Exhibit 10.4





Exhibit 10.4




LOCK-UP AGREEMENT




______________, 2009




Ladies and Gentlemen:




The undersigned is a current or former director, executive officer or beneficial owner of
shares of capital stock, or securities convertible into or exercisable or exchangeable for the
capital stock (each, a “Company Security”) of Genesis Fluid Solutions, Ltd., a Colorado
corporation (the “Company”). The undersigned understands that the Company will merge with a
wholly-owned subsidiary of Genesis Fluid Solutions Holdings, Inc., a publicly traded Delaware
company (“Parent”), concurrently with a private placement by Parent of a minimum of 64
Units and a maximum of 300 Units, with each Unit (the “Units”) consisting of 25,000 shares
of common stock and a two-year detachable warrant to purchase 12,500 shares of common stock with an
exercise price of $2.00 per share, for a purchase price of $25,000 per Unit (the “Funding
Transaction”). The undersigned understands that the Company, Parent and the investors in the
Funding Transaction will proceed with the Funding Transaction in reliance on this Letter Agreement.



1. In recognition of the benefit that the Funding Transaction will confer upon the undersigned, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees, for the benefit of the Company, Parent, and each investor in
the Funding Transaction, that, during the period beginning on the closing of the Funding
Transaction (the “Closing Date”) and ending twelve (12) months after such date (the
“Lockup Period”), the undersigned will not, without the prior written consent of persons
holding a majority of the Units at such time (the “Majority Investors”), directly or
indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge,
sale of any option or contract to purchase, purchase of any option or contract of sale, grant of
any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or
dispose of (or enter into any transaction or device that is designed to, or could be expected to,
result in the disposition by any person at any time in the future), any securities of Parent (each,
a “Parent Security”), beneficially owned, within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the undersigned on the
date hereof or hereafter acquired or (ii) enter into any swap or other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership
of any Parent Security, whether any such swap or transaction described in clause (i) or (ii) above
is to be settled by delivery of any Parent Security (each of the foregoing, a “Prohibited
Sale”).




 


 









 






2. Notwithstanding the foregoing, the undersigned (and any transferee of the undersigned) may
transfer any shares of a Company Security or a Parent Security (i) as a
bona fide gift or gifts, provided that prior to such transfer the donee or donees thereof agree in
writing to be bound by the restrictions set forth herein, (ii) to any trust, partnership,
corporation or other entity formed for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that prior to such transfer a duly authorized
officer, representative or trustee of such transferee agrees in writing to be bound by the
restrictions set forth herein, and provided further that any such transfer shall not involve a
disposition for value, (iii) to non-profit organizations qualified as charitable organizations
under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) if such transfer
occurs by operation of law, such as rules of descent and distribution, statutes governing the
effects of a merger or a qualified domestic order, provided that prior to such transfer the
transferee executes an agreement stating that the transferee is receiving and holding any Company
Security or Parent Security subject to the provisions of this agreement. For purposes hereof,
“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than
first cousin. In addition, the foregoing shall not prohibit privately negotiated transactions,
provided the transferees agree, in writing, to be bound to the terms of the lock-up agreements for
the balance of the Lockup Period.



3. This Letter Agreement shall be governed by and construed in accordance with the laws of the New
York.



4. This Letter Agreement will become a binding agreement among the undersigned as of the date
hereof. In the event that no closing of the Funding Transaction occurs, this Letter Agreement
shall be null and void. This Letter Agreement (and the agreements reflected herein) may be
terminated by the mutual agreement of Parent, the Majority Investors, and the undersigned, and if
not sooner terminated, will terminate upon the expiration date of the Lockup Period. This Letter
Agreement may be duly executed by facsimile and in any number of counterparts, each of which shall
be deemed an original, and all of which together shall be deemed to constitute one and the same
instrument. Signature pages from separate identical counterparts may be combined with the same
effect as if the parties signing such signature page had signed the same counterpart. This Letter
Agreement may be modified or waived only by a separate writing signed by each of the parties hereto
expressly so modifying or waiving such agreement.




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	
 	 
	 	Print Name:	  	 
	 	 	 
	 



Address:       
               
                
                  
                                               




Number of
shares of Common Stock owned:                                           




Certificate Numbers:                                                           
                  
      



 


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	Accepted and Agreed to:



Genesis Fluid Solutions Holdings, Inc.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title: