gihcexhibit41111809.htm


    
      

      

    

    Exhibit
4.1

     

    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”)
is made and entered into as of November __, 2009, among Green Irons Holdings
Corp., a Nevada corporation (the “Company”),
and the purchaser signatory hereto (the “Purchaser”).

     

    This
Agreement is made pursuant to the Senior Secured Convertible
Promissory Note, dated as of the date hereof between the Company and the
Purchaser (the “Note”).

     

    The
Company and the Purchasers hereby agree as follows:

     

    1. Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Note shall
have the meanings given such terms in the Note.  As used in this
Agreement, the following terms shall have the following meanings:

     

    “Advice”
shall have the meaning set forth in Section 6(d).

     

    “Effectiveness
Period” shall have the meaning set forth in Section 2(a).

     

    “Filing
Date” means, with respect to the Registration Statement required
hereunder, the 60th
calendar day following the later of the date of this Agreement.

     

    “Holder”
or “Holders”
means the holder or holders, as the case may be, from time to time of
Registrable Securities.

     

    “Indemnified
Party” shall have the meaning set forth in Section 5(c).

     

    “Indemnifying
Party” shall have the meaning set forth in Section 5(c).

     

    “Losses”
shall have the meaning set forth in Section 5(a).

     

    “Plan
of Distribution” shall have the meaning set forth in Section
2(a).

     

    “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.

     

    “Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement, and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

     

    “Registrable
Securities” means all of (i) the Shares issuable pursuant to the Note,
(ii) the shares of Common Stock issuable upon exercise of the Warrants to
purchase Company Common Stock issued in connection with the Notes (the “Warrants”),
and (iii) any shares of Common Stock issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar event with
respect to the foregoing.

     

    
      
        
        

      

      
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    “Registration
Statement” means the registration statements required to be filed
hereunder, including (in each case) the Prospectus, amendments and supplements
to such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration
statement.

     

    “Rule
415” means Rule 415 promulgated by the Securities and Exchange Commission
(the “Commission”)
pursuant to the Securities Act, as such rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such rule.

     

    “Rule
424” means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same purpose and effect as such rule.

     

    “Selling
Securityholder Questionnaire” shall have the meaning set forth in Section
3(a).

     

    2. Shelf
Registration.

     

    (a)  
On or
prior to the Filing Date, the Company shall prepare and file with the Commission
a Registration Statement covering the resale of 100% of the Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule
415.  Such Registration Statement shall contain (unless otherwise
directed by the Holders of a majority of the Registrable Securities included in
such Registration Statement) the “Plan
of Distribution” section substantially in the form attached hereto as
Annex
A, with such changes as are reasonably required to respond to the actual
plan of distribution or any comments to such section by the Commission and to
comply with then applicable securities laws.  Subject to the terms of
this Agreement, the Company shall use its commercially reasonable efforts to
cause such Registration Statement to be declared effective under the Securities
Act as promptly as possible after the filing thereof, and shall use its
commercially reasonable efforts to keep such Registration Statement continuously
effective under the Securities Act until the earlier of (A) the date that is two
years after the date on which all the Shares are issued to the Holders, (B) the
date on which there ceases to be outstanding any Registrable Securities, and (C)
the date on which the Company receives an opinion from its legal counsel to the
effect that all Registrable Securities can be freely traded without the
continued effectiveness of a Registration Statement (the “Effectiveness
Period”).

     

    (b)  
The
parties hereto agree that the Company will not be required to use a Registration
Statement for any registration in which securities of the Company are sold to an
underwriter for reoffering to the public, and the Company will in no event be
required to cooperate with or pay for any such underwritten
offering.

     

    
      
        
        

      

      
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    3. Registration
Procedures.

