Exhibit 10.2





Exhibit 10.2




WARRANT




					
	 	 	 	 	 
	NO.
 _____ 

	 	GENESIS FLUID SOLUTIONS HOLDINGS, INC.
	 	                     Shares






WARRANT TO PURCHASE COMMON STOCK




VOID AFTER 5:30 P.M., EASTERN

TIME, ON THE EXPIRATION DATE




THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR
QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.



FOR VALUE RECEIVED, GENESIS FLUID SOLUTIONS HOLDINGS, INC., a Delaware corporation (the
“Company”), hereby agrees to sell upon the terms and on the conditions hereinafter set
forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined)
to                      or registered assigns (the “Holder”), under the terms as hereinafter
set forth,                      (                    ) fully paid and non-assessable shares of the Company’s
Common Stock, par value $0.001 per share (the “Warrant Stock”), at a purchase price of TWO
DOLLARS ($2.00) per share (the “Warrant Price”), pursuant to this warrant (this
“Warrant”). The number of shares of Warrant Stock to be so issued and the Warrant Price
are subject to adjustment in certain events as hereinafter set forth. The term “Common
Stock” shall mean, when used herein, unless the context otherwise requires, the stock and other
securities and property at the time receivable upon the exercise of this Warrant.




1. Exercise of Warrant.



a. The Holder may exercise this Warrant according to its terms by surrendering this Warrant to
the Company at the address set forth in Section 9, the Notice of Exercise attached hereto having
then been duly executed by the Holder, accompanied by cash, certified check or bank draft in
payment of the purchase price, in lawful money of the United States of America, for the number of
shares of the Warrant Stock specified in the Notice of Exercise, or as otherwise provided in this
Warrant, prior to 5:30 p.m., Eastern Time, on                     , 2012 (the “Expiration
Date”).



b. Notwithstanding anything contained herein to the contrary, if at any time after twelve (12)
months from the date of issuance of this Warrant there is no effective registration statement
registering, or no current prospectus available for, the resale of all of the shares of Warrant
Stock issuable hereunder, then the Holder may, in its sole discretion, exercise this Warrant in
whole or in part by means of a “cashless exercise” in lieu of making a cash
payment, and the Holder shall then be entitled to receive a certificate for the number of
shares of Warrant Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


 









 






	 	(A) = 	 	VWAP (as defined below) on the business day immediately preceding the date of such
election;

	 
	 	(B) = 	 	the Warrant Price of this Warrant, as adjusted; and

	 
	 	(X) = 	 	the number of shares of Warrant Stock issuable upon exercise of this Warrant in
accordance with the terms of this Warrant by means of a cash exercise rather than a cashless
exercise.






For purposes of this Warrant, “VWAP” means, for any date, the price determined by the
first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a
Trading Market (as defined below), the daily volume weighted average price of the Common Stock for
the ten (10) trading days prior to such date (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a
Trading Day from 9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the OTC
Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for
the ten (10) trading days prior to such date (or the nearest preceding date) on the OTC Bulletin
Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices
for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a
similar organization or agency succeeding to its functions of reporting prices), the average bid
price per share of the Common Stock so reported for the twenty (20) trading days prior to such
date; or (d) in all other cases, the fair market value of a share of Common Stock as determined in
good faith by the Company’s board of directors. For purposes of this Warrant, “Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the New York Stock Exchange, NYSE Amex, NASDAQ Capital Market,
NASDAQ Global Market, NASDAQ Global Select Market, or OTC Bulletin Board.



c. This Warrant may be exercised in whole or in part so long as any exercise in part hereof
would not involve the issuance of fractional shares of Warrant Stock. If exercised in part, the
Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder,
evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant has
not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or
President and the Secretary or Assistant Secretary of the Company. The term Warrant as used herein
shall include any subsequent Warrant issued as provided herein.



d. No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of this Warrant. The Company shall pay cash in lieu of fractions with respect to the
Warrants based upon the fair market value of such fractional shares of Common Stock (which shall be
the closing price of such shares on the exchange or market on which the Common Stock is then
traded) at the time of exercise of this Warrant.


 


-2-









 





e. In the event of any exercise of the rights represented by this Warrant, a certificate or
certificates for the Warrant Stock so purchased, registered in the name of the Holder,
shall be delivered to the Holder within a reasonable time after such rights shall have been so
exercised. The person or entity in whose name any certificate for the Warrant Stock is issued upon
exercise of the rights represented by this Warrant shall for all purposes be deemed to have become
the holder of record of such shares immediately prior to the close of business on the date on which
the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made,
irrespective of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the opening of business on the
next succeeding date on which the stock transfer books are open. The Company shall pay any and all
documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of
shares of Common Stock on exercise of this Warrant.




2. Disposition of Warrant Stock and Warrant.



a. The Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant
hereto are, as of the date hereof, not registered: (i) under the Securities Act of 1933, as amended
(the “Act”), on the ground that the issuance of this Warrant is exempt from registration
under Section 4(2) of the Act as not involving any public offering or (ii) under any applicable
state securities law because the issuance of this Warrant does not involve any public offering; and
that the Company’s reliance on the Section 4(2) exemption of the Act and under applicable state
securities laws is predicated in part on the representations hereby made to the Company by the
Holder that it is acquiring this Warrant and will acquire the Warrant Stock for investment for its
own account, with no present intention of dividing its participation with others or reselling or
otherwise distributing the same, subject, nevertheless, to any requirement of law that the
disposition of its property shall at all times be within its control.



The Holder hereby agrees that it will not sell or transfer all or any part of this Warrant
and/or Warrant Stock unless and until it shall first have given notice to the Company describing
such sale or transfer and furnished to the Company either (i) an opinion, reasonably satisfactory
to counsel for the Company, of counsel (skilled in securities matters, selected by the Holder and
reasonably satisfactory to the Company) to the effect that the proposed sale or transfer may be
made without registration under the Act and without registration or qualification under any state
law, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect
that no enforcement action will be recommended if the proposed sale or transfer is made without
registration under the Act.



b. If, at the time of issuance of the shares issuable upon exercise of this Warrant, no
registration statement is in effect with respect to such shares under applicable provisions of the
Act, the Company may at its election require that the Holder provide the Company with written
reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the
Holder of a surrendered Warrant shall bear legends reading substantially as follows:




“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS
CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”


 


-3-









 





In addition, so long as the foregoing legend may remain on any stock certificate delivered to the
Holder, the Company may maintain appropriate “stop transfer” orders with respect to such
certificates and the shares represented thereby on its books and records and with those to whom it
may delegate registrar and transfer functions.



3. Reservation of Shares. The Company hereby agrees that at all times there shall be
reserved for issuance upon the exercise of this Warrant such number of shares of its Common Stock
as shall be required for issuance upon exercise of this Warrant. The Company further agrees that
all shares which may be issued upon the exercise of the rights represented by this Warrant will be
duly authorized and will, upon issuance and against payment of the exercise price, be validly
issued, fully paid and non-assessable, free from all taxes, liens, charges and preemptive rights
with respect to the issuance thereof, other than taxes, if any, in respect of any transfer
occurring contemporaneously with such issuance and other than transfer restrictions imposed by
federal and state securities laws.



4. Exchange, Transfer or Assignment of Warrant. This Warrant is exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at
the office of its stock transfer agent, if any, for other Warrants of different denominations,
entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office
of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and
funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a
new Warrant in the name of the assignee named in such instrument of assignment and this Warrant
shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry
the same rights upon presentation hereof at the office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying the names and denominations in
which new Warrants are to be issued and signed by the Holder hereof.




5. Capital Adjustments. This Warrant is subject to the following further provisions:



a. Adjustment Upon Issuance of Common Stock. If and whenever on or after the date
hereof and through the earlier to occur of (i) first anniversary of the date hereof and (ii) date
that there is an effective registration statement on file with the Securities and Exchange
Commission covering the resale of all of the shares of Warrant Stock and all of the shares of
Common Stock issued in the Offering (as defined in the Company’s Confidential Private Placement
Memorandum dated June 25, 2009, as supplemented to date), the Company issues or sells any shares of
Common Stock or securities convertible into Common Stock, other than an Exempt Issuance (as defined
below), for a consideration per share of Common Stock (the “New Issuance Price”) less than
a price equal to $1.00 (subject to appropriate adjustment for any stock dividend, stock split,
stock combination, reclassification or similar transaction after the date hereof) (a “Dilutive
Issuance”), then immediately after such Dilutive Issuance, the Warrant Price then in effect
shall be reduced to an amount equal to the New Issuance Price multiplied by 2. For



 


-4-









 






purposes of this Warrant, “Exempt Issuance” shall mean the issuance of (a) shares of
Common Stock or options to employees, officers, directors, or consultants of the Company pursuant
to any stock or option plan duly adopted for such purpose by a majority of the non-employee members
of the Board of Directors of the Company or a majority of the members of a committee of
non-employee directors, (b) securities upon the exercise or exchange of or conversion of any
securities issued hereunder and/or other securities exercisable or exchangeable for or convertible
into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such
securities have not been amended since the date of this Warrant to increase the number of such
securities or to decrease the exercise, exchange or conversion price of such securities; and (c)
securities issued pursuant to acquisitions or strategic transactions approved by a majority of the
disinterested directors of the Company, provided that any such issuance shall only be to a person
which is either an owner of, or an entity that is, itself or through its subsidiaries, an operating
company in a business synergistic with the business of the Company and in which the Company
receives benefits in addition to the investment of funds, but shall not include a transaction in
which the Company is issuing securities primarily for the purpose of raising capital or to an
entity whose primary business is investing in securities.



b. Recapitalization, Reclassification and Succession. If any recapitalization of the
Company or reclassification of its Common Stock or any merger or consolidation of the Company into
or with a corporation or other business entity, or the sale or transfer of all or substantially all
of the Company’s assets or of any successor corporation’s assets to any other corporation or
business entity (any such corporation or other business entity being included within the meaning of
the term “successor corporation”) shall be effected, at any time while this Warrant remains
outstanding and unexpired, then, as a condition of such recapitalization, reclassification, merger,
consolidation, sale or transfer, lawful and adequate provision shall be made whereby the Holder of
this Warrant thereafter shall have the right to receive upon the exercise hereof as provided in
Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable upon the
exercise of this Warrant, such shares of capital stock, securities or other property as may be
issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock
equal to the number of shares of Common Stock immediately theretofore issuable upon the exercise of
this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer
not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares
of stock or other securities or property receivable upon the exercise of this Warrant after such
consummation.



c. Subdivision or Combination of Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the number
of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall be
proportionately adjusted.



d. Stock Dividends and Distributions. If the Company at any time while this Warrant
is outstanding and unexpired shall issue or pay the holders of its Common Stock, or take a record
of the holders of its Common Stock for the purpose of entitling them to receive, a dividend payable
in, or other distribution of, Common Stock, then (i) the Warrant Price shall be adjusted in
accordance with Section 5(f) and (ii) the number of shares of Warrant Stock purchasable upon
exercise of this Warrant shall be adjusted to the number of shares of Common
Stock that the Holder would have owned immediately following such action had this Warrant been
exercised immediately prior thereto.


 


-5-









 





e. Stock and Rights Offering to Shareholders. If the Company shall at any time after
the date of issuance of this Warrant distribute to all holders of its Common Stock any shares of
capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets
(excluding cash dividends or distributions paid from retained earnings or current year’s or prior
year’s earnings of the Company) or rights or warrants to subscribe for or purchase any of its
securities (excluding those referred to in the immediately preceding paragraph) (any of the
foregoing being hereinafter in this paragraph called the “Securities”), then in each such case, the
Company shall reserve shares or other units of such Securities for distribution to the Holder upon
exercise of this Warrant so that, in addition to the shares of the Common Stock to which such
Holder is entitled, such Holder will receive upon such exercise the amount and kind of such
Securities which such Holder would have received if the Holder had, immediately prior to the record
date for the distribution of the Securities, exercised this Warrant.



f. Warrant Price Adjustment. Except as otherwise provided herein, whenever the number
of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein
provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that
price determined by multiplying the Warrant Price immediately prior to such adjustment by a
fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon
exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which
shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant
immediately thereafter.



g. Certain Shares Excluded. The number of shares of Common Stock outstanding at any
given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares
then directly or indirectly held in the treasury of the Company.



h. Deferral and Cumulation of De Minimis Adjustments. The Company shall not be
required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would
be less than one percent (1%) of the Warrant Price in effect immediately before the event that
would otherwise have given rise to such adjustment. In such case, however, any adjustment that
would otherwise have been required to be made shall be made at the time of and together with the
next subsequent adjustment which, together with any adjustment or adjustments so carried forward,
shall amount to not less than one percent (1%) of the Warrant Price in effect immediately before
the event giving rise to such next subsequent adjustment.



i. Duration of Adjustment. Following each computation or readjustment as provided in
this Section 5, the new adjusted Warrant Price and number of shares of Warrant Stock purchasable
upon exercise of this Warrant shall remain in effect until a further computation or readjustment
thereof is required.


 


-6-









 





6. Call Right. Subject to the provisions of Section 7, this Warrant may be redeemed
prior to the Expiration Date, at the option of the Company, at a price of $0.001 per share of
Warrant Stock (“Redemption Price”), upon not less than 10 days prior written notice
(“Redemption Period”) to the Holder notifying Holder of the Company’s intent to exercise
such right and setting forth a time and date for such redemption; provided,
however, that no redemption under this Section 6 may occur unless (i) the Company’s Common
Stock has had a per share closing sales price of at least $3.50 for twenty (20) consecutive trading
days and (ii) at the date of the redemption notice and during the entire Redemption Period there is
an effective registration statement covering the resale of the Warrant Stock. This Warrant may be
exercised by the Holder, for cash, at any time after notice of redemption has been given by the
Company and prior to the time and date fixed for redemption, and the other provisions of this
Warrant shall remain in full force and effect through and including the redemption date. On and
after the redemption date, the Holder shall have no further rights except to receive, upon
surrender of this Warrant, the Redemption Price.



7. Limitation on Exercises. The Company shall not affect the exercise of this
Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after
giving effect to such exercise, the Holder (together with such Holder’s affiliates) would
beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after
giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
shares of Common Stock beneficially owned by such Holder and its affiliates shall include the
number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude shares of Common Stock which would
be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Holder and its affiliates and (B) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such Person and
its affiliates (including, without limitation, any convertible notes or convertible preferred stock
or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. To the extent that the limitation contained in this Section 6
applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any affiliate) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of
Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any affiliate) and of which
portion of this Warrant is exercisable, in each case subject to such aggregate percentage
limitation, and the Company shall have no obligation to verify or confirm the accuracy of the
determination. For purposes of this Warrant, in determining the number of outstanding shares of
Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public
filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company setting forth the number of
shares of Common Stock outstanding. For any reason at any time, upon the written or oral request
of the Holder, the Company shall within one (1) business day confirm orally and in writing to the
Holder the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to the conversion or
exercise of securities of the Company, including this Warrant, by the Holder and its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The
restriction described in this Section 6 may be waived, in whole or in part, upon sixty-one (61)
days prior notice from the Holder to the
Company to increase such percentage up to 9.99%, but not in excess of 9.99%. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 6 to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended beneficial ownership limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such
limitation.


 


-7-









 






8. Notice to Holders.




a. Notice of Record Date. In case:




(i) the Company shall take a record of the holders of its Common Stock (or other stock or
securities at the time receivable upon the exercise of this Warrant) for the purpose of
entitling them to receive any dividend (other than a cash dividend payable out of earned
surplus of the Company) or other distribution, or any right to subscribe for or purchase any
 shares of stock of any class or any other securities, or to receive any other right;




(ii) of any capital reorganization of the Company, any reclassification of the capital stock
of the Company, any consolidation with or merger of the Company into another corporation, or
any conveyance of all or substantially all of the assets of the Company to another
corporation; or




(iii) of any voluntary dissolution, liquidation or winding-up of the Company;



then, and in each such case, the Company will mail or cause to be mailed to the Holder hereof at
the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to
be taken for the purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to
take place, and the time, if any, is to be fixed, as of which the holders of record of Common Stock
(or such stock or securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution or winding-up. Such notice shall be mailed at least thirty (30)
days prior to the record date therein specified, or if no record date shall have been specified
therein, at least thirty (30) days prior to such specified date, provided, however, failure to
provide any such notice shall not affect the validity of such transaction.



b. Certificate of Adjustment. Whenever any adjustment shall be made pursuant to
Section 5 hereof, the Company shall promptly make a certificate signed by its Chairman, Chief
Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth
in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method
by which such adjustment was calculated and the Warrant Price and number of shares of Warrant Stock
purchasable upon exercise of this Warrant after giving effect to such adjustment, and shall
promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid) to
the Holder of this Warrant.


