Form of Common Stock Purchase Warrant



 Exhibit 4.5 
 THESE SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF 
 SUCH OFFER OR SALE,
THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A 
 PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES 

 ACT OF 1933, AS AMENDED (“ACT”), FORMING A PART OF A REGISTRATION 
 STATEMENT, OR POST-EFFECTIVE AMENDMENT THERETO, WHICH IS EFFECTIVE 
 UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL TO THE CORPORATION, 
 SUCH OFFER AND SALE IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF 
 SAID ACT. 
 SPHERIC TECHNOLOGIES, INC. 
 COMMON
STOCK PURCHASE WARRANT 
 Spheric Technologies, Inc. (“Company”), an Arizona corporation, hereby certifies that, for value
received of $.01 per Warrant,
                                         
                    (the “Holder”), whose address is
                                         
                   , is entitled, subject to the terms set forth below at any time or from time to time after the date hereof and before the Expiration
Date (as defined below), to purchase from the Company ____ shares (“Shares”) of Common Stock, $.001 par value, at a price of $2.00 per Share (the purchase price per Share, as adjusted from time to time pursuant to the provisions hereunder
set forth, is referred to in this Warrant as the “Purchase Price”). 
 This Warrant was issued to Holder as part of a Unit composed
of one share of Series A Convertible Preferred Stock and one Common Stock Purchase Warrant. 
 1. Term of the Warrant. 
 a. Time of Exercise. Subject to the provisions of Sections 1.5, “Transfer and Assignment,” and 3.1, “Registration and Legends,”
this Warrant may be exercised at any time and from time to time after 9:00 a.m., M.S.T., on                      (the “Exercise
Commencement Date”), but no later than 5:00 p.m., M.S.T.,                      (the “Expiration Date”), at which point it shall
become void and all rights under this Warrant shall cease. 
 b. Manner of Exercise. 
 i. The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant with the form of subscription attached hereto duly executed
to the Company at its corporate office in Phoenix, Arizona together with the full Purchase Price for each Share to be purchased in lawful money of the United States, or by certified check, bank draft or postal or express money order payable in
United States dollars to the order of the Company, and upon compliance with and subject to the conditions set forth in this Warrant. 
 ii.
Upon receipt of this Warrant with the form of subscription duly executed and accompanied by payment of the aggregate Purchase Price for the Shares for which this Warrant is then being exercised, the Company shall cause to be issued certificates or
other evidence of ownership, for the total number of whole Shares for which this Warrant is being exercised in such denominations as are required for delivery to the Holder, and the Company shall thereupon deliver such documents to the Holder or its
nominee. 
 iii. If the Holder exercises this Warrant with respect to fewer than all of the Shares that may be purchased under this Warrant,
the Company shall execute a new Warrant for the balance of the Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder. 
 iv. The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue of this Warrant, or the issue of any Shares upon the exercise of this Warrant.
The Company shall not, however, be 








