Ethos Environmental, Inc. Sample Contracts

Regeneca, Inc. – CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (June 7th, 2012)

This Confidential Settlement Agreement and Mutual General Release (hereinafter the “Agreement”) is entered into as of June 4, 2012 by and between Regeneca, Inc., a Nevada corporation (the “Corporation”) and Matthew Nicosia (“Nicosia”). The Corporation and Nicosia shall be collectively referred to herein as the “Parties.”

Regeneca, Inc. – CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (May 15th, 2012)

This Confidential Settlement Agreement and Mutual General Release (hereinafter the “Agreement”) is entered into as of May 11, 2012 by and between Regeneca, Inc., a Nevada corporation (the “Corporation”) and Dwight D. Baron (“Baron”). The Corporation and Baron shall be collectively referred to herein as the “Parties.”

Regeneca, Inc. – EMPLOYMENT AGREEMENT (February 22nd, 2012)

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 9, 2011 (the “Effective Date”), is made by and between REGENECA, INC., a Nevada corporation, located at 1 Technology Drive, Suite C-515, Irvine, California 92618, and hereafter referred to as “the Company,” and DR. SHIRISH PHULGAONKAR, an individual residing in the state of Kentucky, hereinafter referred to as “Employee,” based upon the following:

Regeneca, Inc. – EMPLOYMENT AGREEMENT (December 28th, 2011)

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 9, 2011 (the “Effective Date”), is made by and between REGENECA, INC., a Nevada corporation, located at 1 Technology Drive, Suite C-515, Irvine, California 92618, and hereafter referred to as “the Company,” and DR. SHIRISH PHULGAONKAR, an individual residing in the state of Kentucky, hereinafter referred to as “Employee,” based upon the following:

Regeneca, Inc. – EXHIBIT B PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (November 29th, 2011)

THIS PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of August 9, 2011 by and between REGENECA, INC., a Nevada corporation (the “Company,” which term includes the Company’s subsidiaries, affiliated entities, successors and assigns), and SHIRISH PHULGAONKAR (“Employee”). As a term and condition of Employee’s employment with the Company, and as additional consideration therefor and/or for its continuation at the date hereof, as well as for other good and valuable consideration the receipt and sufficiency of which Employee hereby acknowledges, the Company and Employee hereby agree, and Employee hereby represents and warrants, as follows:

Regeneca, Inc. – EMPLOYMENT AGREEMENT (October 18th, 2011)

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 9, 2011 (the “Effective Date”), is made by and between REGENECA, INC., a Nevada corporation, located at 1 Technology Drive, Suite C-515, Irvine, California 92618, and hereafter referred to as “the Company,” and DR. SHIRISH PHULGAONKAR, an individual residing in the state of Kentucky, hereinafter referred to as “Employee,” based upon the following:

Regeneca, Inc. – Press Release Regeneca, Inc. Announces Dr. Shirish Phulgaonkar as Chief Scientific Officer (October 18th, 2011)

IRVINE, Calif., August 10, 2011 – Regeneca, Inc., (RGNA.PK), today announced the appointment of Dr. Shirish Phulgaonkar as Chief Scientific Officer, effective August 9, 2011. He will be responsible for Research and Development for future Regeneca products, as well as the immediate development of a proprietary male enhancement product.

Regeneca, Inc. – Press Release Regeneca, Inc. Announces Dr. Shirish Phulgaonkar as Chief Scientific Officer (August 11th, 2011)

IRVINE, Calif., August 10, 2011 – Regeneca, Inc., (RGNA.PK), today announced the appointment of Dr. Shirish Phulgaonkar as Chief Scientific Officer, effective August 9, 2011. He will be responsible for Research and Development for future Regeneca products, as well as the immediate development of a proprietary male enhancement product.

Regeneca, Inc. – EMPLOYMENT AGREEMENT (August 11th, 2011)

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 9, 2011 (the “Effective Date”), is made by and between REGENECA, INC., a Nevada corporation, located at 1 Technology Drive, Suite C-515, Irvine, California 92618, and hereafter referred to as “the Company,” and DR. SHIRISH PHULGAONKAR, an individual residing in the state of Kentucky, hereinafter referred to as “Employee,” based upon the following:

Ethos Environmental, Inc. – LICENSE AGREEMENT (March 7th, 2011)

This LICENSE AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2011 (“Agreement Date”) by and between Mitch Huhem and One Step Millionaire, LLC (collectively, “Licensor”) and Ethos Environmental, Inc., a Nevada corporation ("Licensee"), (each, a “Party” and collectively, the “Parties”).

Ethos Environmental, Inc. – EMPLOYMENT AGREEMENT (January 4th, 2011)

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of December 31, 2010 (the “Effective Date”), is made by and between ETHOS ENVIRONMENTAL, INC., a Nevada corporation, located at 18 Technology, Suite 165, Irvine, California 92618 and hereafter referred to as “the Company”, and DANIEL R. KERKER, whose residence address is 5402 W. 134th Street, Hawthorne, California 90250, hereinafter referred to as “Employee,” based upon the following:

Ethos Environmental, Inc. – ETHOS ENVIRONMENTAL, INC. 2010 INCENTIVE PLAN (January 4th, 2011)
Ethos Environmental, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG ETHOS ENVIRONMENTAL, INC., EEI ACQUISITION CORPORATION, AND REGENECA INTERNATIONAL, INC. December 14, 2010 (January 4th, 2011)

This Agreement and Plan of Merger (this “Agreement”) is effective as of December 14, 2010, by and among ETHOS ENVIRONMENTAL, INC., a Nevada corporation (“Buyer”), EEI ACQUISITION CORPORATION, a Nevada corporation (“Acquisition Corp.”), and REGENECA INTERNATIONAL, INC., a Nevada corporation (“Seller”). Certain capitalized terms used in this Agreement are defined in the text or on Exhibit A attached hereto.

Ethos Environmental, Inc. – EMPLOYMENT AGREEMENT (January 4th, 2011)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of December 31, 2010, (the “Effective Date”) by and between Ethos Environmental, Inc. a Nevada corporation (the “Company”), and Matthew Nicosia (“Executive”).

Ethos Environmental, Inc. – EMPLOYMENT AGREEMENT (January 4th, 2011)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of December 31, 2010, (the “Effective Date”) by and between Ethos Environmental, Inc. a Nevada corporation (the “Company”), and Adam Vincent Gilmer (“Executive”).

Ethos Environmental, Inc. – EMPLOYMENT AGREEMENT (January 4th, 2011)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of December 31, 2010, (the “Effective Date”) by and between Ethos Environmental, Inc. a Nevada corporation (the “Company”), and James C. Short (“Executive”).

Ethos Environmental, Inc. – ETHOS ENVIRONMENTAL, INC. INKS MERGER AGREEMENT WITH NETWORK MARKETING STALWART AL GLOBAL CORPORATION DBA YOUNGEVITY (November 25th, 2009)

Ethos Environmental, Inc. (OTC - BB:ETEV), a leading manufacturer and distributor of a unique line of proprietary eco-efficient fuel reformulating products that provide fuel efficiency and lower harmful emissions for both commercial and individual vehicles, is pleased to announce the signing of a definitive merger agreement with AL Global Corporation d/b/a Youngevity Essential Life Sciences. The pending merger is expected to close in the first quarter of 2010.

Ethos Environmental, Inc. – AGREEMENT AND PLAN of MERGER by and among ETHOS ENVIRONMENTAL, INC., a Nevada corporation ETHOS MERGER SUB, INC., a Nevada corporation AND AL GLOBAL CORPORATION d/b/a/YOUNGEVITY, a California corporation (November 25th, 2009)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of _____________, 2009, by and among Ethos Environmental, Inc., a Nevada corporation (“Ethos”); Ethos Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Ethos (“Merger Sub”); and AL Global Corporation (d/b/a Youngevity), a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A. For purposes of this Agreement, reference to the “Company” shall include each Subsidiary of the Company unless the context requires otherwise.

Ethos Environmental, Inc. – SECURITIES PURCHASE AGREEMENT (November 9th, 2009)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), executed on this 2nd day of November, 2009, is made and entered into by and between Ethos Environmental, Inc., a Nevada corporation, with its principal executive offices located at 6800 Gateway Park Drive San Diego, California 92154 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Ethos Environmental, Inc. – SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE (October 14th, 2009)

This Settlement Agreement and General Mutual Release (“Agreement”) is made and entered into as of October ___, 2009 (the “Effective Date”), by and among Ethos Environmental, Inc. and its wholly owned subsidiary Ecomates, LLC (collectively, “ETHOS”), Thrive Worldwide, LLC, Amy Black, Jack Peterson, and Craig Ellins (collectively, “Thrive”) and MKM Opportunity Master Fund, Ltd. (“MKM”).

Ethos Environmental, Inc. – ASSET ASSIGNMENT AGREEMENT (October 14th, 2009)

This ASSET ASSIGNMENT AGREEMENT (the “Agreement”), is effective as of this October ___, 2009 (the “Effective Date”) between Thrive Worldwide LLC, a Nevada limited liability company (the “Assignor”) and Ethos Environmental, Inc., a Nevada corporation (the “Assignee”).

Ethos Environmental, Inc. – PROMISSORY NOTE (October 14th, 2009)
Ethos Environmental, Inc. – (a Nevada corporation) Warrant for the Purchase of 100,000 Shares of Common Stock, Par Value $0.0001 [This Warrant Will Be Void After 5:00 P.M. Mountain Time On January 1, 2012] These securities have not been registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than notice (August 14th, 2009)

THIS WARRANT (this “Warrant”) certifies that, for value received, Carrillo Huettel, LLP, or registered assigns (the “Holder” or “Holders”), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on January 1, 2012, to subscribe for, purchase, and receive 100,000 shares (the “Shares”) of fully paid and nonassessable common stock, par value $0.0001 (the “Common Stock”) of Ethos Environmental, Inc., a Nevada corporation (the “Company”). This Warrant is exercisable to purchase the Shares at a price of $0.25 per share (the “Exercise Price”). The number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Pacific Standard Time on January 1, 2012, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire.

