ex10-8.htm


     

    
      

      

    

    
      Warrant
No. 2008-__

       

      ETHOS
ENVIRONMENTAL, INC.

      (a
Nevada corporation)

       

      Warrant
for the Purchase of [__________]

      Shares
of Common Stock, Par Value $0.001

       

      [This
Warrant Will Be Void

      After
5:00 P.M. Mountain Time

      On
________, 2010]

       

       

      These
securities have not been registered with the U.S. Securities and Exchange
Commission (the

      “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”), and are
being

      offered
in reliance on exemptions from registration provided in Section 4(2) of
the

      Securities
Act and Rule 506 of Regulation D promulgated thereunder and

      preemption
from the registration or qualification requirements (other

      than
notice filing and fee provisions) of applicable state laws under

      the
National Securities Markets Impovement Act of 1996.

       

       

      THIS
WARRANT (this “Warrant”) certifies that, for value received, _____________, or
registered assigns (the “Holder” or “Holders”), is entitled, at any time on or
before 5:00 p.m. Pacific Standard Time on ________, 2010, to subscribe for,
purchase, and receive [____________] shares
(the “Shares”) of fully paid and nonassessable common stock, par value $0.001
(the “Common Stock”) of Ethos Environmental, Inc., a Nevada corporation (the
“Company”). This Warrant is exercisable to purchase the Shares at a price of
$0.25 per share (the “Exercise Price”). The number of Shares to be received on
exercise of this Warrant and the Exercise Price may be adjusted on the
occurrence of certain events as described herein. If the rights represented
hereby are not exercised by 5:00 p.m. Pacific Standard Time on __________, 2010,
this Warrant shall automatically become void and of no further force or effect,
and all rights represented hereby shall cease and expire.

       

      Subject
to the terms set forth herein, this Warrant may be assigned by the Holder in
whole or in part by execution of the form of assignment attached hereto or may
be exercised by the Holder in whole or in part by execution of the form of
exercise attached hereto and payment of the Exercise Price in the manner
described above, all subject to the terms hereof.

       

      1. Exercise of Warrants.
The Holder shall have the rights of a stockholder only with respect to Shares
fully paid for by the Holder under this Warrant. On the exercise of all or any
portion of this Warrant in the manner provided above, the Holder exercising the
same shall be deemed to have become a Holder of record of the Shares as to which
this Warrant is exercised for all purposes, and certificates for the securities
so purchased shall be delivered to the Holder within a reasonable time, but in
no event longer than 10 days after this Warrant shall have been exercised as set
forth above. If this Warrant shall be exercised in respect to only a part of the
Shares covered hereby, the Holder shall be entitled to receive a similar Warrant
of like tenor and date covering the number of Shares with respect to which this
Warrant shall not have been exercised.

       

      2. Assignment of
Warrants. In the event this Warrant is assigned in the manner provided
herein, the Company, upon request and upon surrender of this Warrant by the
Holder at the principal office of the Company accompanied by payment of all
transfer taxes, if any, payable in connection therewith, shall transfer this
Warrant on the books of the Company. If the assignment is in whole, the Company
shall execute and deliver a new Warrant or Warrants of like tenor to this
Warrant to the appropriate assignee expressly evidencing the right to purchase
the aggregate number of Shares purchasable hereunder; and if the assignment is
in part, the Company shall execute and


      
        
           


        

        
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      deliver
to the appropriate assignee a new Warrant or Warrants of like tenor expressly
evidencing the right to purchase the portion of the aggregate number of Shares
as shall be contemplated by any such agreement, and shall concurrently execute
and deliver to the Holder a new Warrant of like tenor to this Warrant evidencing
the right to purchase the remaining portion of the Shares purchasable hereunder
that have not been transferred to the assignee.

       

      3.  Fully Paid Shares.
The Company covenants and agrees that the Shares that may be issued on the
exercise of this Warrant will, on issuance pursuant to the terms of this
Warrant, be fully paid and nonassessable, free from all taxes, liens, and
charges with respect to the issue thereof, and not issued in violation of the
preemptive or similar right of any other person. The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will have authorized and reserved a
sufficient number of Shares of Common Stock to provide for the exercise of the
rights represented by this Warrant.

       

      4. Adjustment of Exercise Price
and Number of Shares.

       

      (a)           Adjustment of Exercise Price
and Number of Shares. The number of Shares purchasable on the exercise of
this Warrant and the Exercise Price shall be adjusted appropriately from time to
time as follows:

       

      (i) In the
event the Company shall declare a dividend or make any other distribution on any
capital stock of the Company payable in Common Stock, rights to purchase Common
Stock, or securities convertible into Common Stock, or shall subdivide its
outstanding shares of Common Stock into a greater number of shares or combine
such outstanding stock into a smaller number of shares, then in each such event,
the number of Shares subject to this Warrant shall be adjusted so that the
Holder shall be entitled to purchase the kind and number of Shares of Common
Stock or other securities of the Company that it would have owned or have been
entitled to receive after the happening of any of the events described above,
had such Warrant been exercised immediately prior to the happening of such event
or any record date with respect thereto; an adjustment made pursuant to this
subsection (a) shall become effective immediately after the effective date of
such event retroactive to the record date for such event.

       

      (ii) No
adjustment in the number of Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the number of Shares purchasable on the exercise of this Warrant; provided, however,
that any adjustments that by reason of this subsection (a) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.

       

      (iii) Whenever
the number of Shares purchasable on the exercise of this Warrant is adjusted, as
herein provided, the Exercise Price payable on exercise shall be adjusted by
multiplying the Exercise Price immediately prior to such adjustment by a
fraction, the numerator of which shall be the number of Shares purchasable on
the exercise of this Warrant immediately prior to such adjustment and the
denominator of which shall be the number of Shares so purchasable immediately
thereafter.

       

      (iv) Whenever
the number of Shares purchasable on the exercise of this Warrant or the Exercise
Price of such Shares is adjusted, as herein provided, the Company shall cause to
be promptly mailed by first class mail, postage prepaid, to the Holder of this
Warrant notice of such adjustment or adjustments and shall deliver a resolution
of the board of directors of the Company setting forth the number of Shares
purchasable on the exercise of this Warrant and the Exercise Price of such
Shares after such adjustment, setting forth a brief statement of the facts
requiring such adjustment, together with the computation by which such
adjustment was made. Such resolution, in the absence of manifest error, shall be
conclusive evidence of the correctness of adjustment.

       

      (v) All such
adjustments shall be made by the board of directors of the Company, which shall
be binding on the Holder in the absence of demonstrable error.


      
        
           


        

        
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                  (b)            No Adjustment in Certain
Cases. No adjustments shall be made in connection with:

       

      (i) the
issuance of any Shares on the exercise of this Warrant;

       

      (ii) the
conversion of shares of Preferred Stock;

       

      (iii) the
exercise or conversion of any rights, options, warrants, or convertible
securities containing the right to purchase or acquire Common
Stock;

       

      (iv) the
issuance of additional Shares or other securities on account of the
anti-dilution provisions contained in or relating to this Warrant or any other
option, warrant, or right to acquire Common Stock;

       

      (v) the
purchase or other acquisition by the Company of any shares of Common Stock,
evidences of its indebtedness or assets, or rights, options, warrants, or
convertible securities containing the right to subscribe for or purchase Common
Stock; or

       

      (vi) the sale
or issuance by the Company of any shares of Common Stock, evidences of its
indebtedness or assets, or rights, options, warrants, or convertible securities
containing the right to subscribe for or purchase Common Stock or other
securities pursuant to options, warrants, or other rights to acquire Common
Stock or other securities.

       

      5.            Notice of Certain
Events. In the event of:

       

      (a) any
taking by the Company of a record of the holders of any class of securities of
the Company for the purpose of determining the holders thereof who are entitled
to receive any dividends or other distribution, or any right to subscribe for,
purchase, or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other rights;

       

      (b) any
capital reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company, or any transfer of all or substantially all
of the assets of the Company to any other person, or any consolidation, share
exchange, or merger involving the Company; or

       

      (c) any
voluntary or involuntary dissolution, liquidation, or winding up of the
Company,

       

      the
Company will mail to the Holder(s) of this Warrant, at least 20 days prior to
the earliest date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution, or
right; the amount and character of such dividend, distribution, or right; or the
date on which any such reorganization, reclassification, transfer,
consolidation, share exchange, merger, dissolution, liquidation, or winding up
of the Company will occur and the terms and conditions of such transaction or
event.

       

       6.           Limitation of
Transfer. Subject to the restrictions set forth in paragraph 7 hereof,
this Warrant is transferable at the offices of the Company. On such transfer,
every Holder hereof agrees that the Company may deem and treat the registered
Holder(s) of this Warrant as the true and lawful owner(s) thereof for all
purposes, and the Company shall not be affected by any notice to the
contrary.

       

       7.           Disposition of Warrants or
Shares. Each registered owner of this Warrant, by acceptance hereof,
agrees for itself and any subsequent owner(s) that, before any disposition is
made of any Warrants or Shares of Common Stock, the owner(s) shall give written
notice to the Company describing briefly the manner of any such proposed
disposition. No such disposition shall be made unless and until:

       

      (a)           the
Company has received written assurances from the proposed transferee confirming
a factual basis for relying on exemptions from registration under applicable
federal and state securities laws for such transfer or an opinion from counsel
for the Holder(s) of the Warrants or Shares stating that no


      
        
           


        

        
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      registration
under the Securities Act or applicable state statute is required with respect to
such disposition; or

       

      (b)           a
registration statement under the Securities Act has been filed by the Company
and declared effective by the SEC covering such proposed disposition and the
disposition has been registered or qualified, or is exempt therefrom, under the
state having jurisdiction over such disposition.

       

      8.  Restricted Securities:
Registration of Securities. The Holder acknowledges that this Warrant is,
and that the Shares issuable on exercise hereof will be, “restricted securities”
as that term is defined in Rule 144 promulgated under the Securities Act.
Accordingly, this Warrant must be taken for investment and held indefinitely.
Likewise, any Shares issued on exercise of this Warrant must be taken for
investment and held indefinitely and may not be resold unless such resale is
registered under the Securities Act and/or comparable state securities laws or
unless an exemption from such registration is available. A legend to the
foregoing effect shall be placed conspicuously on the face of all certificates
for Shares issuable on exercise of this Warrant.

       

      9.  Reports under Exchange
Act. With a view to making available to the Holders the benefits of Rule
144 promulgated under the Securities Act and any other rule or regulation of the
SEC that may at any time permit a Holder to sell the Shares issuable on exercise
of this Warrant, the Company shall, until such Shares may be resold pursuant to
the provisions of Rule 144 or any similar provision:

       

      (a) make and
keep public information available, as those terms are understood and defined in
SEC Rule 144;

       

      (b) file with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Securities Exchange Act of 1934;
and,

       

      (c) furnish
to any Holder, forthwith upon request (i) a written statement by the Company
that it has complied with Rule 144, the Securities Act and the Securities
Exchange Act of 1934, or that it qualifies as a registrant whose securities may
be resold pursuant to Form S-2 or Form S-3; (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company; and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC that
permits the selling of any such securities without registration or pursuant to
such form.

       

      10. Governing Law. This
Warrant shall be construed under and be governed by the laws of the state of
California.

       

      11. Notices.  Any notice, request or
other document required or permitted to be given or delivered to the Holder by
the Company shall be delivered in accordance with the notice provisions of the
Purchase Agreement.

       

      12. Nonwaiver and
Expenses.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder’s rights, powers or remedies,
notwithstanding the fact that all rights hereunder terminate on the Termination
Date.  If the Company willfully and knowingly fails to comply with any
provision of this Warrant, which results in any material damages to the Holder,
the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.

       

      13. Remedies.  Holder,
in addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Warrant.  The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it
of the provisions of this Warrant and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be
adequate.

       

      14. Successors and
Assigns.  Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and
permitted assigns of Holder. The provisions of this Warrant are intended to be
for the benefit of all Holders of this Warrant from the Initial Exercise Date
through the Termination Date, and shall be enforceable by any such Holder or
holder of Warrant Shares.

       

      15. Amendment.  This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.

       

      16. Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.

       

      17. Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

       

      18. Loss, Theft, Destruction, or
Mutilation. Upon receipt by the Company of reasonable evidence of the
ownership of and the loss, theft, destruction, or mutilation of this Warrant,
the Company will execute and deliver, in lieu thereof, a new Warrant of like
tenor.

       

      19.           Taxes. The Company
will pay all taxes in respect of the issue of this Warrant or the Shares
issuable upon exercise thereof.

       

      DATED
this____________ day of_______________, 2008.

      


      ETHOS
ENVIRONMENTAL, INC.

      


      


      By:
_________________________

             Corey
Schlossmann, CEO


      
        
          
             


          

          
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      Notice
of Exercise

       

      (to
be signed only upon exercise of Warrant)

       

      TO:          ETHOS
ENVIRONMENTAL, INC.

       

      The
undersigned, the owner of the attached Warrant, hereby irrevocable elects to
exercise the purchase rights represented by the Warrant for, and to purchase
thereunder,_____________shares of Common Stock of Ethos Environmental, Inc., and
herewith makes payment of $____________________therefor. Please issue the shares
of Common Stock as to which this Warrant is exercised in accordance with the
instructions set forth below and, if the Warrant is being exercised with respect
to less than all of the Shares to which it pertains, prepare and deliver a new
Warrant of like tenor for the balance of the Shares purchasable under the
attached Warrant.

       

      DATED
this____day of_____, 20___.

      
      

      
      

       

      
        	 	
                Signature:

              	 
	 	

                 

                Signature Guaranteed:

              	 


      

       

       

      INSTRUCTIONS
FOR REGISTRATION OF STOCK

      
      

       

      
        
          	Name: 	
                   

                	(Please Type or
      Print) Address:
	 	 	 
	 	

                   

                	 


        

      

       

       

      NOTICE:
The signature to the form of purchase must correspond with the name as written
upon the face of the attached Warrant in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange.

        
          
             


          

          
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