 
required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Shares in a name other
than that of the Holder at the time of surrender, and until the payment of such tax, the Company shall not be required to issue such Shares. 
 v. The Company shall, at the time of any exercise of all or part of this Warrant, upon the request of the Holder hereof, acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holders shall
continue to be entitled after such exercise in accordance with the provisions of this Warrant, provided that if the Holder of this Warrant shall fail to make any such request, such failure shall not affect the continuing obligations of the Company
to afford to such Holder any such rights. 
 c. Exchange of Warrant. This Warrant may be split-up, combined or exchanged for another
Warrant or Warrants of like tenor to purchase a like aggregate number of Shares. If the Holder desires to split-up, combine or exchange this Warrant, it shall make such request in writing delivered to the Company at its corporate office and shall
surrender this Warrant and any other Warrants to be so split-up, combined or exchanged, the Company shall execute and deliver to the person entitled thereto a Warrant or Warrants, as the case may be, as so requested. The Company shall not be
required to effect any split-up, combination or exchange which will result in the issuance of a Warrant entitling the Holder to purchase upon exercise a fraction of a Share. The Company may require the Holder to pay a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any split-up, combination or exchange of Warrants. The term “Warrant” as used herein includes any Warrants issued in substitution for or replacement of this Warrant, or into
which this Warrant may be divided or exchanged. 
 d. Holder as Owner. Prior to due presentment for registration of transfer of this
Warrant, the Company may deem and treat the Holder as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon) for the purpose of any exercise hereof and for all other purposes, and the Company shall not
be affected by any notice to the contrary. Irrespective of the date of issue and delivery of certificates for any Shares issuable upon the exercise of the Warrant, each person in whose name any such certificate is issued shall be deemed to have
become the holder of record of the Shares represented thereby on the date on which all or a portion of the Warrant surrendered in connection with the subscription therefor was surrendered and payment of the purchase price was tendered. No surrender
of all or a portion of the Warrant on any date when the stock transfer books of the Company are closed, however, shall be effective to constitute the person or persons entitled to receive Shares upon such surrender as the record holder of such
Shares on such date, but such person or persons shall be constituted the record holder or holders of such Shares at the close of business on the next succeeding date on which the stock transfer books are opened. Each person holding any Shares
received upon exercise of Warrant shall be entitled to receive only dividends or distributions payable to holders of record on or after the date on which such person shall be deemed to have become the holder of record of such Shares. 
 e. Transfer and Assignment. This Warrant may not be sold, hypothecated, exercised, assigned or transferred except in accordance with and subject
to the provisions of the Securities Act of 1933, as amended (“Act”). 
 f. Method for Assignment. Any assignment permitted
under this Warrant shall be made by surrender of this Warrant to the Company at its principal office with the form of assignment attached hereto duly executed and funds sufficient to pay any transfer tax. In such event, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee designated in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants which carry the same rights
upon presentation thereof at the corporate office of the Company together with a written notice signed by the Holder, specifying the names and denominations in which such new Warrants are to be issued. 
 g. Rights of Holder. Nothing contained in this Warrant shall be construed as conferring upon the Holder the right to vote or consent or receive
notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this
Warrant and prior to its exercise, any of the following shall occur: 
 i. The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company; or 







 ii. The Company shall offer to the holders of its Common Stock any additional shares of capital stock of
the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or 
 iii. There shall be proposed any capital reorganization or reclassification of the Common Stock, or a sale of all or substantially all of the assets of the Company, or a consolidation or merger of the Company with
another entity; or 
 iv. There shall be proposed a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in
any one or more of said cases, the Company shall cause to be mailed to the Holder, at the earliest practicable time (and, in any event, not less than thirty (30) days before any record date or other date set for definitive action), written
notice of the date on which the books of the Company shall close or a record shall be taken to determine the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on
such reorganization, reclassification, sale, consolidation, merger, dissolution, liquidation or winding up, as the case may be. Such notice shall also set forth such facts as shall indicate the effect of such action (to the extent such effect may be
known at the date of such notice) on the Purchase Price and the kind and amount of the Common Stock and other securities and property deliverable upon exercise of this Warrant. Such notice shall also specify the date as of which the holders of the
Common Stock of record shall participate in said distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, sale, consolidation,
merger, dissolution, liquidation or winding up, as the case may be (on which date, in the event of voluntary or involuntary dissolution, liquidation or winding up of the Company, the right to exercise this Warrant shall terminate). Without limiting
the obligation of the Company to provide notice to the holder of actions hereunder, it is agreed that failure of the Company to give notice shall not invalidate such action of the Company. 
 h. Lost Warrant Certificate(s). Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft or destruction of reasonably satisfactory indemnification, including a surety bond if required by the Company, and upon surrender and cancellation of this Warrant, if mutilated, the Company will cause to be
executed and delivered a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone. 
 i. Covenants of the Company. The Company covenants and agrees as follows:

 i. At all times it shall reserve and keep available for the exercise of this Warrant into Common Stock such number of authorized shares of
Common Stock as are sufficient to permit the exercise in full of this Warrant into Common Stock; and 
 ii. All Shares issued upon exercise
of the Warrant shall be duly authorized, validly issued and outstanding, fully-paid and non-assessable. 
 2. Adjustment of Purchase Price and Number of
Shares Purchasable Upon Exercise. 
 a. Recapitalization. The number of Shares purchasable on exercise of this Warrant and the
Purchase Price therefor shall be subject to adjustment from time to time in the event that the Company shall: (i) pay a dividend in, or make a distribution of, shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) spin-off a subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary to its stockholders.
In any such case, the total number of shares purchasable on exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive, at the same aggregate purchase price, the number of shares of Common
Stock that the Holder would have owned or would have been entitled to receive immediately following 








 
the occurrence of any of the events described above had this Warrant been exercised in full immediately prior to the occurrence (or applicable record date)
of such event. An adjustment made pursuant to this Paragraph 2 shall, in the case of a stock dividend or distribution, be made as of the record date and, in the case of a subdivision or combination, be made as of the effective date thereof. If, as a
result of any adjustment pursuant to this Paragraph 2, the Holder shall become entitled to receive shares of two or more classes of series of securities of the Company, the Board of Directors of the Company shall equitably determine the allocation
of the adjusted purchase price between or among shares or other units of such classes or series and shall notify the Holder of such allocation. 
 b. Merger or Consolidation. In the event of any reorganization or recapitalization of the Company or in the event the Company consolidates with or merges into another entity or transfers all or substantially all of its assets to
another entity, then and in each such event, the Holder, on exercise of this Warrant as provided herein, at any time after the consummation of such reorganization, recapitalization, consolidation, merger or transfer, shall be entitled, and the
documents executed to effectuate such event shall so provide, to receive the stock or other securities or property to which the Holder would have been entitled upon such consummation if the Holder had exercised this Warrant immediately prior
thereto. In such case, the terms of this Warrant shall survive the consummation of any such reorganization, recapitalization, consolidation, merger or transfer and shall be applicable to the shares of stock or other securities or property receivable
on the exercise of this Warrant after such consummation and as an exchange for a larger or smaller number of shares, as the case may be. 
 c. Notice of Dissolution or Liquidation. Except as otherwise provided in Section 2.2, “Merger or Consolidation,” in the case of any sale or conveyance of all or substantially all of the assets of the Company in
connection with a plan of complete liquidation of the Company, or in the case of the dissolution, liquidation or winding-up of the Company, all rights under this Warrant shall terminate on a date fixed by the Company, such date so fixed to be not
earlier than the date of the commencement of the proceedings for such dissolution, liquidation or winding-up and not later than thirty (30) days after such commencement date. Notice of such termination of purchase rights shall be given to the
Holder at least thirty (30) days prior to such termination date. 
 d. Statement of Adjustment. Any adjustment pursuant to the
provisions of this Section 2 shall be made on the basis of the number of Shares which the Holder would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment and, as to the
Purchase Price in effect immediately prior to the rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of Shares which the Holder hereof shall be entitled to purchase
hereunder and/or such new Purchase Price and shall prepare, retain on file and transmit to the Holder within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment.

 e. No Fractional Shares. The Company shall not issue any fraction of a Share in connection with the exercise of this Warrant, and
in any case where the Holder would, except for the provisions of this Section 2.5, be entitled under the terms of this Warrant to receive a fraction of a Share upon such exercise, the Company shall upon the exercise and receipt of the Purchase
Price, issue the largest number of whole Shares purchasable upon exercise of this Warrant. The Company shall not be required to make any cash or other adjustment in respect of such fraction of a Share to which the Holder would otherwise be entitled.
The Holder, by the acceptance of this Warrant, expressly waives his right to receive a certificate for any fraction of a Share upon exercise hereof. 
 f. No Change in Form Required. The form of Warrant need not be changed because of any change pursuant to this Section 2 in the Purchase Price or in the number of Shares purchasable upon the exercise of a
Warrant, may state the same Purchase Price and the same number of shares of Common Stock as are stated in the Warrants initially issued pursuant to the Agreement. 
 3. Registration Under the Securities Act of 1933. 
 a. Registration and Legends. The Holder understands that
(i) the Company has not registered the Warrant or the Shares under the Act, or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Holder’s investment intent
at the time the Holder acquires the Warrant or the Shares. The Holder therefore represents and warrants that it is acquiring the Warrant, and will acquire the Shares, for the Holder’s own account for investment and not with a view 








 
to distribution, assignment, resale or other transfer of the Warrant or the Shares. Because the Warrant and the Shares are not registered, the Holder is
aware that the Holder must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Holder must obtain exemptions from such registration. Upon exercise, in part or in whole, of this Warrant, the
Shares shall bear the following legend: 
 The shares of Common Stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended (“Act”) or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Securities
Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Company, that an exemption from such registration is available. 
 b. No-Action Letter. The Company agrees that it will be satisfied that no post-effective amendment or new registration is required for the public sale of the Shares if it shall be presented with a letter from
the Staff of the Securities and Exchange Commission (“Commission”), stating in effect that, based upon stated facts which the Company shall have no reason to believe are not true in any material respect, the Staff will not recommend any
action to the Commission if such Shares are offered and sold without delivery of a prospectus, and that, therefore, no Registration Statement under which such shares are to be registered is required to be filed. 
 c. Inclusion in Company Registration Statement. 
 i. The Holder of this Warrant and/or Shares issued to the Holder pursuant to this Warrant without an effective registration statement (“Restricted Shares”) under the Act shall have the right, at any time, to
join with the Company to register the Restricted Shares and the Shares underlying this Warrant (“Underlying Shares”) in any registration statement under the Act filed by the Company with the U.S. Securities and Exchange Commission
(“Commission”), which includes a public offering of equity securities for cash, either for the account of the Company or for the account of any other person. This right to join with the Company in a registration statement is not applicable
to a registration statement filed by the Company with the Commission on Form S-4, S-8 or any other inappropriate form. If, at any time, the Company proposes to file a registration statement as described above with the Commission, it shall, at least
thirty (30) days prior to such filing, give written notice of such proposed filing to the Holder’s address appearing on the records of the Company and shall offer to include in any such filing any proposed disposition of the Restricted
Shares or the Underlying Shares. Within fifteen (15) days of receipt of the Company’s notice of filing, the Holder may request registration of the Restricted Shares and/or Underlying Shares pursuant to a written request setting forth the
intended method of distribution and such other data or information as the Company or its counsel shall reasonably require and such Restricted Shares and/or Underlying Shares shall be included in the registration statement to the maximum extent
permissible. The Company shall supply the Holder with copies of such registration statement and of the prospectus included therein in such quantities as may be reasonably necessary for the purpose of the proposed disposition. 
 ii. If at the time of any request to register the Restricted Shares or Underlying Shares the Company is engaged or has fixed plans to engaged within
thirty (30) days of the time request in a registered public offering as to which the Restricted Shares or the Underlying Shares may be included or is involved in an activity, in the good faith determination of the underwriter, in the case of
such offering, or the Board of Directors, in the case of such other activity, which would be adversely affected by the requested registration to the material detriment of the offering or the Company’s activities, then the Company may, at its
option, direct that the request be delayed for a period not in excess of six months from the effective date of such offering or the date of commencement of such proposed offering or such other material activity, as the case may be, unless the
underwriter, in the case of the offering, or the Board of Directors, in the case of such other material activity, specifies a longer period. 
 d. Covenants Regarding Registration. In connection with any registration under Section 3.1 hereof, the Company and the Holder covenant and agree as follows: 
 i. The Company shall use its best efforts to have any Registration Statement declared effective at the earliest possible time, and shall furnish such
number of prospectuses as shall be reasonably requested. 







 ii. The Company and the Holder shall pay their share of all costs, fees, and expenses in connection with
the Registration Statement under Section 3.3, “Inclusion in Company Registration Statement,” in proportion to the dollar value of the securities being registered by each party, including, without limitation, the Company’s legal
and accounting fees, printing expenses, blue sky fees and expenses, except that the Company shall not pay for any of the following costs and expenses: (a) underwriting discounts and commissions allocable to the Shares, (b) state transfer
taxes, (c) brokerage commissions, (d) fees and expenses of counsel and accountants for the holders of the Shares. 
 iii. The
Company will take all necessary action which may be required in qualifying or registering the Shares included in any Registration Statement for offering and sale under the securities or blue sky laws of such states as are requested by the holders of
such Shares, provided that the Company shall not be obligated to execute or file any general consent to service or process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. 
 e. Indemnity. 
 i. The Company shall
indemnify and hold harmless each person registering securities pursuant to this Section (“Seller”) and each underwriter, within the meaning of the Act, who may purchase from or sell for any Seller any of the Shares from and against any and
all losses, claims, damages, and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any post-effective amendment or new registration statement or any supplemented prospectus under the Act included
therein required to be filed or furnished by reason of this Section, or caused by any omission or alleged omission to state therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by such Seller or underwriter within the meaning of
such Act; provided, however, that the indemnity agreement set forth in this Section 3.5 with respect to any prospectus which shall be subsequently amended prior to the written confirmation of sale of any Shares shall not inure to the benefit of
any Seller or underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased such Shares which are the subject thereof (or to the benefit of any person controlling such Seller or underwriter), if such Seller or
underwriter failed to send or give a copy of the prospectus as amended to such person at or prior to the written confirmation of the sale of such Shares and if such amended prospectus did not contain any untrue statement or alleged untrue statement
or omission or alleged omission giving rise to such cause, claim, damage, or liability. 
 ii. Each Seller availing itself of the procedures
under Section 3 shall indemnify and secure the agreement of any underwriter which the Seller employs to indemnify the Company, its directors, each officer signing the related post-effective amendment or registration statement and each person,
if any, who controls the Company, within the meaning of the Act from and against any losses, claims, damages, and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any post-effective amendment or
registration statement or any prospectus required to be filed or furnished by reason of this Section or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, insofar as such losses, claims, damages, or liabilities are caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished in writing to the Company by any such
Seller or underwriter expressly for use therein. 
 f. Agreements. The agreements in this Section shall continue in effect regardless
of the exercise and surrender of this Warrant. 
 4. Redemption of Warrants. 
 a. The Company may, at its option, redeem all or any part of this Warrant. The Warrant is redeemable, at the option of the Company, on 15 days’
written notice at a price of $.05 per Warrant. Any redemption shall also be subject to the following conditions: (i) the Company must give 15 day notice to each registered holder of Warrants stating the Company’s intention to redeem the
Warrants on a particular date (the “Redemption Date”); (ii) the Company has an effective registration statement or Offering Statement under the Act pertaining to the Shares issuable upon exercise of the Warrant and has registered the
shares of Common Stock to be 








 
issued upon exercise of the Warrants under applicable state securities laws or a liquidity event has occurred, such as a merger, reorganization, acquisition
or sale of all or substantially all of the assets of the Company to a third party; (iii) the Company must permit each registered holder of any Warrant to exercise his Warrant until the close of business on the day fixed for redemption, which
will be not less than 15 days after the date of the notice of redemption; (iv) within 15 business days after the Redemption Date, the Company will have available funds for the purpose of redeeming the outstanding, unexercised Warrants being
redeemed; and (v) following the Redemption Date, the Holder of unexercised Warrants may surrender his Warrants at the office of the Company in Phoenix, Arizona, with the Form of Assignment of the Warrant on the reverse side duly completed and
signed with the signature guaranteed As soon as practicable after surrender of the Warrants by the Holder, the Company shall forward payment of the redemption price for such Warrants to each said holder by first class or certified mail, postage
pre-paid. If the Holder fails to surrender his Warrants within 45 days after the Redemption Date, the Warrants will be deemed canceled upon the Company’s payment of the redemption price to the Holder for the Warrants so redeemed. 
 b. Notice of Redemption. Notice of any redemption pursuant to this Section 4 shall be deemed given if mailed by first class or certified mail on
the date deposited (“Notice Date”) in the United States Mail, postage prepaid, within 15 days after the end of the five consecutive days upon which the Company shall base the particular redemption, addressed to the registered Holder of
Warrants so to be redeemed at his address as it appears on the books of the Company. Neither failure to deliver such notice nor defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Warrants
so to be redeemed. 
 c. Redemption of Part of Warrants. If fewer than all the Warrants at the time outstanding will be redeemed, the
selection of the Warrants to be redeemed may be made pro rata, by lot or in any other equitable manner. The Board of Directors shall have the power to prescribe the manner in which the selection is to be made. 
 d. Redemption Equals Cancellation. After the close of business on the day fixed for redemption, each Warrant then noticed for redemption shall
automatically be converted into a right to receive the redemption price and the Company will no longer honor any purported exercise of such Warrant. 
 5.
Reservation of Shares. The Company shall at all times reserve, for the purpose of issuance on exercise of this Warrant such number of shares of Common Stock or such class or classes of capital stock or other securities as shall from time to time
be sufficient to comply with this Warrant and the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized and unissued Common Stock or such other class or classes of capital stock or
other securities to such number as shall be sufficient for that purpose. 
 6. Survival. All agreements, covenants, representations and warranties
herein shall survive the execution and delivery of this Warrant and any investigation at any time made by or on behalf of any parties hereto and the exercise, sale and purchase of this Warrant (and any other securities or property) issuable on
exercise hereof. 
 7. Remedies. The Company agrees that the remedies at law of the Holder, in the event of any default or threatened default by the
Company in the performance or compliance with any of the terms of this Warrant, may not be adequate and such terms may, in addition to and not in lieu of any other remedy, be specifically enforced by a decree of specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 
 8. Other Matters. 
 a. Binding Effect. All the covenants and provisions of this Warrant by or for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder. 
 b. Notices. Notices or demands pursuant to this Warrant to be given or made by the Holder to or
on the Company shall be sufficiently given or made if sent by certified or registered mail, return receipt requested, postage prepaid, and addressed, until another address is designated in writing by the Company, as follows: 
 Spheric Technologies, Inc. 
 4708 East Van
Buren Street 
 Phoenix, Arizona 85008 
 Attn: President 