Ethos Environmental, Inc. – Contract (August 14th, 2009)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Ethos Environmental, Inc. – (a Nevada corporation) Warrant for the Purchase of 100,000 Shares of Common Stock, Par Value $0.0001 [This Warrant Will Be Void After 5:00 P.M. Pacific Time On August 3, 2012] These securities have not been registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than notice f (August 11th, 2009)

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 August 3, 2012, to subscribe for, purchase, and receive 100,000 shares (the “Shares”) of fully paid and nonassessable common stock, par value $0.0001 (the “Common Stock”) of Ethos Environmental, Inc., a Nevada corporation (the “Company”). This Warrant is exercisable to purchase the Shares at a price of $0.30 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 August 3, 2012, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire.

Ethos Environmental, Inc. – SECURITIES PURCHASE AGREEMENT (August 11th, 2009)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), executed on this ___ day of August, 2009, is made and entered into by and between Ethos Environmental, Inc., a Nevada corporation, with its principal executive offices located at 6800 Gateway Park Drive San Diego, California 92154 (the “Company”), and ________________________________ (the “Purchaser”).

Ethos Environmental, Inc. – Contract (August 11th, 2009)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Ethos Environmental, Inc. – (a Nevada corporation) Warrant for the Purchase of 100,000 Shares of Common Stock, Par Value $0.0001 [This Warrant Will Be Void After 5:00 P.M. Mountain Time On May 8, 2012] These securities have not been registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than notice fil (May 13th, 2009)

THIS WARRANT (this “Warrant”) certifies that, for value received, MKM Opportunity Master Fund, Ltd., or registered assigns (the “Holder” or “Holders”), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on May 8, 2012, to subscribe for, purchase, and receive 100,000 shares (the “Shares”) of fully paid and nonassessable common stock, par value $0.0001 (the “Common Stock”) of Ethos Environmental, Inc., a Nevada corporation (the “Company”). This Warrant is exercisable to purchase the Shares at a price of $0.40 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 May 8, 2012, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire.

Ethos Environmental, Inc. – (a Nevada corporation) Warrant for the Purchase of 50,000 Shares of Common Stock, Par Value $0.0001 [This Warrant Will Be Void After 5:00 P.M. Mountain Time On May 8, 2012] These securities have not been registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than notice fili (May 13th, 2009)

THIS WARRANT (this “Warrant”) certifies that, for value received, MKM Opportunity Master Fund, Ltd., or registered assigns (the “Holder” or “Holders”), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on May 8, 2012, to subscribe for, purchase, and receive 50,000 shares (the “Shares”) of fully paid and nonassessable common stock, par value $0.0001 (the “Common Stock”) of Ethos Environmental, Inc., a Nevada corporation (the “Company”). This Warrant is exercisable to purchase the Shares at a price of $0.40 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 May 8, 2012, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire.

Ethos Environmental, Inc. – SECURITIES PURCHASE AGREEMENT (May 13th, 2009)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), executed on this ___ day of May, 2009, is made and entered into by and between Ethos Environmental, Inc., a Nevada corporation, with its principal executive offices located at 6800 Gateway Park Drive San Diego, California 92154 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Ethos Environmental, Inc. – PROMISSORY NOTE (May 13th, 2009)
Ethos Environmental, Inc. – Contract (May 13th, 2009)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Ethos Environmental, Inc. – OPERATING AGREEMENT FOR ETHOS SCIENTIFIC, LLC A NEVADA LIMITED LIABILITY COMPANY (April 15th, 2009)

THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into as of the ___th day of March, 2009 by Ethos Scientific, LLC, (the “Company”) a Nevada limited liability company and Ethos Environmental, Inc. (referred to herein as the “Member(s)”).

Ethos Environmental, Inc. – OPERATING AGREEMENT FOR ecoMates, LLC A NEVADA LIMITED LIABILITY COMPANY (April 15th, 2009)

THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into as of the ___th day of March, 2009 by ecoMates, LLC, (the “Company”) a Nevada limited liability company and Ethos Environmental, Inc. (referred to herein as the “Member(s)”).

Ethos Environmental, Inc. – SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (January 14th, 2009)

This Settlement Agreement and Mutual General Release (hereinafter referred to as the “Settlement Agreement”), is effective as of January ___, 2009, and is made by and between Ethos Environmental, Inc., a Nevada corporation (the “Company”) and Dick F. Chase, an individual (“Chase”). Ethos and Chase shall hereinafter collectively be referred to as “the Parties.” This Agreement is made in consideration of the following facts and recitals: