Exhibit 10.2


REGISTRATION
RIGHTS
AGREEMENT


 


Registration
Rights
Agreement
(the
“Agreement”),
dated
as of
July 16, 2014,
by and between
Energie
Holdings,
Inc.,
a corporation
organized
under
the laws
of Delaware,
USA (the “Company”),
 and 
Dutchess 
Opportunity
Fund, II,
 LP, 
a  Delaware
 Limited
 Partnership
 (the “Investor”).


 


Whereas,
in connection
with
the Investment
Agreement
by and between
the Company
and the
Investor
of this
date
(the “Investment
Agreement”),
the Company
has agreed
to issue
and sell
to the
Investor
up to
5,000,000
shares of
the Company’s
Common
Stock,
$.0001
par value
per share
(the “Common
Stock”),
to be
purchased pursuant
to the
terms
and subject
to the
conditions
set forth
in the
Investment
Agreement;
and


 


Whereas,
to induce
the Investor
to execute
and deliver
the Investment
Agreement,
the Company has
agreed
to provide
certain
registration
rights
under
the Securities
Act of
1933,
as amended,  and
 the rules
 and 
regulations
 thereunder,
 or  any
 similar
 successor
 statute
(collectively,
the “1933
Act”),
and applicable
state securities
laws,
with
respect
to the
shares of
Common
Stock
issuable
pursuant
to the
Investment
Agreement.


 


Now
therefore,
in consideration
of the
foregoing
promises
and the
mutual
covenants
contained
hereinafter
and other
good
and valuable
consideration,
the receipt
and sufficiency
of which
are hereby
acknowledged,
the Company
and the
Investor
hereby
agree
as follows:


 


Section
1.  DEFINITIONS.


 


As
used in this
Agreement,
the following
terms
shall have
the following
meanings:


 


“Execution
Date” means
the date
of this
Agreement
set forth
above.


 


“Person”
means a corporation,
a limited
liability
company,
an association,
a partnership,
an organization,
a business,
an individual,
a governmental
or political
subdivision
thereof
or a governmental
agency.


 


“Principal
Market”
shall mean
Nasdaq
Capital
Market,
the NYSE
Amex,
the New
York Stock
Exchange,
the Nasdaq
Global
Market,
the Nasdaq
Global
Select
Market
or the
OTC Bulletin
Board,
whichever
is the
principal
market
on which
the Common
Stock of
the Company
is listed.


 


“Register,”
 “Registered,”
 and 
“Registration”
 refer
 to  the Registration
 effected
 by preparing
and filing
one (1)
or more
Registration
Statements
in compliance
with
the 1933
Act and
pursuant
to Rule
415 under
the 1933
Act or
any successor
rule
providing
for offering
securities
on a continuous
basis
(“Rule
415”),
and the
declaration
or ordering
of effectiveness
of such Registration
Statement(s)
by the United
States
Securities
and Exchange
Commission
(the “SEC”).


 


“Registrable
Securities”
means
(i)
the shares
of  Common
Stock
issued
or issuable
pursuant
to the
Investment
Agreement,
(ii)
the Fee
Shares
and (iii)
any shares
of capital
stock issued
or issuable
with respect
to such shares
of Common
Stock,
if any,
as a result
of any
stock split,
stock
dividend,
recapitalization,
exchange
or similar
event
or otherwise,
which
have
not been
(x) included
in the
Registration
Statement
that
has been
declared
effective
by the
SEC,
or


 


 


 


 
 
    	ELED.REGISTRATION.RIGHTS.JULY.2014	1	 



    	 



    

(y)
sold under
circumstances
meeting
all of
the applicable
conditions
of Rule
144 (or
any similar
provision
then in force)
under the
1933 Act.


 


“Registration
 Statement”
 means
 the 
registration
 statement
 or 
statements
 of 
the


Company
filed
under the
1933 Act
covering
the Registrable
Securities.


 


All
capitalized
terms
used in
this
Agreement
and not
otherwise
defined
herein
shall have
the same
meaning
ascribed
to them
as in
the Investment
Agreement.


 


Section
2.  REGISTRATION.


 


(a)
 Subject
to Section
3(g),
the Company
shall, within
twenty-one
(21)
days
after
the date
of this
Agreement,
file
with
the SEC
the Registration
Statement
or Registration
Statements
(as is
necessary)
on Form
S-1 (or,
if such form
is unavailable
for such a
registration,
on such other
form
as is
available
for such registration),
covering
the resale
of all
of the
Registrable
Securities,
which Registration
Statement(s)
shall
state that,
in accordance
with Rule
416 promulgated
under the
1933 Act,
such Registration
Statement
also covers
such indeterminate
number
of additional
shares of
Common
Stock
as may
become issuable
upon stock
splits,
stock
dividends
or similar
transactions.
The Company
shall initially
register
for resale
5,000,000
shares
of Common
Stock,
except
to the
extent
that
the SEC
requires
the share
amount
to be reduced
as a condition
of effectiveness.


 


(b)
The Company
agrees
not to
include
any other
securities
in the
Registration
Statement
covering
the Registrable
Securities
without
the Investor’s
prior written
consent
which the
Investor may
withhold
in its
sole discretion.
Furthermore,
the Company
agrees
that
it will
not file
any other
Registration
Statement
for
other
securities,
until
thirty
calendar
days after
the Registration
Statement
for the
Registrable
Securities
is declared
effective
by the
SEC.


 


Section
3.  RELATED
OBLIGATIONS.


 


At
such time
as the
Company
is obligated
to prepare
and file
the Registration
Statement
with
the SEC
pursuant
to Section
2(a),
the Company
shall have
the following
obligations
with
respect to
the Registration
Statement:


 


(a)
 The
Company shall
use all
commercially
reasonable
efforts
to cause
such Registration
Statement
relating
to the
Registrable
Securities
to become
effective
within
ninety
(90)
days
after the
date
that
the Registration
Statement
is filed
and shall
keep
such Registration
Statement
effective
until
the earlier
to occur
of  the
date
on which
(A)
the
Investor shall
have sold
all the
Registrable
Securities;
or (B)
the Company
has no
right
to sell
any additional
shares of
Common
Stock
under the
Investment
Agreement
(the “Registration
Period”).
The Registration
Statement
(including
any amendments
or supplements
thereto
and prospectuses
contained
therein)
shall not
contain
any 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
in which
they
were made,
not misleading.
The Company shall
use all commercially
reasonable
efforts
to respond
to all
SEC comments
within
ten (10)
business
days from
receipt
of such comments
by the Company.
The Company
shall use
all commercially
reasonable
efforts
to cause the Registration
Statement
relating
to the Registrable
Securities
to become
effective
no later
than five
(5) business
days
after
notice
from
the SEC
that
the Registration
Statement
may  be declared
effective.
The  Investor
 agrees
to  provide
all information
which it
is required
by law
to provide
to the Company,
including
the intended
method




    	ELED.REGISTRATION.RIGHTS.JULY.2014	2	 



    	 



    

of
disposition
of the
Registrable
Securities,
and the
Company’s
obligations
set forth
above
shall be
conditioned
on the
receipt
of such
information.


 


(b)
The Company
shall prepare
and file
with
the SEC
such amendments
(including
post-effective
amendments) and
supplements
to the
Registration
Statement
and the
prospectus used
in connection
with
such Registration
Statement,
which prospectus
is to be
filed
pursuant
to Rule
424 promulgated
under
the 1933
Act,
as may be necessary
to keep
such Registration
Statement
effective
during
the Registration
Period,
and, during
such period,
comply
with
the provisions
of the 1933
Act with
respect
to the disposition
of all
Registrable
Securities
of the
Company covered
by such Registration
Statement
until
such time
as all
of such Registrable
Securities
shall have
been disposed
of in
accordance
with
the intended
methods of
disposition
by the Investor
thereof
as set forth
in such Registration
Statement.
In the
event
the number
of shares
 of 
Common
 Stock 
covered  by the
 Registration
 Statement
 filed
 pursuant
 to 
this Agreement
is at any time
insufficient
to cover all of the
Registrable
Securities,
the Company
shall amend such Registration
Statement,
or file
a new Registration
Statement
(on the short
form
available
therefor,
if applicable),
or both,
so as to
cover all
of the
Registrable
Securities,
in each
case, as
soon as practicable,
but in
any event
within
fifty
(50) calendar
days
after the
necessity
therefor
arises (based
on the
then
Purchase
Price
of the
Common
Stock
and other
relevant
factors
on which
the Company
reasonably
elects to
rely),
assuming
the Company
has sufficient
authorized
shares
at that
time,
and if
it does
not, within
fifty
(50) calendar
days after
such shares
are authorized.
 The
Company shall
use commercially
reasonable
efforts
to cause
such amendment
and/or
new Registration
Statement
to become
effective
as soon as
practicable
following
the filing
thereof.


 


(c)
 The
Company shall
make available
to the
Investor
whose
Registrable
Securities
are included
in any
Registration
Statement
and its
legal
counsel
without
charge
(i)
if requested
by the
Investor,
promptly
after the
same is prepared
and filed
with
the SEC
at least
one (1)
copy of
such Registration
Statement
and any
amendment(s)
thereto,
including
financial
statements
and schedules,
all documents
incorporated
therein
by reference
and all
exhibits,
the prospectus
included
in such
Registration
Statement
(including
each preliminary
prospectus) and,
with
regards
to such Registration
Statement(s),
any correspondence
by or on
behalf
of the
Company to the
SEC or the staff
of the SEC
and any correspondence
from the SEC
or the staff
of the SEC
to the
Company or
its
representatives;
and (ii)
upon the effectiveness
of any
Registration
Statement,
the Company
shall make
available
copies of the
prospectus,
via EDGAR,
included
in such Registration
Statement
and all amendments
and supplements
thereto.


