include the Company’s successors and (ii) to any applicable law defined or referred to herein shall be deemed references to such applicable law as the same may have been or may
be amended or supplemented from time to time. 
 When used in this Warrant, the words “herein,”
“hereof,” and “hereunder” and words of similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section,” “Schedule,” and
“Exhibit” shall refer to Sections of, and Schedules and Exhibits to, this Warrant unless otherwise specified. 

Whenever the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural, and
vice versa. 
 2. Exercise of Warrant. 
 (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, in whole or in part, at any time on any Business Day on or
after the opening of business on such Business Day, commencing with the first day after the date hereof, and prior to 11:59 P.M. Eastern Time on the Expiration Date (i) by delivery of a written notice, in the form of the subscription
notice attached as Exhibit A hereto (the “Exercise Notice”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, payment to the Company of an
amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any
applicable issue or transfer taxes) (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds and the surrender of this Warrant (or an indemnification undertaking with respect to this Warrant in the
case of its loss, theft or destruction) to a common carrier for overnight delivery to the Company as soon as practicable following such date (“Cash Basis”) or (ii) if at the time of exercise, the Warrant Shares are not subject
to an effective registration statement by delivering an Exercise Notice and in lieu of making payment of the Aggregate Exercise Price in cash or wire transfer, elect instead to receive upon such exercise the “Net Number” of shares of
Common Stock determined according to the following formula (the “Cashless Exercise”): 
 Net Number = (A x B)
– (A x C) 

                    
          B 
 For purposes of the foregoing formula: 

A = the total number of Warrant Shares with respect to which this Warrant is then being exercised. 

B = the Closing Bid Price of the Common Stock on the date of exercise of the Warrant. 

C = the Warrant Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. 

  
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 (b) In the event of any exercise of the rights represented by this
Warrant in compliance with this Section 2, the Company shall on or before the fifth (5th) Business Day following the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification undertaking
with respect to this Warrant in the case of its loss, theft or destruction) and the receipt of the representations of the Holder specified in Section 6 hereof, if requested by the Company (the “Exercise Delivery Documents”),
and if the Common Stock is The Depository Trust Company (“DTC”) eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with
DTC; provided, however, if the Holder who submitted the Exercise Notice requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible then the Company shall, on or before the fifth (5th) Business Day following receipt of the Exercise Delivery Documents,
issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled
pursuant to such request. Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in clause (i) or (ii) above the Holder of this Warrant shall be deemed for all corporate purposes to have become the Holder of record
of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price, the Closing Bid Price or the arithmetic calculation of the Warrant Shares, the Company shall
promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within one (1) Business Day of receipt of the Holder’s
Exercise Notice. 
 (c) If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price
or arithmetic calculation of the Warrant Shares within one (1) day of such disputed determination or arithmetic calculation being submitted to the holder, then the Company shall immediately submit via facsimile (i) the disputed
determination of the Warrant Exercise Price or the Closing Bid Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares to its independent, outside accountant. The Company
shall cause the investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the
disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. 

(d) Unless the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, as soon as
practicable and in no event later than five (5) Business Days after any partial exercise and at its own expense, issue a new Warrant identical in all respects to this Warrant exercised except it shall represent rights to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant exercised, less the number of Warrant Shares with respect to which such Warrant is exercised. 
 (e) No fractional Warrant Shares are to be issued upon any pro rata exercise of this Warrant, but rather the number of Warrant Shares issued upon such exercise of this Warrant shall be rounded up or down
to the nearest whole number. 

  
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 (f) If the Company or its Transfer Agent shall fail for any reason or for no reason to issue
to the Holder within ten (10) days of receipt of the Exercise Delivery Documents, a certificate for the number of Warrant Shares to which the Holder is entitled or to credit the holder’s balance account with DTC for such number of Warrant
Shares to which the Holder is entitled upon the holder’s exercise of this Warrant, the Company shall, in addition to any other remedies under this Warrant or otherwise available to such holder, pay as additional damages in cash to such Holder
on each day the issuance of such certificate for Warrant Shares is not timely effected an amount equal to 0.025% of the product of (a) the sum of the number of Warrant Shares not issued to the Holder on a timely basis and to which the Holder is
entitled, and (b) the Closing Bid Price of the Common Stock for the trading day immediately preceding the last possible date which the Company could have issued such Common Stock to the Holder without violating this Section 2. 

(g) If within ten (10) days after the Company’s receipt of the Exercise Delivery Documents, the Company
fails to deliver a new Warrant to the Holder for the number of Warrant Shares to which such Holder is entitled pursuant to Section 2 hereof, then, in addition to any other available remedies under this Warrant, or otherwise available to such
holder, the Company shall pay as additional damages in cash to such Holder on each day after such tenth (10th) day that such delivery of such new Warrant is not timely effected in an amount equal to 0.25% of the product of (A) the number of Warrant Shares represented by the portion of this Warrant
which is not being exercised and (B) the Closing Bid Price of the Common Stock for the trading day immediately preceding the last possible date which the Company could have issued such Warrant to the Holder without violating this
Section 2. 
 3. Covenants as to Common Stock. The Company hereby covenants and agrees as follows:

 (a) This Warrant is, and any Warrants issued in substitution for or replacement of this Warrant will upon issuance be, duly
authorized and validly issued. 
 (b) All Warrant Shares which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. 
 (c) During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved at least one hundred percent (100%) of the
number of shares of Common Stock needed to provide for the exercise of the rights then represented by this Warrant and the par value of said shares will at all times be less than or equal to the applicable Warrant Exercise Price. If at any time the
Company does not have a sufficient number of shares of Common Stock authorized and available then, the Company shall call and hold a special meeting of the stockholders, within thirty (30) days of that time to increase the number of authorized
shares of Common Stock. 
 (d) If at any time after the date hereof the Company shall file a registration statement, the Company
shall include the Warrant Shares issuable to the Holder, pursuant to the terms of this Warrant and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Warrant Shares from time to time issuable upon the
exercise of this Warrant; and the Company shall so list on each national securities exchange or automated quotation system, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company issuable upon the
exercise of this Warrant if and so long as any shares of the same class shall be listed on such national securities exchange or automated quotation system. Notwithstanding the foregoing, if Holder can rely on Rule 144 to sell the Warrant Shares
Holder is issued as a result of any Cashless Exercise hereunder without complying with the manner of sale provisions of Rule 144, the Company shall have no obligation to register such Warrant Shares. 

  
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 (e) The Company will not, by amendment of its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder,
but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the Holder of this Warrant in order to protect the exercise privilege of the
Holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. The Company will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the
Warrant Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant. 
 (f) This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition
of all or substantially all of the Company’s assets. 
 4. Taxes. The Company shall pay any and all taxes,
except any applicable withholding, which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. 
 5. Warrant Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, no holder, as such, of this Warrant shall be entitled to vote or receive dividends or be deemed
the Holder of shares of capital stock of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give
or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of this Warrant of the Warrant Shares which he or she is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such Holder to purchase
any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 5, the Company will provide the
Holder of this Warrant with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders. 

6. Representations of Holder. The Holder of this Warrant, by the acceptance hereof, represents that it is acquiring this
Warrant and the Warrant Shares for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or
exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the
right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, by acceptance hereof, that, as of
this date, such Holder is an “accredited investor” as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”).
Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder’s own account and not as a
nominee for any other party, for investment, and not with a view toward distribution or resale and that such Holder is an Accredited Investor. If such Holder cannot make such representations because they would be factually incorrect, it shall be a
condition to such holder’s exercise of this Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of this Warrant shall
not violate any United States or state securities laws. 

  
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 7. Ownership and Transfer. The Company shall maintain at its principal
executive offices (or such other office or agency of the Company as it may designate by notice to the Holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has
been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary,
but in all events recognizing any transfers made in accordance with the terms of this Warrant. 
 8. Adjustment of Warrant
Exercise Price and Number of Shares. The Warrant Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time as follows: 

(a) Adjustment of Warrant Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever on or after
the Issuance Date of this Warrant, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities) for a consideration per share less than a price (the “Applicable
Price”) equal to the Warrant Exercise Price in effect immediately prior to such issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Warrant Exercise Price then in effect
shall be reduced to an amount equal to the product of (X) the Warrant Exercise Price in effect immediately prior to such Dilutive Issuance and (Y) the quotient determined by dividing (1) the sum of (i) the product derived by
multiplying the Warrant Exercise Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock deemed outstanding immediately prior to such Dilutive Issuance plus (ii) the consideration, if any, received
by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (i) the Warrant Exercise Price in effect immediately prior to such Dilutive issuance by (ii) the number of shares of Common Stock deemed outstanding
immediately after such Dilutive Issuance. 
 (b) Effect on Warrant Exercise Price of Certain Events. For purposes
of determining the adjusted Warrant Exercise Price under Section 8(a) above, the following shall be applicable: 
 (i)
Issuance of Options. If after the date hereof, the Company in any manner grants any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or
exchange of any convertible securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the
granting or sale of such Option for such price per share. For purposes of this Section 8(b)(i), the lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such
Convertible Securities shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option
or upon conversion or exchange of any convertible security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock or of such convertible securities upon
the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such convertible securities. 

  
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 (ii) Issuance of Convertible Securities. If the Company in any manner issues
or sells any convertible securities which are not Excluded Securities and the lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange thereof is less than the Applicable Price, then such share of Common
Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such convertible securities for such price per share. For the purposes of this Section 8(b)(ii), the lowest price per
share for which one share of Common Stock is issuable upon such conversion or exchange shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the
issuance or sale of the convertible security and upon conversion or exchange of such convertible security. No further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of
such convertible securities, and if any such issue or sale of such convertible securities is made upon exercise of any Options for which adjustment of the Warrant Exercise Price had been or are to be made pursuant to other provisions of this
Section 8(b), no further adjustment of the Warrant Exercise Price shall be made by reason of such issue or sale. 
 (iii)
Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any convertible securities, or the rate at which
any convertible securities are convertible into or exchangeable for Common Stock changes at any time, the Warrant Exercise Price in effect at the time of such change shall be adjusted to the Warrant Exercise Price which would have been in effect at
such time had such Options or convertible securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold and the number of Warrant Shares
issuable upon exercise of this Warrant shall be correspondingly readjusted. For purposes of this Section 8(b)(iii), if the terms of any Option or convertible security that was outstanding as of the Issuance Date of this Warrant are changed in
the manner described in the immediately preceding sentence, then such Option or convertible security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such
change. No adjustment pursuant to this Section 8(b) shall be made if such adjustment would result in an increase of the Warrant Exercise Price then in effect. 

(iv) Calculation of Consideration Received. If any Common Stock, Options or convertible securities
which are not Excluded Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefore will be deemed to be the net amount received by the Company therefore. If any Common Stock, Options or
convertible securities which are not Excluded Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of marketable securities, in which case the amount of consideration received by the Company will be the market price of such securities on the date of receipt of such securities. If any Common Stock, Options or convertible securities which
are not Excluded Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefore will be deemed to be the fair value of such portion of
the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or convertible securities, as the case may be. The fair value of any consideration other than cash or securities will be determined jointly by
the Company and the holders of the Warrants representing at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants then outstanding. If such parties are unable to reach agreement within ten (10) days after the occurrence
of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the
holders of Warrants representing at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants then outstanding. The determination of such appraiser shall be final and binding upon all parties and the fees and expenses of such
appraiser shall be borne jointly by the Company and the holders of Warrants. 

  
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 (v) Integrated Transactions. In case any Option is issued in connection with
the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a
consideration of $.01. 
 (vi) Treasury Shares. The number of shares of Common Stock outstanding at any given time
does not include shares owned or held by or for the account of the Company, and the disposition of any shares so owned or held will be considered an issue or sale of Common Stock. 

(vii) Record Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them
(1) to receive a dividend or other distribution payable in Common Stock, Options or in convertible securities or (2) to subscribe for or purchase Common Stock, Options or convertible securities, then such record date will be deemed to be
the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as
the case may be. 
 (c) Adjustment of Warrant Exercise Price upon Subdivision or Combination of Common Stock. If
the Company at any time after the date of issuance of this Warrant subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, any
Warrant Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stock obtainable upon exercise of this Warrant will be proportionately increased. If the Company at any time
after the date of issuance of this Warrant combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, any Warrant Exercise Price in effect immediately
prior to such combination will be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant will be proportionately decreased. Any adjustment under this Section 8(c) shall become effective at the close of
business on the date the subdivision or combination becomes effective. 
 (d) Distribution of Assets. If the
Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or
other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such
case: 
 (i) any Warrant Exercise Price in effect immediately prior to the close of business on the record date fixed for the
determination of holders of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Warrant Exercise Price by a fraction of which
(A) the numerator shall be the Closing Sale Price of the Common Stock on the trading day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors)
applicable to one share of Common Stock, and (B) the denominator shall be the Closing Sale Price of the Common Stock on the trading day immediately preceding such record date; and 

(ii) either (A) the number of Warrant Shares obtainable upon exercise of this Warrant shall be increased to a number of shares equal
to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction
set forth in the immediately preceding clause (i), or (B) in the event that the Distribution is of common stock of a company whose common stock is traded on a national securities exchange or a national automated quotation system, then the
Holder of this Warrant shall receive an additional warrant to purchase Common Stock, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the amount of the assets that would have been
payable to the Holder of this Warrant pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an exercise price equal to the amount by which the exercise price of this Warrant was decreased
with respect to the Distribution pursuant to the terms of the immediately preceding clause (i). 

  
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 (e) Certain Events. If any event occurs of the type contemplated by the
provisions of this Section 8 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s Board
of Directors will make an appropriate adjustment in the Warrant Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant so as to protect the rights of the holders of the Warrants; provided, except as
set forth in section 8(c),that no such adjustment pursuant to this Section 8(e) will increase the Warrant Exercise Price or decrease the number of shares of Common Stock obtainable as otherwise determined pursuant to this Section 8.

 (f) Voluntary Adjustments By Company. The Company may at any time during the term of this Warrant reduce the
then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 
 (g) Adjustment Upon Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any statutory reorganization, merger or consolidation of the
Company with or into another Person where the Company either is or is not the surviving entity, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or
exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental
Transaction”), then upon any subsequent exercises of this Warrant, the Holder shall have the right, at its election, to receive, for each Warrant Share that would have been issuable upon such exercise absent such Fundamental Transaction,
the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the Holder of one share of
Common Stock (the “Alternate Consideration”). For purposes of any such exercise, the determination of the Warrant Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Warrant Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as
to the Alternate Consideration it receives upon any conversion of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such
Fundamental Transaction shall assume the obligations under this Warrant. 
 (h) Adjustment Upon Fundamental
Transaction. In the event that the Holder requires the Company to redeem the Notes pursuant to a Fundamental Change (as set forth in Section 5(g) of the Notes) than the Warrant Exercise Price shall be adjusted (if applicable) in
accordance with the terms of Section 5(g) of the Notes. 

  
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 9. Purchase Rights; Reorganization, Reclassification, Consolidation, Merger or
Sale. 
 (a) In addition to any adjustments pursuant to Section 8 above, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder of this Warrant
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights. 
 (b) Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company’s assets to another Person or other transaction in each case which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the Company’s assets to an
acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the
“Acquiring Entity”) a written agreement (in form and substance satisfactory to the holders of Warrants representing at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants then outstanding) to deliver to
each Holder of Warrants in exchange for such Warrants, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and satisfactory to the holders of the Warrants (including an
adjusted warrant exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of the
Warrants without regard to any limitations on exercise, if the value so reflected is less than any Applicable Warrant Exercise Price immediately prior to such consolidation, merger or sale). Prior to the consummation of any other Organic Change, the
Company shall make appropriate provision (in form and substance satisfactory to the holders of Warrants representing a majority of the Warrant Shares issuable upon exercise of the Warrants then outstanding) to insure that each of the holders of the
Warrants will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the Warrant Shares immediately theretofore issuable and receivable upon the exercise of such holder’s Warrants (without regard
to any limitations on exercise), such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of Warrant Shares which would have been issuable and receivable
upon the exercise of such holder’s Warrant as of the date of such Organic Change (without taking into account any limitations or restrictions on the exercisability of this Warrant). 

10. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company
shall promptly, on receipt of an indemnification undertaking (or, in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed. 

11. Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of
this Warrant must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of receipt is received by the sending party
transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications shall be: 

  
 Form of Additional Warrant

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	If to Holder:	  	Stockbridge Enterprises, L.P.
		  	7377 East Doubletree Ranch Road, Suite 200
		  	Scottsdale, AZ 85258
		  	Attention:	  	Mitch Saltz
		  	Telephone:	  	(602) 885-7854
		  	Facsimile:	  	(602) 907-1613
		
	With Copy to:	  	Jeffrey R. Perry Law Firm, P.C.
		  	7119 E. Shea Blvd., Suite 109-111
		  	Scottsdale, AZ 85254-6107
		  	Attention:	  	Jeffrey Perry, Esq.
		  	Telephone:	  	(480) 368-5441
		  	Facsimile:	  	(866) 288-4877
		
	If to the Company, to:	  	Earth911, Inc.
		  	1375 N. Scottsdale Rd., Suite 140
		  	Scottsdale, AZ 85257
		  	Attention:	  	Chief Executive Officer
		  	Telephone:	  	(480) 337-3025
		  	Facsimile:	  	(480) 348-0422
		
	With a copy to:	  	Greenberg Traurig, LLP
		  	2375 E. Camelback Road, Suite 700
		  	Phoenix, AZ 85016
		  	Attention:	  	Robert Kant
		  	Telephone:	  	(602) 445-8301
		  	Facsimile:	  	(602) 445-8100

 If to a Holder of this Warrant, to it at the address and facsimile number set forth in this Section 11, or at such
other address and facsimile as shall be delivered to the Company upon the issuance or transfer of this Warrant. Each party shall provide five (5) days’ prior written notice to the other party of any change in address or facsimile number.
Written confirmation of receipt (A) given by the recipient of such notice, consent, facsimile, waiver or other communication, or (B) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. 
 12. Date. The date of this Warrant is set forth on page 1 hereof. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date,
except that notwithstanding any other provisions hereof, the provisions of Section 8(b) shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. 

  
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 13. Amendment and Waiver. Except as otherwise provided herein, the provisions
of the Warrants may be amended by the Company and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the holders of Warrants
representing at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants then outstanding; provided, that except for Section 8(d), no such action may increase the Warrant Exercise Price or decrease the number of
shares or class of stock obtainable upon exercise of any Warrant without the written consent of the Holder of such Warrant. 

14. Descriptive Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant
are inserted for convenience only and do not constitute a part of this Warrant. The corporate laws of the state of Arizona shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the state of Arizona, without giving effect to any choice of law or conflict of law provision or rule (whether of the state of Arizona
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the state of Arizona. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Maricopa
County, Arizona and the United States District Court for the District of Arizona, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. 
 15. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH
PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of the date
first set forth above. 
  

			
	EARTH911, INC.
		
	 By:
	 	 /s/ Barry Monheit

	 Name:
	 	 Barry Monheit

	 Title:
	 	 CEO




  
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 EXHIBIT A TO WARRANT 

EXERCISE NOTICE 
 TO BE EXECUTED 
 BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

 EARTH911, INC. 
 The undersigned holder hereby exercises the right to purchase              of the shares of Common Stock (“Warrant Shares”) of
Earth911 Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the
Warrant. 
 Specify Method of exercise by check mark: 
 1.             Cash Exercise 
  

	 	(a)	Payment of Warrant Exercise Price. The holder shall pay the Aggregate Exercise Price of $            
to the Company in accordance with the terms of the Warrant. 

  

	 	(b)	Delivery of Warrant Shares. The Company shall deliver to the holder              Warrant Shares in
accordance with the terms of the Warrant. 

 2.
             Cashless Exercise 
  

	 	(a)	Payment of Warrant Exercise Price. In lieu of making payment of the Aggregate Exercise Price, the holder elects to receive upon such exercise the Net Number of
shares of Common Stock determined in accordance with the terms of the Warrant. 

  

	 	(b)	Delivery of Warrant Shares. The Company shall deliver to the holder              Warrant Shares in
accordance with the terms of the Warrant. 

  

			
	Date:                          ,
            
	
	Name of Registered Holder
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  
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 EXHIBIT B TO WARRANT 

FORM OF WARRANT POWER 
 FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to             , Federal Identification
No.             , a warrant to purchase             shares of the capital stock of Earth911, Inc., a Delaware corporation,
represented by warrant certificate no.             , standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and
appoint             , attorney to transfer the warrants of said corporation, with full power of substitution in the premises. 

 

									
	Dated:	 	  
	 		 	  

					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  



  
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