     

    In
connection with the Company’s registration obligations hereunder, the Company
shall:

     

    (a)  
Not less
than three Trading Days prior to the filing of each Registration Statement or
any related Prospectus or any amendment or supplement thereto (including any
document that would be incorporated or deemed to be incorporated therein by
reference), the Company shall, (i) furnish to each Holder copies of the
“Principal and Selling Stockholders” and “Plan of Distribution” sections of such
Registration Statement or other documents proposed to be filed, if such sections
have been revised since the previous filing of such Registration Statement or
any amendment or supplement thereto, which documents (other than those
incorporated or deemed to be incorporated by reference) will be subject to the
review of such Holders, and (ii) cause its officers and directors, counsel and
independent certified public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel, to conduct a
reasonable investigation within the meaning of the Securities
Act.  The Company shall not file a Registration Statement or any such
Prospectus or any amendments or supplements thereto to which the Holders of a
majority of the Registrable Securities included in such Registration Statement
shall reasonably object in good faith, provided that, the Company is notified of
such objection in writing no later than two Trading Days after the Holders have
been so furnished copies of such documents.  Each Holder agrees to
furnish to the Company a completed Questionnaire in the form attached to this
Agreement as Annex B (a “Selling
Securityholder Questionnaire”) not less than ten days after written
request therefore has been made by the Company.

     

    (b)  
(i)
Prepare and file with the Commission such amendments, including post-effective
amendments, to a Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep a Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness
Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement (subject to the terms of this
Agreement), and as so supplemented or amended to be filed pursuant to Rule 424;
(iii) respond as promptly as reasonably possible to any comments received from
the Commission with respect to a Registration Statement or any amendment thereto
and, upon written request by any Holder of at least 25% of the Registrable
Securities included in such Registration Statement, as promptly as reasonably
possible provide such Holders with true and complete copies of all material
written correspondence from and to the Commission relating to a Registration
Statement; and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by a Registration Statement during the applicable
period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented.

     

    
      
        
        

      

      
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    (c)  
Use its
commercially reasonable efforts to notify the Holders (which notice shall,
pursuant to clauses (ii) through (vi) hereof, be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been made)
as promptly as reasonably possible and (if requested by any Holder of at least
25% of the Registrable Securities included in a Registration Statement) confirm
such notice in writing (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement has been filed; (B) when
the Commission notifies the Company whether there will be a “review” of such
Registration Statement and whenever the Commission comments in writing on such
Registration Statement; and (C) with respect to a Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other federal or state governmental authority
for amendments or supplements to a Registration Statement or Prospectus or for
additional information; (iii) of the issuance by the Commission or any other
federal or state governmental authority of any stop order suspending the
effectiveness of a Registration Statement covering any or all of the Registrable
Securities or the initiation of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose; (v) of the occurrence of any event or passage of
time that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in a Registration
Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires any revisions to a Registration Statement, Prospectus or other
documents so that, in the case of a Registration Statement or the Prospectus, as
the case may be, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading; and (vi) the occurrence or existence of any pending
corporate development with respect to the Company that the Company believes may
be material and that, in the determination of the Company, makes it not in the
best interest of the Company to allow continued availability of a Registration
Statement or Prospectus; provided that any and all of such information shall be
kept confidential by each Holder until such information otherwise becomes
public, unless disclosure by a Holder is required by law; provided,
further,
notwithstanding each Holder’s agreement to keep such information confidential,
the Holders make no acknowledgement that any such information is material,
non-public information.

     

    (d)  
Use its
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
the withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

     

     

    
      
        
        

      

      
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    (e)  
Furnish
to each Holder, without charge, to the extent requested in writing by such
Holder, at least one conformed copy of each such Registration Statement and each
amendment thereto, including financial statements and schedules, all documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to such Registration Statement (including those previously furnished or
incorporated by reference) promptly after the filing of such documents with the
Commission.

     

    (f)  
Promptly
deliver to each Holder, without charge, as many copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Holder may reasonably request in writing in
connection with resales by such Holder.  Subject to the terms of this
Agreement, the Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto, except after the giving on any notice
pursuant to Section 3(c).

     

    (g)  
Prior to
any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders
in connection with the registration or qualification (or exemption from the
registration or qualification) of such Registrable Securities for the resale by
the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that the Company
shall not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified, subject the Company to any material tax in
any such jurisdiction where it is not then so subject or file a general consent
to service of process in any such jurisdiction.

     

    (h)  
If
requested by a selling Holder, cooperate with such Holder to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement,
which certificates shall be free, to the extent permitted by applicable law, of
all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holder may
request.

     

    (i)  
Upon the
occurrence of any event contemplated by this Section 3, as promptly as
reasonably possible under the circumstances taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its
stockholders of the premature disclosure of such event, prepare a supplement or
amendment, including a post-effective amendment, to a Registration Statement or
a supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither a Registration Statement nor such
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  If the Company notifies the Holders in accordance
with clauses (ii) through (vi) of Section 3(c) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then
the Holders shall suspend use of such Prospectus.  The Company will
use its commercially reasonable efforts to ensure that the use of the Prospectus
may be resumed as promptly as is practicable.  The Company shall be
entitled to exercise its right under this Section 3(i) to suspend the
availability of a Registration Statement and Prospectus for a period not to
exceed 40 Trading Days (which need not be consecutive days) in any 12 month
period.

     

    
      
        
        

      

      
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    (j)  
Comply
with all applicable rules and regulations of the Commission until the end of the
Effectiveness Period.

     

    (k)  
The
Company may require each selling Holder to furnish to the Company a certified
statement as to the number of shares of Common Stock beneficially owned by such
Holder and, if required by the Commission, the Person who has voting and
dispositive control over the such shares.  The Company shall have no
obligation to keep a Prospectus usable or to give notice that a Prospectus is
not usable by a particular Holder, and the Company will have no liability for,
to the extent such Prospectus is not usable by such Holder because current
information with respect to such Holder is not included therein because such
Holder has not provided information to the Company in accordance with Section
3(a) or this Section 3(k).

     

    (l)  
Notwithstanding
any provision of this Agreement to the contrary, it shall not be a breach or
violation of any obligation of the Company hereunder if the Company fails to
take any action otherwise required hereunder because, in its reasonable
determination, such action would require the Company to disclose material,
non-public information that the Company has a bona fide business
or legal reason for not disclosing regardless of whether the Company caused such
material, non-public information to exist.

     

    
       

      
        	 	
                4. Registration
      Expenses.  

                 

                    All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to a Registration
      Statement.  The fees and expenses referred to in the foregoing
      sentence shall include, without limitation, (i) all registration and
      filing fees (including, without limitation, fees and expenses (A) with
      respect to filings required to be made with the
      NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital
      Market, the New York Stock Exchange, the American Stock Exchange, LLC, the
      OTC Bulletin Board, or the Pink OTC Markets Inc.,(as applicable,
      the Company’s “Trading
      Market”) on which the Common Stock is then listed for trading, and
      (B) in compliance with applicable state securities or Blue Sky laws
      reasonably agreed to by the Company in writing (including without
      limitation, fees and disbursements of counsel for the Company in
      connection with Blue Sky qualifications or exemptions of the Registrable
      Securities and determination of the eligibility of the Registrable
      Securities for investment under the laws of such jurisdictions as
      requested in writing by the Holders), (ii) printing expenses (including,
      without limitation, expenses of printing certificates for Registrable
      Securities and of printing prospectuses if the printing of prospectuses is
      reasonably requested by the Holders of a majority of the Registrable
      Securities included in a Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel
      for the Company, (v) Securities Act liability insurance, if the Company so
      desires such insurance, and (vi) fees and expenses of all other Persons
      retained by the Company in connection with the consummation of the
      transactions contemplated by this Agreement.  In addition, the
      Company shall be responsible for all of its internal expenses incurred in
      connection with the consummation of the transactions contemplated by this
      Agreement (including, without limitation, all salaries and expenses of its
      officers and employees performing legal or accounting duties), the expense
      of any annual audit and the fees and expenses incurred in connection with
      the listing of the Registrable Securities on any Trading Market as
      required hereunder.  In no event shall the Company be
      responsible for any broker or similar commissions or, except to the extent
      provided for in the Transaction Documents, any legal fees or other costs
      of the Holders.

              


      

       

    

     

     

    
      
        
        

      

      
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    5. Indemnification

     

    (a)  
Indemnification
by the Company.  The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any failure to
perform under a margin call of Common Stock), investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, agents and employees of each such controlling Person, to
the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to any untrue or alleged untrue
statement of a material fact contained in a Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, except to the extent, but only to the extent,
that (i) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved or was not objected to in
writing by such Holder expressly for use in a Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto
(it being understood that each Holder has expressly approved Annex A hereto for
this purpose) or (ii) in the case of an occurrence of an event of the type
specified in Section 3(c)(ii)-(vi), the use by such Holder of an outdated or
defective Prospectus after the Company has notified such Holder in writing that
the Prospectus is outdated or defective and prior to the receipt by such Holder
of the Advice contemplated in Section 6(d).  The Company shall notify
the Holders promptly of the institution, threat or assertion of any Proceeding
arising from or in connection with the transactions contemplated by this
Agreement of which the Company is aware.

     

    (b)  
Indemnification
by Holders.  Each Holder shall, severally and not jointly,
indemnify and hold harmless each other Holder, the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities
Act, or (y) in the case of an occurrence of an event of the type specified in
Section 3(c)(ii)-(vi), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or  defective and prior to the receipt by such
Holder of the Advice contemplated in Section 6(d) or (z) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading (i) to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information so furnished in writing by such Holder to the Company specifically
for inclusion in such Registration Statement or such Prospectus or (ii) to the
extent that such untrue statements or omissions are based solely upon
information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein, or to the extent that such information relates
to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved or was not objected to in
writing by such Holder expressly for use in a Registration Statement (it being
understood that each Holder has expressly approved Annex A hereto for this
purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement thereto.  In no event shall the liability of any selling
Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.

     

    
      
        
        

      

      
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    (c)  
Conduct
of Indemnification Proceedings.  If any Proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
“Indemnified
Party”), such Indemnified Party shall promptly notify the Person from
whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall have the right to
assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have prejudiced the Indemnifying Party.

     

    An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall reasonably believe that a material conflict of interest is likely to exist
if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and the reasonable fees and expenses of one
separate counsel shall be at the expense of the Indemnifying
Party).  The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall
not be unreasonably withheld.  No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such
Proceeding.

     

    Subject
to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten Trading Days following written notice thereof to
the Indemnifying Party; provided,
that the Indemnified Party shall promptly reimburse the Indemnifying Party for
that portion of such fees and expenses applicable to such actions for which such
Indemnified Party is not entitled to indemnification hereunder, determined based
upon the relative faults of the parties.

     

    
      
        
        

      

      
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    (d)  
Contribution.  If
the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
Party or insufficient to hold an Indemnified Party harmless for any Losses, then
each Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the
extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

     

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 5(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the proceeds actually received by such Holder from the
sale of the Registrable Securities subject to the Proceeding exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, except
in the case of fraud by such Holder.

     

    The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

     

    6. Miscellaneous

     

    (a)  
Remedies.  In
the event of a breach by the Company or by a Holder, of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

     

    (b)  
No
Piggyback on Registrations.  Neither the Company nor any of its
security holders (other than the Holders in such capacity pursuant hereto) may
include securities of the Company in the initial Registration Statement other
than the Registrable Securities.

     

    (c)  
Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to a Registration Statement.

     

    
      
        
        

      

      
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    (d)  
Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(c), such Holder will
forthwith discontinue disposition of such Registrable Securities under a
Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.  The Company will use its commercially
reasonable efforts to ensure that the use of the Prospectus may be resumed as
promptly as it practicable.  The Company agrees and acknowledges that
any periods during which the Holder is required to discontinue the disposition
of the Registrable Securities hereunder shall be subject to the provisions of
Section 2(b).

     

    (e)  
Amendments
and Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and the Holders of
a majority of the then outstanding Registrable
Securities.  Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of all of the
Registrable Securities to which such waiver or consent relates; provided,
however,
that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence.

     

    (f)  
Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be delivered as set forth in the Purchase
Agreement.

     

    (g)  
Successors
and Assigns.  This Agreement shall inure to the benefit of and
be binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  The Company may not assign
its rights or obligations hereunder without the prior written consent of all of
the Holders of the then-outstanding Registrable Securities except in the case of
a merger (or similar transaction) in which case the surviving entity shall
succeed to the rights and obligations of the Company.  Each Holder may
assign their respective rights hereunder in the manner and to the Persons as
permitted under the Note; provided,
however;
that at least $100,000 of Registerable Securities are assigned to an assignee
who seeks to assert registration rights under this agreement.

     

    (h)  
No
Inconsistent Agreements.  Neither the Company nor any of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its subsidiaries, during the period beginning on or after the date of this
Agreement and ending at the end of the Effectiveness Period, enter into any
agreement with respect to its securities, that would have the effect of
impairing the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof.  Neither the Company nor any of
its subsidiaries has previously entered into any agreement granting any
registration rights with respect to any of its securities to any Person that
have not been satisfied in full.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (i)  
Execution
and Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

     

    (j)  
Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined with the
provisions of the Note.

     

    (k)  
Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

     

    (l)  
Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    (m)  
Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (n)  
Independent
Nature of Holders’ Obligations and Rights.  The obligations of
each Holder hereunder are several and not joint with the obligations of any
other Holder hereunder, and no Holder shall be responsible in any way for the
performance of the obligations of any other Holder hereunder.  Nothing
contained herein or in any other agreement or document delivered at any closing,
and no action taken by any Holder pursuant hereto or thereto, shall be deemed to
constitute the Holders as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Holders are in any way
acting in concert with respect to such obligations or the transactions
contemplated by this Agreement.  Each Holder 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 Holder to be
joined as an additional party in any Proceeding for such purpose.

     

    *************************


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    Company:

     

                                                                           
GREEN IRONS HOLDINGS CORP.

    a Nevada
corporation

     

    By:       /s/ Philip Mann_______________    

    Philip
Mann

    Its:        Chief
Financial Officer

     

     

    Purchaser:

     

    ___________________________________

     

     

     

     

    By:  ___________________________

     

    Its:  ___________________________

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    ANNEX
A

    Plan
of Distribution

     

    We are
registering the shares of common stock on behalf of the selling
stockholders.  A “selling stockholder” is a person named on page ___
and also includes any donee, pledgee, transferee, assignee, distributee or other
successor-in-interest selling shares received after the date of this prospectus
from a selling stockholder as a gift, pledge, partnership or limited liability
company distribution or other non-sale related transfer.  The selling
stockholders may offer their shares of common stock at prevailing market prices,
at prices related to the prevailing market prices, at negotiated prices or at
fixed prices or in competitively bid transactions.  Each selling
stockholder reserves the right to accept or reject, in whole or in part, any
proposed purchase of shares, whether the purchase is to be made directly or
through agents.

     

    The
selling stockholders may offer their shares of common stock at various times in
one or more of the following transactions:

     

    
      	
              ·  

            	
              in
      ordinary brokers’ transactions and transactions in which the broker
      solicits purchasers;

            


    

     

    
      	
              ·  

            	
              purchases
      by a broker-dealer for its account pursuant to this
      prospectus;

            


    

     

    
      	
              ·  

            	
              in
      transactions involving cross or block
trades;

            


    

     

    
      	
              ·  

            	
              in
      transactions “at the market” to or through market makers in the common
      stock or into an existing market for the common
  stock;

            


    

     

    
      	
              ·  

            	
              in
      other ways not involving market makers or established trading markets,
      including direct sales of the shares to purchasers or sales of the shares
      effected through agents;

            


    

     

    
      	
              ·  

            	
              through
      transactions in options, swaps or other derivatives which may or may not
      be listed on an exchange;

            


    

     

    
      	
              ·  

            	
              in
      privately negotiated transactions;

            


    

     

    
      	
              ·  

            	
              in
      transactions to cover short sales;

            


    

     

    
      	
              ·  

            	
              in
      underwritten transactions; or

            


    

     

    
      	
              ·  

            	
              in
      a combination of any of the foregoing
  transactions.

            


    

     

    The
selling stockholders also may sell all or a portion of their shares in open
market transactions in accordance with Rule 144 under the Securities Act
provided that they meet the criteria and conform to the requirements of that
rule.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    From time
to time, one or more of the selling stockholders may pledge or grant a security
interest in some or all of the shares owned by them.  If the selling
stockholders default in performance of their secured obligations, the pledges or
secured parties may offer and sell the shares from time to time by this
prospectus.  The selling stockholders also may transfer and donate
shares in other circumstances.  The number of shares beneficially
owned by selling stockholders will decrease as and when the selling stockholders
transfer or donate their shares or default in performing obligations secured by
their shares.  The plan of distribution for the shares offered and
sold under this prospectus will otherwise remain unchanged, except that the
transferees, donees, pledges, other secured parties or other
successors-in-interest will be selling stockholders for purposes of this
prospectus.

     

    The
selling stockholders may sell short the common stock.  The selling
stockholders may deliver this prospectus in connection with such short sales and
use the shares offered by this prospectus to cover such short
sales.

     

    The
selling stockholders may enter into hedging transactions with broker-dealers in
connection with distributions of the shares or otherwise.  In such
transactions, the broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with the selling stockholder,
including positions assumed in connection with distributions of the shares by
such broker-dealers.  A selling stockholder also may enter into option
or transactions with broker-dealers that involve the delivery of shares to the
broker-dealers, who may then resell or otherwise transfer such
shares.  In addition, a selling stockholder may loan or pledge shares
to a broker-dealer, which may sell the loaned shares or, upon a default by the
selling stockholder of the secured obligation, may sell or otherwise transfer
the pledged shares.

     

    We have
advised the selling stockholders that during such times as they may be engaged
in a distribution of the shares, they are required to comply with
Regulation M under the Securities Exchange Act.  With some
exceptions, Regulation M prohibits any selling stockholder, any affiliated
purchasers and other persons who participate in such a distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase,
any security which is the subject of the distribution until the entire
distribution is complete.

     

    The
selling stockholders may use broker-dealers to sell their shares of common
stock.  If this occurs, broker-dealers will either receive discounts
or commission from the selling stockholders, or they will receive commissions
from the purchasers of shares of common stock for whom they acted as
agents.  These brokers may act as dealers by purchasing any and all of
the shares covered by this prospectus either as agents for others or as
principals for their own accounts and reselling these securities under the
prospectus.

     

    The
selling stockholders and any broker-dealers or other persons acting on behalf of
parties that participate in the distribution of the shares may be considered
underwriters under the Securities Act.  As such, any commissions or
profits they receive on the resale of the shares may be considered underwriting
discounts and commissions under the Securities Act.  Neither we nor
any selling stockholders can presently estimate the amount of such
compensation.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    As of the
date of this prospectus, we are not aware of any agreement, arrangement or
understanding between any broker or dealer and any of the selling stockholders
with respect to the offer or sale of the shares under this
prospectus.  If we become aware of any agreement, arrangement or
understanding, to the extent required under the Securities Act, we will file a
supplemental prospectus to disclose:

     

    
      	
              ·  

            	
              the
      name of any the broker-dealers;

            


    

     

    
      	
              ·  

            	
              the
      number of shares involved;

            


    

     

    
      	
              ·  

            	
              the
      price at which the shares are to be
sold;

            


    

     

    
      	
              ·  

            	
              the
      number of shares involved;

            


    

     

    
      	
              ·  

            	
              the
      price at which the shares are to be
sold;

            


    

     

    
      	
              ·  

            	
              the
      commissions paid or discounts or concessions allowed to broker-dealers,
      where applicable;

            


    

     

    
      	
              ·  

            	
              that
      the broker-dealers did not conduct any investigation to verify the
      information set out in this prospectus, as supplemented;
    and

            


    

     

    
      	
              ·  

            	
              other
      facts material to the transaction.

            


    

     

    In
addition, when we are notified by a selling stockholder that a donee, pledgee,
transferee, assignee, distributee or other successor-in-interest intends to sell
more than 500 shares of common stock, we will file a supplement to this
prospectus.

     

    Certain
of the agreements with the selling stockholders contain reciprocal
indemnification provisions between us and the selling stockholders to indemnify
each other against certain liabilities, including liabilities under the
Securities Act, which may be based upon, among other things, any untrue
statement or alleged untrue statement of a material fact or any omission or
alleged omission of a material fact.

     

    We have
agreed to pay substantially all of the expenses incidental to the registration,
offering and sale to the public of the shares of common stock covered by this
prospectus, other than commissions, fees and discounts of underwriters, brokers,
dealers and agents, if any.

     

    It is
possible that a significant number of shares could be sold at the same
time.  Such sales, or the perception that such sales could occur, may
adversely affect prevailing market prices for the common stock.

     

    This
offering by any selling stockholder will terminate on the date on which the
selling stockholder has sold all of such selling stockholder’s
shares.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Annex
B

     

    [___________]

     

    Selling
Securityholder Questionnaire

     

    The
undersigned beneficial owner of common stock, par value $0.001 per share (the
“Common
Stock”), of Green Irons Holdings Corp., (the “Company”),
(the “Registrable
Securities”) understands that the Company has filed or intends to file
with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-1 (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, dated as of November 18, 2009 (the “Registration
Rights Agreement”), among the Company and the Purchasers named
therein.  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 have the resale
of the Registrable Securities owned by it and listed below in Item 3 (unless
otherwise specified under such Item 3) covered by the Registration
Statement.

     

    You
must complete and return this questionnaire to the Company in order for your
Registrable Securities to be included in the Registration
Statement.

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    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 Listed in Item 3 below 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 the
questionnaire):

            


    

     

    
      	 
      
	 
      


    

     

     

    
      	
              2.  

            	 Address
      for Notices to Selling Securityholder:


    

     

    
      	 
      
	 
      
	 
      
	
              Telephone:                                                                            

            
	
              Fax:                                                                                     
      

            
	
              Email:                                                                                  
      

            
	
              Contact
      Person:                                                                    

            


    

     

    
      	
              3.  

            	
              Beneficial
      Ownership of Registrable
Securities:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Type
      and Number of Registrable Securities beneficially
  owned:

            


    

     

    
      	 
      
	 
      
	 
      
	 
      


    

     

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
              4.  

            	
              Broker-Dealer
      Status:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer?

            


    

     

        Yes                         No   

     

    
      	
               
      

            	
              (b)

            	
              If
      “yes” to Section 4(a), did you receive your Registrable Securities as
      compensation for investment banking services to the
    Company?

            


    

     

        Yes                         No   

     

    
      	
               
      

            	
              Note:

            	
              If
      no, 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                         No   

     

    
      	
               
      

            	
              (d)

            	
              If
      you are an affiliate of a broker-dealer, do you certify that you bought
      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                         No   

     

    
      	
               
      

            	
              Note:

            	
              If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
              5.  

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

            


    

     

    Except
as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.

     

    
      	
               
      

            	
              (a)

            	
              Type
      and Amount of other securities of the Company beneficially owned by the
      Selling Securityholder:

            


    

     

    
      	 
      
	 
      
	 
      


    

     

     

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
              6.  

            	
              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 6 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.

     

    Dated:                                                                                    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:

     

    19