 


(d)
 The
Company shall
use commercially
reasonable
efforts
to (i)
register
and qualify
the Registrable
Securities
covered by the
Registration
Statement
under
such other
securities
or “blue
sky”
laws
of such states
in the
United
States as the
Investor
reasonably
requests;
(ii) prepare and
file
in those
jurisdictions,
such amendments
(including
post-effective
amendments) and
supplements
to such
registrations
and qualifications
as may be
necessary
to maintain
the effectiveness
thereof
during
the Registration
Period;
(iii)
take
such other
actions
as may be necessary
to maintain
such registrations
and qualifications
in effect
at all
times
during
the Registration
Period,
and (iv)
take
all other
actions
reasonably
necessary
or advisable
to qualify
the Registrable
Securities
for sale
in such jurisdictions;
provided,
however,
that the Company
shall not
be required
in connection
therewith
or as a condition
thereto
to (x)
qualify
to do business
in any jurisdiction
where
it would
not otherwise
be required
to qualify
but for this
Section
3(d),
or (y)
subject
itself
to general
taxation
in any
such jurisdiction.
 The Company
shall promptly
notify
the Investor
who holds
Registrable
Securities
of the
receipt
by the Company
of any notification
with
respect
to the
suspension
of the
registration
or qualification
of any
of the
Registrable
Securities
for sale
under the
securities
or “blue sky”
laws
of any jurisdiction
in the




    	ELED.REGISTRATION.RIGHTS.JULY.2014	3	 



    	 



    

United
States
or its
receipt
of actual
notice
of the
initiation
or threatening
of any
proceeding for
such purpose.


 


(e)
 As
promptly as
practicable
after becoming
aware of
such event,
the Company
shall notify
the Investor
in writing
of the
happening
of any
event
as a result
of which
the prospectus
 included
in the Registration
Statement,
 as then
in effect,
 includes
an untrue statement
of a
material
fact or
omission
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
(“Registration
Default”)
and use
all diligent
efforts
to promptly
prepare a supplement
or amendment
to such Registration
Statement
and take
any other necessary
steps to
cure the
Registration
Default
(which,
if such Registration
Statement
is on
Form
S-3,
may consist
of a document
to be filed
by the Company
with
the SEC pursuant
to Section
13(a),


13(c),
14 or 15(d)
of the
1934 Act
(as defined
below)
and to
be incorporated
by reference
in the
prospectus) to
correct
such untrue
statement
or omission,
and make
available
copies of such


supplement
or amendment
to the
Investor.
The Company
shall also
promptly notify
the Investor


(i)
when
a prospectus
or any
prospectus
supplement
or post-effective
amendment has
been filed,
and when
the Registration
Statement
or any post-effective
amendment
has become
effective;
(ii)
of any
request
by the SEC
for
amendments
or supplements
to the
Registration
Statement
or related
prospectus
or related
information,
(iii)
of the
Company’s
reasonable
determination
that
a post-effective
amendment to
the Registration
Statement
would
be appropriate,
(iv)
in the
event
the Registration
Statement
is no
longer
effective,
or (v)
if the
Registration
Statement
is stale
as a result
of the
Company’s
failure to
timely
file
its
financials
or otherwise.
If a Registration
Default
occurs
during
the period
commencing
on the Put
Notice Date
and ending
on the
Closing
Date, the
Company
acknowledges
that
its failure
to cure
such a Registration
Default
within
ten (10)
business
days will
cause the Investor
to suffer
damages
in an amount
that will
be difficult
to ascertain.


 


(f)
The  Company
 shall 
use  all 
commercially
 reasonable
 efforts
 to 
prevent 
the issuance
of any
stop order
or other  suspension
of effectiveness
of the
Registration
Statement,
or the suspension
of the qualification
of any of
the Registrable
Securities
for sale in
any jurisdiction
and, if
such an
order or suspension
is issued,
 to
obtain
the withdrawal
of such order
or suspension
at the
earliest
possible
moment
and to
notify
the Investor
holding Registrable
Securities
being sold
of the issuance
of such order
and the resolution
thereof
or its
receipt
of actual notice
of the
initiation
or threat
of any proceeding
concerning
the effectiveness
of the Registration
Statement.


 


(g)
 The
Company
shall permit
the Investor
and one
(1) legal
counsel,
designated
by the Investor,
to review
and comment
upon the
Registration
Statement
and all
amendments
and supplements
thereto
at least
one (1)
calendar
day prior
to their
filing
with
the SEC.
 However,
any postponement
of a filing
of a Registration
Statement
or any postponement
of a request
for acceleration
or any postponement
of the
effective
date
or effectiveness
of a
Registration
Statement
by written
request
of the
Investor (collectively,
the "Investor's
Delay")
shall not
act to trigger
any penalty
of any
kind,
or any
cash amount due
or any
in-kind
amount
due the Investor
from
the Company
under
any and
all agreements
of any nature
or kind
between
the Company
and the
Investor.
The event(s)
of an Investor's
Delay
shall
act to suspend
all obligations
of any kind
or nature
of the
Company under
any and
all agreements
of any
nature
or kind
between
the Company
and the
Investor.


 


(h)
The  Company
 shall 
hold 
in  confidence
 and 
not  make
 any 
disclosure
 of information
concerning
the Investor
unless (i)
disclosure
of such
information
is necessary
to comply
with
federal
or state securities
laws,
(ii)
the disclosure
of such information
is necessary




    	ELED.REGISTRATION.RIGHTS.JULY.2014	4	 



    	 



    

to
avoid
or correct
a misstatement
or omission
in any
Registration
Statement,
(iii)
the release
of such information
is ordered
pursuant
to a
subpoena
or other final,
non-appealable
order from
a court
or governmental
body of
competent
jurisdiction,
(iv)
such information
has been
made generally
available
to the
public
other than
by disclosure
in violation
of this
Agreement
or any other
agreement,
or (v)
the Investor
has consented
to such
disclosure.
 The
Company
agrees
that
it shall,
upon learning
that
disclosure
of such
information
concerning
the Investor
is sought
in or
by a court
or governmental
body of competent
jurisdiction
or through
other
means,
give
prompt
written
notice
to the Investor
and allow
the Investor,
at the
Investor’s
expense,
to undertake
appropriate
action
to prevent
disclosure
of,
or to obtain
a protective
order covering
such information.


 


(i)
The  Company
 shall 
use  all 
commercially
 reasonable
 efforts
 to 
maintain
designation
 and quotation
 of 
all  the
 Registrable
 Securities
 covered 
by  any 
Registration
Statement
on the
Principal
Market.
The Company
shall pay
all fees
and expenses
in connection
with satisfying
its
obligation
under this
Section
3(i).


 


(j)
 The
Company shall
provide a
transfer
agent
for
all
the Registrable
Securities
not later than
the effective
date of
the first
Registration
Statement
filed
pursuant
hereto.


 


(k)
 If 
requested
 by the Investor,
 the 
Company
shall  (i)
 as  soon
 as  reasonably
practical
incorporate
in a prospectus
supplement
or post-effective
amendment such information
as the
Investor
reasonably
determines
should be
included
therein
relating
to the
sale and
distribution
of Registrable
Securities,
including,
without
limitation,
information
with
respect
to the offering
of the
Registrable
Securities
to be
sold in
such offering;
(ii)
make
all required
filings
of such prospectus
supplement
or post-effective
amendment
as soon
as reasonably
possible
after
being notified
of the
matters
to be incorporated
in such prospectus
supplement
or post-effective
amendment;
and (iii)
supplement
or make
amendments
to any
Registration
Statement
if reasonably
requested
by the
Investor.


 


(l)
The  Company
 shall 
use  all
 commercially
 reasonable
 efforts
 to 
cause  the
Registrable
Securities
covered
by the applicable
Registration
Statement
to be
registered
with
or approved
by such other governmental
agencies
or authorities
as may be necessary
to facilitate
the disposition
of such Registrable
Securities.


 


(m)
The Company
shall otherwise
use all
commercially
reasonable
efforts
to comply
with 
all  applicable
 rules
 and 
regulations
 of 
the  SEC
 in 
connection
with
 any 
registration
hereunder.


 


(n)
Within
one (1)
business
day after
the Registration
Statement
which
includes
Registrable
Securities
is declared
effective
by the
SEC, the
Company shall
deliver
to the
transfer
agent
for such Registrable
Securities,
with
copies to
the Investor,
a written
notification
that such
Registration
Statement
has been
declared
effective
by the
SEC.


 


Section
4.  OBLIGATIONS
OF THE
INVESTOR.


 


(a)
At least
five
(5) calendar
days
prior
to the
first
anticipated
filing
date
of the
Registration
Statement
the Company
shall notify
the Investor
in writing
of the
information
the Company requires
from the Investor
for the Registration
Statement.
It shall be a condition
precedent to the
obligations
of the
Company to
complete the
registration
pursuant
to this
Agreement
with
respect
to the
Registrable
Securities
and the
Investor
agrees to
furnish to
the Company that
information
regarding
itself,
the Registrable
Securities
and the intended
method




    	ELED.REGISTRATION.RIGHTS.JULY.2014	5	 



    	 



    

of
disposition
of the
Registrable
Securities
as shall
reasonably
be required
to effect
the registration
of the
resale
of such Registrable
Securities
and the
Investor
shall execute
such documents in
connection
with
such registration
as the
Company may reasonably
request.
The Investor
covenants
and agrees
that,
in connection
with
any sale
of Registrable
Securities
by it pursuant
to the Registration
Statement,
it shall
comply
with
the “Plan
of Distribution”
section
of the
then current
prospectus
relating
to such Registration
Statement.


 


(b)
The  Investor,
 by  its
 acceptance
 of 
the  Registrable
 Securities,
 agrees
 to cooperate
with
the Company
as reasonably
requested
by the Company
in connection
with
the preparation
and filing
of any
Registration
Statement
hereunder.


 


(c)
 The
Investor
agrees
that,
upon receipt
of written
notice
from
the Company
of the happening
of any
event
of the
kind
described
in Section
3(f)
or the first
sentence
of Section
3(e),
the Investor
will
immediately
discontinue
disposition
of Registrable
Securities
pursuant
to any Registration
Statement(s)
covering
the resale
of such
Registrable
Securities
until
the Investor’s
receipt
of the
copies of
the supplemented
or amended
prospectus
contemplated
by Section
3(f)
or the first
sentence
of Section
3(e).