 Notices to the Holder provided for in this Warrant shall be deemed given or made by the Company if sent by certified or
registered mail, return receipt requested, postage prepaid, and addressed to the Holder at the Holder’s last known address as it shall appear on the books of the Company. 
 c. Governing Law. The validity, interpretation and performance of this Warrant shall be governed by the laws of the State of Arizona. 

d. Parties Bound and Benefitted. Nothing in this Warrant expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company and the Holder any right, remedy or claim under promise or agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Warrant shall be for the sole and exclusive benefit of the Company and its successors and of the Holder, its successors and, if permitted, its assignees. 
 e. Headings. The Article headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation
thereof. 
 IN WITNESS WHEREOF, this Warrant has been duly executed by the Company under its corporate seal as of the
         day of                     , 2005. 
  

			
	SPHERIC TECHNOLOGIES, INC.
		
	By:	 	  

		 	Joseph Hines
		 	President









 SPHERIC TECHNOLOGIES, INC. 
 Assignment 
 FOR VALUE RECEIVED,
                                         
                            hereby sells, assigns and transfers unto
                                         
                                         
                                       the within
Warrant and the rights represented thereby, and does hereby irrevocably constitute and appoint
                                         
                            Attorney, to transfer said Warrant on the books of the Company, with full power of
substitution. 
 Dated:                     

  

			
	Signed:	 	  




			
		
	Print Name:	 	  










 Subscription Form 
 Spheric Technologies, Inc. 
 4708 East Van Buren Street 
 Phoenix, Arizona 85008 
 The
undersigned hereby irrevocably subscribes for the purchase of              shares of Common Stock (“Shares”), pursuant to and in accordance with the terms and conditions of
this Warrant, and herewith makes payment, covering the purchase of the Shares, which should be delivered to the undersigned at the address stated below, and, if such number of Shares shall not be all of the Shares purchasable hereunder, then a new
Warrant of like tenor for the balance of the remaining Shares purchasable under this Warrant be delivered to the undersigned at the address stated below. 
 The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any such Shares, unless either (a) a registration statement, or post-effective amendment thereto,
covering such Shares have been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (“Act”), and such sale, transfer or other disposition is accompanied by a prospectus meeting the
requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, or
(b) counsel to Spheric Technologies, Inc. (“Company”) satisfactory to the undersigned has rendered an opinion in writing and addressed to the Company that such proposed offer, sale, transfer or other disposition of the Shares is
exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) the Company may notify the transfer agent for its Common Stock that the certificates for the
Common Stock acquired by the undersigned are not to be transferred unless the transfer agent receives advice from the Company that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) the
Company may affix the legend set forth in Section 3.1 of this Warrant to the certificates for Shares hereby subscribed for, if such legend is applicable. 
  

					
	Dated:                     	 	Signed:	 	  



					
			
		 	Address: