Exhibit 10.3





Exhibit 10.3




REGISTRATION RIGHTS AGREEMENT




THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of
 _____, ___
2009, among Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (the “Company”),
and each signatory hereto (each, an “Investor” and collectively, the “Investors”).



RECITALS




WHEREAS, the Company and the Investors are parties to Subscription Agreements (the
“Subscription Agreements”) entered into in connection with a private placement offering
described in the Confidential Private Placement Memorandum, dated June 25, 2009, as such may be
amended and supplemented from time to time (the “PPM”);



WHEREAS, the Investors’ obligations under the Subscription Agreements are conditioned upon
certain registration rights under the Securities Act of 1933, as amended (the “Securities
Act”); and



WHEREAS, the Investors and the Company desire to provide for the rights of registration under
the Securities Act as are provided herein upon the execution and delivery of this Agreement by such
Investors and the Company.



NOW, THEREFORE, in consideration of the promises, covenants and conditions set forth herein,
the parties hereto hereby agree as follows:



1. Registration Rights.




1.1 Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:



(a) “Commission” means the United States Securities and Exchange Commission.



(b) “Common Stock” means the Company’s common stock, par value $0.001 per share.



(c) “Effectiveness Date” means the date that is one hundred eighty (180) days after
the Trigger Date.



(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



(e) “Filing Date” means the date that is ninety (90) days after the Trigger Date.



(f) “Investor” means any person owning Registrable Securities who becomes party to
this Agreement by executing a counterpart signature page hereto, or other agreement in writing to
be bound by the terms hereof, which is accepted by the Company.


 












 





(g) The terms “register,” “registered” and “registration” refer to a
registration effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.



(h) “Registrable Securities” means any of the Shares or any securities issued or
issuable as (or any securities issued or issuable upon the conversion or exercise of any warrant,
right or other security that is issued as) a dividend or other distribution with respect to, or in
exchange for, or in replacement of, the Shares; provided, however, that Registrable
Securities shall not include any securities of the Company that have previously been registered and
remain subject to a currently effective registration statement or which have been sold to the
public either pursuant to a registration statement or Rule 144, or which have been sold in a
private transaction in which the transferor’s rights under this Section 1 are not assigned, or
which may be sold immediately without registration under the Securities Act and without volume
restrictions pursuant to Rule 144.



(i) “Rule 144” means Rule 144 as promulgated by the Commission under the Securities
Act, as such Rule may be amended from time to time, or any similar successor rule that may be
promulgated by the Commission.



(j) “Rule 415” means Rule 415 as promulgated by the Commission under the Securities
Act, as such Rule may be amended from time to time, or any similar successor rule that may be
promulgated by the Commission.



(k) “Shares” means the shares of Common Stock issued pursuant to the Subscription
Agreements and issuable upon exercise of the Warrants.



(l) “Trigger Date” means the later of the final Closing Date or the Termination Date
(as such terms are defined in the PPM).



(m) “Warrants” means the warrants to purchase Common Stock issued pursuant to the
Subscription Agreement and issued to any Placement Agents (as defined in the PPM).



1.2 Company Registration.



(a) On or prior to the Filing Date the Company shall prepare and file with the Commission a
registration statement covering the Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. The registration statement shall be on Form S-1 (except if
the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in
which case such registration shall be on another appropriate form in accordance herewith) and shall
contain (unless otherwise directed by Investors holding an aggregate of at least 75% of the
Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution”
attached hereto as Annex A. The Company shall cause the registration statement
to become effective and remain effective as provided herein. The Company shall use
commercially reasonable efforts to cause the registration statement to be declared effective under
the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company
shall use commercially reasonable efforts to keep the registration statement continuously effective
under the Securities Act for a period of 12 months, unless all Registrable Securities covered by
such registration statement have been sold, or may be sold without the requirement to be in
compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule
144, as determined by the counsel to the Company (the “Effectiveness Period”).


 


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(b) The Company shall pay to Investors a fee of 1% per month of the Investors’ investment,
payable in cash, for every thirty (30) day period up to a maximum of 10%, (i) following the Filing
Date that the registration statement has not been filed and (ii) following the Effectiveness Date
that the registration statement has not been declared effective; provided, however,
that the Company shall not be obligated to pay any such liquidated damages if the Company is unable
to fulfill its registration obligations as a result of rules, regulations, positions or releases
issued or actions taken by the Commission pursuant to its authority with respect to “Rule 415”, and
the Company registers at such time the maximum number of shares of Common Stock permissible upon
consultation with the staff of the Commission; provided, further, that the Company
shall not be obligated to pay any liquidated damages at any time following the one year anniversary
of the final Closing Date.



(c) If during the Effectiveness Period, the number of Registrable Securities at any time
exceeds 100% of the number of shares of Common Stock then registered in a registration statement,
the Company shall file as soon as reasonably practicable an additional registration statement
covering the resale of not less than the number of such Registrable Securities.



(d) The Company shall bear and pay all expenses incurred in connection with any registration,
filing or qualification of Registrable Securities with respect to the registrations pursuant to
this Section 1.2 for each Investor, including (without limitation) all registration, filing and
qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the
Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to
Registrable Securities and fees and disbursements of counsel for the Investors.



(e) If at any time during the Effectiveness Period there is not an effective Registration
Statement covering all of the Registrable Securities, then the Company shall notify each Investor
in writing at least fifteen (15) days prior to the filing of any registration statement under the
Securities Act, in connection with a public offering of shares of Common Stock (including, but not
limited to, registration statements relating to secondary offerings of securities of the Company
but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially
similar form), or of any employee stock option, stock purchase or compensation plan or of
securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii)
otherwise relating to any employee, benefit plan or corporate reorganization or other transactions
covered by Rule 145 promulgated under the Securities Act, (iii) on any registration form which does
not permit secondary sales or does not include
substantially the same information as would be required to be included in a registration
statement covering the resale of the Registrable Securities, or (iv) relating to the Escrowed
Shares (as defined in the PPM)) and will afford each Investor an opportunity to include in such
registration statement all or part of the Registrable Securities held by such Investor. In the
event an Investor desires to include in any such registration statement all or any part of the
Registrable Securities held by such Investor, the Investor shall within ten (10) days after the
above-described notice from the Company, so notify the Company in writing, including the number of
such Registrable Securities such Investor wishes to include in such registration statement. If an
Investor decides not to include all of its Registrable Securities in any registration statement
thereafter filed by the Company such Investor shall nevertheless continue to have the right to
include any Registrable Securities in any subsequent registration statement or registration
statements as may be filed by the Company with respect to the offering of the securities, all upon
the terms and conditions set forth herein.


 


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1.3 Obligations of the Company. Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously as reasonably
possible:



(a) Prepare and file with the Commission a registration statement with respect to such
Registrable Securities and use commercially reasonable efforts to cause such registration statement
to become effective and to keep such registration statement effective during the Effectiveness
Period;



(b) Prepare and file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement;



(c) Furnish to the Investors such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such other documents as
they may reasonably request in order to facilitate the disposition of Registrable Securities owned
by them (provided that the Company would not be required to print such prospectuses if readily
available to Investors from any electronic service, such as on the EDGAR filing database maintained
at www.sec.gov);



(d) Use commercially reasonable efforts to register and qualify the securities covered by such
registration statement under such other securities’ or blue sky laws of such jurisdictions as shall
be reasonably requested by the Investors; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions;



(e) In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of
such offering (each Investor participating in such underwriting shall also enter into and perform
its obligations under such an agreement);



(f) Promptly notify each Investor holding Registrable Securities covered by such registration
statement at any time when a prospectus relating thereto is required to be delivered under the
Securities Act, within one business day, (i) of the effectiveness of such registration statement,
or (ii) of the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing;


 


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(g) Cause all such Registrable Securities registered pursuant hereto to be listed on each
securities exchange or nationally recognized quotation system on which similar securities issued by
the Company are then listed; and



(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the
effective date of such registration.