 


Section
5.  EXPENSES
OF REGISTRATION.


 


All
reasonable
expenses,
other than
underwriting
discounts
and commissions
and other
than 
as  set forth
 in 
the  Investment
 Agreement,
 incurred
 in 
connection
 with
 registrations
including
comments,
filings
or qualifications
pursuant
to Section
2 and Section
3, including,
without
limitation,
all registration,
listing
and qualifications
fees,
printing
and accounting
fees,
and fees
and disbursements
of counsel
for the
Company shall
be paid by
the Company.


 


Section
6.  INDEMNIFICATION.


 


In
the event
any Registrable
Securities
are included
in the
Registration
Statement
under this
Agreement:


 


(a)
 To
the fullest
extent
permitted
by law,
the Company,
under
this
Agreement,
will, and
hereby
does, indemnify,
hold harmless
and defend
the Investor,
the directors,
officers,
partners,
 employees,
 counsel,
 agents,
 representatives
 of,
 and each
Person, 
if  any,
 who controls,
the Investor
within
the meaning
of the
1933 Act
or the
Securities
Exchange
Act of


1934,
as amended
(the
“1934
Act”)
(each,
an “Indemnified
Person”),
against
any losses,
claims,


damages,
liabilities,
judgments,
fines,
penalties,
charges,
costs, attorneys’
fees, amounts
paid in settlement
or expenses,
joint or
several (collectively,
“Claims”),
incurred
in investigating,
preparing
or defending
any action,
claim,
suit,
inquiry,
proceeding,
investigation
or appeal
taken
from
the foregoing
by or before
any court
or governmental,
administrative
or other regulatory
agency,
body or
the SEC,
whether
pending
or threatened,
whether
or not an
indemnified
party
is or may be
a party
thereto
(“Indemnified
Damages”),
to which
any of
them
may become subject
insofar
as such Claims
(or actions
or proceedings,
whether
commenced
or threatened,
in respect
thereof)
arise out
of or
are based
upon:
(i)
any untrue
statement
or alleged
untrue statement
of a
material
fact
in the
Registration
Statement
or any post-effective
amendment thereto
or in
any filing
made
in connection
with
the qualification
of the
offering
under
the securities
or other
“blue sky”
laws of any
jurisdiction
in which
the Investor
has requested
in writing
that
the Company
register
or qualify
the Shares
(“Blue
Sky Filing”),
or the omission
or alleged
omission to
state a
material
fact
required
to be
stated therein
or necessary
to make
the statements
therein,
in light
of the
circumstances
under
which the
statements
therein
were made,
not misleading,
(ii)
any untrue
statement
or alleged
untrue statement
of a
material
fact
contained




    	ELED.REGISTRATION.RIGHTS.JULY.2014	6	 



    	 



    

in
the final
prospectus
for
the offer
of the
Registrable
Securities
(as amended
or supplemented,
if the
Company
files
any amendment thereof
or supplement
thereto
with
the SEC)
or the omission 
or alleged
 omission
 to state
therein
any  material
fact 
necessary
 to  make
 the statements
made therein,
in light
of the
circumstances
under which
the statements
therein
were made,
not misleading,
or (iii)
any violation
or alleged
violation
by the Company
of the
1933 Act,
the 1934
Act,
any other
law, including,
without
limitation,
any state
securities
law,
or any rule
or regulation
thereunder
relating to
the offer
or sale
of the
Registrable
Securities
pursuant
to the Registration
Statement
(the
matters
in the
foregoing
clauses
(i) through
(iii)
being, collectively,
“Violations”).
Subject
to the
restrictions
set forth
in Section
6(c) the
Company
shall reimburse
each Indemnified
Person,
promptly
as such expenses
are incurred
and are
due and payable,
for any
reasonable
legal
fees
or other reasonable
expenses
incurred
by them
in connection
with investigating
or defending
any such Claim.
Notwithstanding
anything
to the
contrary
contained
herein,
the indemnification
agreement
contained
in this
Section 6(a):
(i) shall
not apply
to a Claim
arising out
of or based
upon a Violation
which is
due to
the inclusion
in the Registration
Statement
of the
information
furnished
to the
Company
by any
Indemnified
Person expressly
for use
in connection
with
the preparation
of the
Registration
Statement
or any such amendment
thereof
or supplement
thereto;
(ii)
shall not
be available
to the
extent
such Claim
is based
on (A) a failure
of the Investor
to deliver
or to
cause to be
delivered the
prospectus made
available
by the Company;
 (B)
 the Indemnified
Person’s 
use of an incorrect
 prospectus
despite
being promptly
advised in
advance by the
Company in writing
not to use such
incorrect
prospectus;
(C)
the manner
of sale of
the Registrable
Securities
by the Investor
or of the
Investor’s
failure
to register
as a dealer under
applicable
securities
laws; (D)
any omission of
the Investor
to notify
the Company
of  any material
fact 
that  should
be stated in the
Registration
Statement
 or prospectus 
relating
to the
 Investor
 or  the 
manner
 of 
sale;  and
 (E)
 any amounts 
paid  in
settlement
of any
Claim
if such
settlement
is effected
without
the prior
written
consent
of the
Company, which
consent shall
not be unreasonably
withheld.
Such indemnity
shall remain
in full
force
and effect
regardless
of any
investigation
made
by or on behalf
of the
Indemnified
Person and
 shall survive
the resale
of the
Registrable
Securities
by the
Investor pursuant
to the Registration
Statement;
and (iii)
shall not be available
to the
extent
the Claim
arises out
of the
gross negligence
or willful
misconduct
of the
Indemnified
Person.