 


-8-









 





9. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of evidence
satisfactory to it, in the exercise of its reasonable discretion, of the ownership and the loss,
theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and
cancellation thereof, the Company will execute and deliver in lieu thereof, without expense to the
Holder, a new Warrant of like tenor dated the date hereof.



10. Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not
be entitled by reason of this Warrant to any rights whatsoever as a stockholder of the Company.



11. Notices. Any notice required or contemplated by this Warrant shall be deemed to
have been duly given if transmitted by registered or certified mail, return receipt requested, or
nationally recognized overnight delivery service, to the Company at its principal executive offices
located at 6660 Delmonico Drive, Suite 242-D, Colorado Springs, Colorado 80919, Attention: Michael
Whaley, Chief Financial Officer, or to the Holder at the name and address set forth in the Warrant
Register maintained by the Company.



12. Choice of Law. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.



13. Jurisdiction and Venue. The Company and Holder hereby agree that any dispute
which may arise between them arising out of or in connection with this Warrant shall be adjudicated
before a court located in New York County, New York and they hereby submit to the exclusive
jurisdiction of the federal and state courts of the State of York located in New York County 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 Warrant or any acts or omissions relating to the sale 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 herein or
such other address as either party shall furnish in writing to the other.



[SIGNATURE PAGE FOLLOWS]




 


-9-









 







IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in
its corporate name and by its duly authorized officers, as of this
 _____ 
day of                     ,
2009.



	 	 	 	 	 
	 	GENESIS FLUID SOLUTIONS HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


-10-









 





	 	 	 	 	 



NOTICE OF EXERCISE





	TO: 	 	Genesis Fluid Solutions Holdings, Inc.

6660 Delmonico Drive

Suite 242-D

Colorado Springs, Colorado 80919

Attn: Chief Financial Officer

Tel: (719) 359-5215

Fax: (719) 576-0370






(1) The undersigned hereby elects to purchase                      shares of Warrant Stock of the
Company pursuant to the terms of the attached Warrant to Purchase Common Stock, and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if
any.




(2) Payment shall take the form of (check applicable box):





o     in lawful money of the United States; or




o     if permitted, the cancellation of
 _____ 
shares of Warrant Stock in order to
exercise this Warrant with respect to
 _____ 
shares of Warrant Stock (using a VWAP of
$______ 
for this calculation), in accordance with the formula and procedure set forth in
subsection 1(b).





o    
if permitted, the cancellation of such number of shares of Warrant Stock as is
necessary, in accordance with the formula and procedure set forth in subsection 1(b), to
exercise this Warrant with respect to the maximum number of shares of Warrant Stock
purchasable pursuant to a cashless exercise.



(3) Please issue a certificate or certificates representing said shares of Warrant Stock in
the name of the undersigned or in such other name as is specified below:




 




The shares of Warrant Stock shall be delivered to the following DWAC Account Number, if
permitted, or by physical delivery of a certificate to:




 





 





 




(4) Accredited Investor. The undersigned is an “accredited investor” as defined in
Regulation D promulgated under the Securities Act of 1933, as amended.


 


-11-









 





[SIGNATURE OF HOLDER]




Name of
Investing Entity:  





Signature of Authorized Signatory of Investing Entity:  





Name and
Title of Authorized Signatory:  





Date:  




 


-12-









 





ASSIGNMENT FORM




(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)




FOR VALUE RECEIVED, all of or                      shares of the foregoing Warrant and all
rights evidenced thereby are hereby assigned to



whose address is
 




 




 




Dated:                     ,         




Holder’s Name:  





Holder’s Signature:  





Name and Title of Signatory:  





Holder’s Address:  





Signature
Guaranteed:  





NOTE: The signature to this Assignment Form must correspond with the name as it appears on the
face of the Warrant, without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.




 


-13-