1.4 Furnish Information. It shall be a condition precedent to the Company’s
obligations to take any action pursuant to this Section 1 with respect to the Registrable
Securities of any selling Investor that such Investor shall furnish to the Company such information
regarding such Investor, the Registrable Securities held by such Investor, and the intended method
of disposition of such securities in the form attached to this Agreement as Annex B, or as
otherwise reasonably required by the Company or the managing underwriters, if any, to effect the
registration of such Investor’s Registrable Securities.



1.5 Delay of Registration. No Investor shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result of any controversy
that might arise with respect to the interpretation or implementation of this Section 1.



1.6 Indemnification.



(a) To the extent permitted by law, the Company will indemnify and hold harmless each
Investor, any underwriter (as defined in the Securities Act) for such Investor and each person, if
any, who controls such Investor or underwriter within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which any of
the foregoing persons may become subject under the Securities Act, the Exchange Act or other
federal or state securities law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following statements, omissions or
violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue
statement of a material fact contained in a registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or supplements thereto
(collectively, the “Filings”), (ii) the omission or alleged omission to state in the
Filings a material fact required to be stated therein, or necessary to make the statements therein
not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law; and the Company will pay any legal or
other expenses reasonably incurred by any person to be indemnified pursuant to this Section 1.6(a)
in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section
1.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Company (which consent shall not
be unreasonably withheld), nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is based upon a Violation
that occurs in reliance upon and in conformity with written information furnished expressly for use
in connection with such registration by any such Investor, underwriter or controlling person.


 


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(b) To the extent permitted by law, each Investor will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the registration statement,
each person, if any, who controls the Company within the meaning of the Securities Act or the
Exchange Act, any underwriter, any other Investor selling securities in such registration statement
and any controlling person of any such underwriter or other Investor, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing persons may become subject
under the Securities Act, the Exchange Act or other federal or state securities law, insofar as
such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the extent) that such Violation
occurs in reliance upon and in conformity with written information furnished by such Investor
expressly for use in connection with such registration; and each such Investor will pay any legal
or other expenses reasonably incurred by any person to be indemnified pursuant to this Section
1.6(b) in connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this Section
1.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Investor (which consent shall not
be unreasonably withheld); provided, however, in no event shall any indemnity under
this subsection 1.6(b) exceed the net proceeds received by such Investor upon the sale of the
Registrable Securities giving rise to such indemnification obligation.



(c) Promptly after receipt by an indemnified party under this Section 1.6 of notice of the
commencement of any action (including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this Section 1.6,
deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties that may be represented without
conflict by one counsel) shall have the right to retain one separate counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party represented by such counsel
in such proceeding. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to the indemnified party
under this Section 1.6, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party otherwise than under
this Section 1.6.


 


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(d) If the indemnification provided for in Sections 1.6(a) and (b) is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim,
damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or expense in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the indemnified party
on the other in connection with the statements or omissions or alleged statements or omissions that
resulted in such loss, liability, claim or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact relates to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. In no event shall any Investor be required to contribute an
amount in excess of the net proceeds received by such Investor upon the sale of the Registrable
Securities giving rise to such indemnification obligation.



(e) The obligations of the Company and Investors under this Section 1.6 shall survive the
completion of any offering of Registrable Securities in a registration statement under this Section
1, and otherwise.



1.7 Reports Under Securities Exchange Act. With a view to making available the
benefits of certain rules and regulations of the Commission, including Rule 144, that may at any
time permit an Investor to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-1, the Company agrees to:



(a) make and keep public information available, as those terms are understood and defined in
Rule 144, at all times after ninety (90) days after the Trigger Date;



(b) take such action, including the voluntary registration of its Common Stock under Section
12 of the Exchange Act, as is necessary to enable the Investors to utilize Form S-1 for the sale of
their Registrable Securities, such action to be taken as soon as practicable after the end of the
fiscal year in which the registration statement is declared effective;



(c) file with the Commission in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act; and



(d) furnish to any Investor, so long as the Investor owns any Registrable Securities,
forthwith upon request (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144 (at any time after ninety (90) calendar days after the Trigger
Date), the Securities Act and the Exchange Act (at any time after it has become subject to such
reporting requirements), or that it qualifies as a registrant whose securities may be resold
pursuant to Form S-1 (at any time after it so qualifies), (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 Investor of any rule or
regulation of the Commission that permits the selling of any such securities without registration
or pursuant to such form.


 


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1.8 Transfer or Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 1 may be transferred or assigned, but only
with all related obligations, by an Investor to a transferee or assignee who (a) acquires at least
25,000 Shares and Warrants to acquire at least 12,500 Shares (subject to appropriate adjustment for
stock splits, stock dividends and combinations) from such transferring Investor, unless waived in
writing by the Company, or (b) holds Registrable Securities immediately prior to such transfer or
assignment; provided, that in the case of (a), (i) prior to such transfer or assignment, the
Company is furnished with written notice stating the name and address of such transferee or
assignee and identifying the securities with respect to which such registration rights are being
transferred or assigned, (ii) such transferee or assignee agrees in writing to be bound by and
subject to the terms and conditions of this Agreement and (iii) such transfer or assignment shall
be effective only if immediately following such transfer or assignment the further disposition of
such securities by the transferee or assignee is restricted under the Securities Act.


2. Legend.




(a) Each certificate representing Shares of Common Stock held by the Investors shall be
endorsed with the following legend:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE WITH RESPECT TO SUCH
TRANSFER. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS.”



(b) The legend set forth above shall be removed, and the Company shall issue a certificate
without such legend to the transferee of the Shares represented thereby, if, unless otherwise
required by state securities laws, (i) such Shares have been sold under an effective registration
statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer,
such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company,
to the effect that such sale, assignment or transfer is being made pursuant to an exemption from
the registration requirements of the Securities Act, or (iii) such holder provides the Company with
reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144
or Rule 144A under the Securities Act.


3. Miscellaneous.




3.1 Governing Law. The parties hereby agree that any dispute which may arise between
them arising out of or in connection with this Agreement shall be adjudicated only before a federal
court located in the State of New York and they hereby submit to the exclusive jurisdiction of the
federal and state courts of the State of New York with respect to any action or
legal proceeding commenced by any party, and irrevocably waive any objection they now or
hereafter may have respecting the venue of any such action or proceeding brought in such a court or
respecting the fact that such court is an inconvenient forum, relating to or arising out of this
Agreement or any acts or omissions relating to the registration of the securities hereunder, and
consent to the service of process in any such action or legal proceeding by means of registered or
certified mail, return receipt requested, in care of the address set forth below or such other
address as the undersigned shall furnish in writing to the other.


 


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3.2 Waivers and Amendments. This Agreement may be terminated and any term of this
Agreement may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) with the written consent of the Company and Investors holding at
least a majority of the Registrable Securities then outstanding (the “Majority Investors”).
Notwithstanding the foregoing, additional parties may be added as Investors under this Agreement,
and the definition of Registrable Securities expanded, with the written consent of the Company and
the Majority Investors. No such amendment or waiver shall reduce the aforesaid percentage of the
Registrable Securities, the holders of which are required to consent to any termination, amendment
or waiver without the consent of the record holders of all of the Registrable Securities. Any
termination, amendment or waiver effected in accordance with this Section 3.2 shall be binding upon
each holder of Registrable Securities then outstanding, each future holder of all such Registrable
Securities and the Company.



3.3 Successors and Assigns. Except as otherwise expressly provided herein, the
provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto.



3.4 Entire Agreement. This Agreement constitutes the full and entire understanding
and agreement among the parties with regard to the subject matter hereof, and no party shall be
liable or bound to any other party in any manner by any warranties, representations or covenants
except as specifically set forth herein.



3.5 Notices. All notices and other communications required or permitted under this
Agreement shall be in writing and shall be delivered personally by hand or by overnight courier,
mailed by United States first-class mail, postage prepaid, sent by facsimile or sent by electronic
mail directed (a) if to an Investor, at such Investor’s address, facsimile number or electronic
mail address set forth in the Company’s records, or at such other address, facsimile number or
electronic mail address as such Investor may designate by ten (10) days’ advance written notice to
the other parties hereto or (b) if to the Company, to its address, facsimile number or electronic
mail address set forth on its signature page to this Agreement and directed to the attention of
Michael Whaley, Chief Financial Officer, or at such other address, facsimile number or electronic
mail address as the Company may designate by ten (10) days’ advance written notice to the other
parties hereto. All such notices and other communications shall be effective or deemed given upon
delivery, on the date that is three (3) days following the date of mailing, upon confirmation of
facsimile transfer or upon confirmation of electronic mail delivery.



3.6 Interpretation. The words “include,” “includes” and “including” when used herein
shall be deemed in each case to be followed by the words “without limitation.” The titles
and subtitles used in this Agreement are used for convenience only and are not considered in
construing or interpreting this Agreement.



3.7 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement, and the
balance of the Agreement shall be interpreted as if such provision were so excluded, and shall be
enforceable in accordance with its terms.


 


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3.8 Independent Nature of Investors’ Obligations and Rights. The obligations of each
Investor hereunder are several and not joint with the obligations of any other Investor hereunder,
and no Investor shall be responsible in any way for the performance of the obligations of any other
Investor hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Investors are in any way acting in concert with respect to
such obligations or the transactions contemplated by this Agreement. Each Investor shall be
entitled to protect and enforce its rights, including without limitation the rights arising out of
this Agreement, and it shall not be necessary for any other Investor to be joined as an additional
party in any proceeding for such purpose.



3.9 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one instrument.



3.10 Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of
this Agreement may be executed by one or more parties hereto, and an executed copy of this
Agreement may be delivered by one or more parties hereto by facsimile or similar electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original of this Agreement
as well as any facsimile, telecopy or other reproduction hereof.



[SIGNATURE PAGE FOLLOWS]




 


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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, as of the date, month and year first set forth above.



	 	 	 	 	 
	 	“Company”





GENESIS FLUID SOLUTIONS HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for notice:




6660 Delmonico Drive

Suite 242-D

Colorado Springs, Colorado 80919




[COMPANY SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





 


 









 








IN WITNESS WHEREOF, the undersigned Investor has executed this Agreement as of the date, month
and year that such Investor became the owner of Registrable Securities.




	 	 	 	 	 
	 	“Investor”	 
	 		 
	 	 	 
	 		 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	Telephone:
 _______________________________ 
	 	 
	 
	 	 	 	 
	 

	 	Facsimile:
 _______________________________ 
	 	 
	 
	 	 	 	 
	 

	 	Email:
 _______________________________ 
	 	 






[INVESTOR COUNTERPART SIGNATURE PAGE TO

REGISTRATION RIGHTS AGREEMENT]




 


 









 







Annex A




Plan of Distribution




Each selling stockholder of the common stock and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock on
the [NAME OF PRINCIPAL TRADING MARKET] or any other stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be at fixed or negotiated
prices. A selling stockholder may use any one or more of the following methods when selling shares:




	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;

	 
	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;

	 
	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;

	 
	 	•	 	an exchange distribution in accordance with the rules of the applicable exchange;

	 
	 	•	 	privately negotiated transactions;

	 
	 	•	 	settlement of short sales entered into after the effective date of the registration
statement of which this prospectus is a part;

	 
	 	•	 	broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;

	 
	 	•	 	through the writing or settlement of options or other hedging transactions, whether
through an options exchange or otherwise;

	 
	 	•	 	a combination of any such methods of sale; or

	 
	 	•	 	any other method permitted pursuant to applicable law.






The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933,
as amended, if available, rather than under this prospectus.



Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this
prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with FINRA IM-2440.


 


 









 





In connection with the sale of the common stock or interests therein, the selling stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers
that in turn may sell these securities. The selling stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the creation of one or
more derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).



The selling stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as
amended, in connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act of 1933, as amended. Each
selling stockholder has informed us that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the common stock. In no event
shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed
eight percent (8%).



We are required to pay certain fees and expenses incurred by us incident to the registration
of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims,
damages and liabilities, including liabilities under the Securities Act of 1933, as amended.



Because selling stockholders may be deemed to be “underwriters” within the meaning of the
Securities Act of 1933, as amended, they will be subject to the prospectus delivery requirements of
the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of
1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no
underwriter or coordinating broker acting in connection with the proposed sale of the resale shares
by the selling stockholders.



We agreed to keep this prospectus effective until the earlier of (i) the date on which the
shares may be resold by the selling stockholders without registration and without the requirement
to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to
Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be sold only through
registered or licensed brokers or dealers if required under applicable state securities laws. In
addition, in certain states, the resale shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.


 


 









 





Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended,
any person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the common stock for the applicable
restricted period, as defined in Regulation M, prior to the commencement of the distribution. In
addition, the selling stockholders will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M,
which may limit the timing of purchases and sales of shares of the common stock by the selling
stockholders or any other person. We will make copies of this prospectus available to the selling
stockholders and have informed them of the need to deliver a copy of this prospectus to each
purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the
Securities Act of 1933, as amended).


 


 









 





Annex B




GENESIS FLUID SOLUTIONS HOLDINGS, INC.




Selling Securityholder Notice and Questionnaire



The undersigned beneficial owner of common stock (the “Registrable Securities”) of Genesis
Fluid Solutions Holdings, Inc., a Delaware corporation (the “Company”), understands that
the Company has filed or intends to file with the Securities and Exchange Commission (the
“Commission”) a registration statement (the “Registration Statement”) for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended (the
“Securities Act”), of the Registrable Securities, in accordance with the terms of the
Registration Rights Agreement (the “Registration Rights Agreement”) to which this document
is annexed. A copy of the Registration Rights Agreement is available from the Company upon request
at the address set forth below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Rights Agreement.



Certain legal consequences arise from being named as a selling securityholder in the Registration
Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of
being named or not being named as a selling securityholder in the Registration Statement and the
related prospectus.




NOTICE



The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities
hereby elects to include the Registrable Securities owned by it in the Registration Statement.



The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate:




QUESTIONNAIRE



1. Name.



(a) Full Legal Name of Selling Securityholder



 




(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable
Securities are held:



 




(c) Full Legal Name of Natural Control Person (which means a natural person who directly or
indirectly alone or with others has power to vote or dispose of the securities covered by this
Questionnaire):





 


 









 







2. Address for Notices to Selling Securityholder:



 




 




 




Telephone:



Fax:



Contact Person:




3. Broker-Dealer Status:



(a) Are you a broker-dealer?




Yes o     No o


(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for
investment banking services to the Company?




Yes o     No o


Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified
as an underwriter in the Registration Statement.



(c) Are you an affiliate of a broker-dealer?




Yes o     No o


(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable
Securities in the ordinary course of business, and at the time of the purchase of the Registrable
Securities to be resold, you had no agreements or understandings, directly or indirectly, with any
person to distribute the Registrable Securities?




Yes o     No o


Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified
as an underwriter in the Registration Statement.




4. Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder.



Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner
of any securities of the Company other than the securities issuable pursuant to the Purchase
Agreement.




 


 









 






(a) Type and Amount of other securities beneficially owned by the Selling Securityholder:



 




 





5. Relationships with the Company:



Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors
or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has
held any position or office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.



State any exceptions here:



 




 




The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof at any time while the
Registration Statement remains effective.



By signing below, the undersigned consents to the disclosure of the information contained herein in
its answers to Items 1 through 5 and the inclusion of such information in the Registration
Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related prospectus.



IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.




Date:




	 	 	 	 	 
	 	Beneficial Owner:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL
BY OVERNIGHT MAIL, TO:




Genesis Fluid Solutions, Inc.

6660 Delmonico Drive, Suite 242-D

Colorado Springs, CO 80919

Fax: (___) __-____