Exhibit B to Securities Purchase AgreementWarrant Agreement • August 14th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS WARRANT (this “Warrant”) certifies that, for value received, MKM Opportunity Master Fund, Limited, a Cayman Islands corporation, or its registered assigns (the “Holder” or “Holders”), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on August 1, 2013 (the “Termination Date”), to subscribe for, purchase, and receive One Million (1,000,000) shares (the “Warrant Shares”) of fully paid and nonassessable common stock, par value $0.001 (the “Common Stock”) of Ethos Environmental, Inc., a Nevada corporation (the “Company”). The purchase price of one share of Common Stock of the Exercise Price, as defined in Section 1(b) below. 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 August 1, 2013, this Warrant shall automatically become void and of no further force or effect, a
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Stock Purchase Agreement dated as of August 1, 2008, is by and between Ethos Environmental, Inc., a Nevada corporation (the “Company”), MKM Opportunity Master Fund, Limited, a Cayman Islands corporation (the "Purchaser").
Exhibit A to Securities Purchase AgreementConvertible Promissory Note • August 14th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION OF THIS NOTE OR OF THE COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
ETHOS ENVIRONMENTAL, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Securities Purchase Agreement (the “Agreement”) is made as of August 1, 2008, by and between Ethos Environmental, Inc., a Nevada corporation (the “Company”) and MKM Opportunity Master Fund Limited, a Cayman Island corporation (“Purchaser”).