 


(b)
In  connection
 with
 any 
Registration
 Statement
 in 
which 
the  Investor
 is participating,
the Investor
agrees
to severally
and jointly
indemnify,
hold harmless
and defend,
to the same
extent
and in the
same manner
as is set forth
in Section
6(a), the
Company, each
of its
 directors,
officers,
employees,
counsel,
agents
and representatives
and each
Person, if
any, who
controls
the Company
within
the meaning
of the
1933 Act
or the
1934 Act
(each,
an “Indemnified
Party”),
against any
Claim or Indemnified
Damages
to which
any of them
may become subject,
under
the 1933
Act, the
1934 Act or otherwise,
insofar
as such Claim
or Indemnified
Damages
arise
out of
or are
based upon
any Violation,
in each
case to
the
extent,
and only
to the
extent,
that
such Violation
is due to (i)
the inclusion
in the
Registration
Statement
of the
written
information
furnished
to the Company
by the Investor
expressly
for use in
connection
with
such Registration
Statement;
(ii) a
failure
of the
Investor to
deliver
or to
cause to
be delivered
the prospectus 
made available
by the Company
or  the Investor’s
use of  an
incorrect
prospectus
despite
being timely
advised
by the Company
in writing
not to
use such incorrect
prospectus;
(iii) the
Investor’s
failure to
register
as a dealer
under applicable
securities
laws;
(iv)
the Investor’s
gross negligence
or willful misconduct;
or (v) any
omission of the
Investor
to notify
the Company
of any
material
fact that
should be
stated
in the
Registration
Statement
or prospectus
relating
to the Investor
or the manner
of sale;
and, subject
to Section


6(c),
the Investor
will
reimburse
any legal
or other expenses
reasonably
incurred
by them
in connection
 with
 investigating
 or 
defending
 any 
such  Claim;
 provided,
 however,
 that
 the


indemnity
 agreement
 contained
 in 
this 
Section 
6(b)  and 
the  agreement
 with
 respect
 to




    	ELED.REGISTRATION.RIGHTS.JULY.2014	7	 



    	 



    

contribution
contained
in Section
7 shall
not apply
to amounts
paid in
settlement of
any Claim
if such settlement
is effected
without
the prior
written
consent
of the
Investor,
which
consent
shall not
be unreasonably
withheld.
 Such
indemnity
shall
remain
in full
force and
effect
regardless
of any
investigation
made by
or on behalf
of such Indemnified
Party
and shall
survive
the resale
of the
Registrable
Securities
by the
Investor pursuant
to the
Registration
Statement.


 


(c)
 Promptly
after receipt
by an Indemnified
Person or
Indemnified
Party
under
this Section
6 of notice
of the
commencement
of any
action or
proceeding
(including
any governmental
action or proceeding)
involving
a Claim,
such Indemnified
Person or
Indemnified
Party
shall, if
a Claim
in respect
thereof
is to
be made
against
any indemnifying
party
under
this Section
6, deliver
to the
indemnifying
party
a written
notice
of the
commencement
thereof,
and the
indemnifying
party
shall
have
the right
to participate
in, and,
to the
extent
the indemnifying
party so
desires,
jointly with
any other indemnifying
party similarly
noticed,
to assume
control
of the
defense
thereof
with
counsel
mutually satisfactory
to the
indemnifying
party and
the Indemnified
Person
or the
Indemnified
Party,
as the case
may be;
provided,
however,
that
an Indemnified
Person or
Indemnified
Party,
as the case
may be,
shall have
the right
to retain
its own
counsel 
with
the fees
and expenses
to be
paid by the
indemnifying
 party,
 if, 
in the reasonable
opinion
of counsel
retained
by the Indemnified
Person or
Indemnified
Party,
the representation
by counsel
of the
Indemnified
Person
or Indemnified
Party and
the indemnifying
party
would
be inappropriate
due to
actual
or potential
differing
interests
between
such Indemnified
Person or
Indemnified
Party and
any other party
represented
by such counsel
in such proceeding.
 The
indemnifying
party shall
pay for only
one (1) separate
legal
counsel for
the Indemnified
Persons or the
Indemnified
Parties,
as applicable,
and such
counsel
shall be selected
by the
Investor, if
the Investor
is entitled
to indemnification
hereunder,
or the
Company,
if the
Company is
entitled
to indemnification
hereunder,
as applicable.
 The
Indemnified
Party
or Indemnified
Person shall
cooperate
fully
with
the indemnifying
party
in connection
with
any negotiation
or defense
of any
such action
or Claim
by the indemnifying
party
and shall
furnish to
the indemnifying
party
all information
reasonably
available
to the
Indemnified
Party or Indemnified
Person which
relates to
such action
or Claim.
The indemnifying
party shall
keep the
Indemnified
Party
or Indemnified
Person fully
apprised
at all
times as
to the
status of
the defense
or any settlement
negotiations
with
respect
thereto.
No indemnifying
party
shall be liable
for
any settlement
of any
action, claim
or proceeding
affected
without
its
written
consent; provided,
 however,
 that
 the  indemnifying
 party
shall  not
 unreasonably
 withhold,
 delay or condition
its consent.
No indemnifying
party
shall,
without
the consent
of the Indemnified
Party
or Indemnified
Person, consent
to entry
of any
judgment
or enter
into any
settlement
or other
compromise
which
does not
include
as an unconditional
term thereof
the giving
by the claimant
or plaintiff
to such Indemnified
Party or Indemnified
Person of a release
from
all liability
in respect
to such
Claim.
Following
indemnification
as provided
for hereunder,
the indemnifying
party shall
be subrogated
to all rights
of the Indemnified
Party
or Indemnified
Person with
respect
to all
third
parties,
firms
or corporations
relating
to the
matter
for which
indemnification
has  been
 made.
The failure
 to 
deliver 
written
 notice
 to 
the  indemnifying
 party
 within
 a reasonable
time
of the
commencement
of any such
action shall
not relieve
such indemnifying
party
of any
liability
to the
Indemnified
Person or Indemnified
Party
under
this Section
6, except
to the
extent
that the
indemnifying
party
is prejudiced
in its ability
to defend
such action.


 


(d)
 The
indemnity
agreements
contained
herein
shall
be in
addition
to (i)
any cause
of action
or similar
right
of the
Indemnified
Party
or Indemnified
Person against
the indemnifying
party
or others,
and (ii)
any liabilities
the indemnifying
party may
be subject
to pursuant
to the
law.




    	ELED.REGISTRATION.RIGHTS.JULY.2014	8	 



    	 



    

Section
7.  CONTRIBUTION.


 


To
the extent
any indemnification
by an indemnifying
party
is prohibited
or limited
by law,
the indemnifying
party
agrees
to make
the maximum
contribution
with
respect
to any
amounts for which
it would
otherwise
be liable
under
Section
6 to the
fullest
extent
permitted
by law;
provided,
however,
that:
(i)
no contribution
shall be made
under circumstances
where
the maker
would
not have
been liable
for indemnification
under
the fault
standards
set forth
in Section
6; (ii) no seller
of Registrable
Securities
guilty
of fraudulent
misrepresentation
(within
the meaning
of Section
11(f)
of the
1933
Act)
shall be
entitled
to contribution
from
any seller
of Registrable
Securities
who was
not guilty
of fraudulent
misrepresentation;
and (iii)
contribution
by any seller of
Registrable
Securities
shall be
limited
in amount
to the
net amount
of proceeds
received
by such seller from
the sale
of such
Registrable
Securities.


 


Section
8.  REPORTS
UNDER THE
1934 ACT.


 


With
a view
to making
available
to the
Investor
the benefits
of Rule
144 promulgated
under
the 1933
Act or
any other
similar
rule or
regulation
of the
SEC that
may at
any time
permit the
Investor
to sell
securities
of the
Company
to the
public
without
registration
(“Rule
144”),
provided
that
the Investor
holds any
Registrable
Securities
which
are eligible
for resale
under Rule
144 and
such information
is necessary
in order
for
the Investor
to sell
such Securities
pursuant
to Rule
144, the Company
agrees
to:


 


(a)
 make
and keep
public
information
available,
as those
terms
are
understood
and defined
in Rule
144;


 


(b)
 file
with
the SEC
in a
timely
manner
all reports
and other
documents
required
of the
Company under
the 1933
Act and
the 1934 Act
so long
as the Company
remains subject
to such requirements
(it being
understood
that nothing
herein
shall limit
the Company’s
obligations
under
Section
5(c) of
the Investment
Agreement)
and the filing
of such
reports
and other
documents
is required
for the
applicable
provisions
of Rule
144; and


 


(c)
 furnish
to the
Investor,
promptly
upon request,
(i)
a written
statement
by the


Company
that
it has
complied
with
the reporting
requirements
of Rule
144, the
1933 Act
and the


1934
Act applicable
to the
Company,
(ii)
a copy
of the
most
recent
annual
or quarterly
report
of the
Company and
such other reports
and documents
so filed
by the
Company,
and (iii)
such


other
information
as may
be reasonably
requested
to permit
the Investor
to sell
such securities
pursuant
to Rule
144 without
registration.


 


Section
9.  NO
ASSIGNMENT
OF REGISTRATION
RIGHTS.


 


This
Agreement
and the
rights,
agreements
or obligations
hereunder
may not be assigned,
by operation
of law,
merger
or otherwise,
and without
the prior
written
consent
of the
other party
hereto,
and any
purported
assignment
by a party
without
prior written
consent
of the
other party
will
be null
and void
and not
binding
on such other
party.
 Subject
to the preceding
sentence,
all of
the terms,
agreements,
covenants,
representations,
warranties
and conditions
of this
Agreement
are binding
upon,
and inure
to the
benefit
of and
are
enforceable
by, the parties
and their
respective
successors and assigns.




    	ELED.REGISTRATION.RIGHTS.JULY.2014	9	 



    	 



    

Section
10.  AMENDMENT
OF REGISTRATION
RIGHTS.


 


The
provisions
of this
Agreement
may be
amended
only with
the written
consent
of the


Company
and the
Investor.


 


Section
11.  MISCELLANEOUS.


 


(a)
 Any notices
or other communications
required
or permitted
to be given
under the
terms
of this
Agreement
must be
in writing
and will
be deemed
to have
been
delivered
(i)
upon receipt,
when delivered
personally;
(ii) upon
receipt,
when sent
by facsimile
or email
with
the signed
document
attached
in PDF
format
(provided
a confirmation
of transmission
is mechanically
or electronically
generated
and kept
on file
by the
sending
party);
or (iii)
one (1)
day after
deposit
with
a nationally
recognized
overnight
delivery
service,
in each
case properly addressed
to the
party
to receive
the same.
 The
addresses and
facsimile
numbers
for such
communications
shall be:


 


If
to the
Company:


 


 


ENERGIE
HOLDINGS,
INC.


4885
Ward
Road, Suite
300


Wheat
Ridge,
Colorado
80033


Telephone:
(720)
963-8055


 


If
to the
Investor:


 


Dutchess
Opportunity
Fund, II,
LP


50 Commonwealth
Ave, Suite
2


Boston,
MA 02116


Telephone:
(617)
301-4700


 


 


Each
party shall
provide
five
(5) business
days
prior notice
to the
other party
of any
change
in address, phone
number,
facsimile
number
ore-mail
address.


 


(b)
Failure of
any party
to exercise
any right
or remedy
under
this
Agreement
or otherwise,
or delay
by a party
in exercising
such right
or remedy,
shall not
operate
as a waiver
thereof.


 


(c)
 This
Agreement
and the
Investment
Agreement
constitute
the entire
agreement
among the
parties
hereto
with
respect
to the
subject
matter
hereof
and thereof.
 There
are
no restrictions,
promises,
warranties
or undertakings,
other
than
those set
forth
or referred
to herein
and therein.


 


(d)
This
Agreement
and the
Investment
Agreement
supersede all
prior agreements
and understandings
among
the parties
hereto with
respect to
the subject
matter
hereof
and thereof.


 


(e)
 The
headings
in this
Agreement
are for convenience
of reference
only and
shall not limit
or otherwise
affect
the meaning
hereof.
Whenever
required
by the
context
of this
Agreement,
the singular
shall include
the plural
and masculine
shall include
the feminine.
 This




    	ELED.REGISTRATION.RIGHTS.JULY.2014	10	 



    	 



    

Agreement
shall not
be construed
as if
it had
been prepared
by one
of the
parties,
but rather
as if
all the
parties
had prepared
the same.


 


(f)
This
Agreement
may be
executed
in two
or more
identical
counterparts,
each of
which
shall be deemed
an original
but all
of which
shall constitute
one and
the same
agreement.
This
Agreement,
once executed
by a party,
may be delivered
to the other
party
hereto
by facsimile
transmission
or by e-mail
delivery
of a PDF
format
of a copy
of this
Agreement
bearing the
signature
of the
party
so delivering
this
Agreement.


 


(g)
Each party
shall do
and perform,
or cause
to be
done and
performed,
all such further
acts
and things,
and shall
execute
and deliver
all such
other agreements,
certificates,
instruments
and documents,
as the
other
party may
reasonably
request
in order
to carry
out the
intent  and
 accomplish
 the 
purposes
 of 
this 
Agreement 
and  the
consummation
 of 
the transactions
contemplated
hereby.


 


(h)
In  case 
any  provision
 of 
this 
Agreement
 is 
held 
by  a  court
 of 
competent
jurisdiction
to be
excessive
in scope
or otherwise
invalid
or unenforceable,
such provision
shall be adjusted
rather than
voided,
if possible,
so that
it is
enforceable
to the maximum
extent
possible,
and the
validity
and enforceability
of the remaining
provisions
of this
Agreement
will
not in
any way
be affected
or impaired
thereby.


 


Section
12.  GOVERNING
LAW; DISPUTES
SUBMITTED
TO ARBITRATION.


 


All
disputes
arising under
this
agreement
shall
be governed
by and
interpreted
in accordance
with
the laws
of the
Commonwealth
of Massachusetts,
without
regard
to principles
of conflict
of laws.
The parties
to this
agreement
will
submit
all disputes
arising under
this agreement
to arbitration
in Boston,
Massachusetts
before
a single
arbitrator
of the
American
Arbitration
Association
(“AAA”).
The arbitrator
shall be
selected by
application
of the
rules of
the AAA,
or by mutual
agreement
of the
parties,
except
that
such arbitrator
shall be
an attorney admitted
to practice
law in
the Commonwealth
of Massachusetts.
No party
to this
agreement
will challenge
the jurisdiction
or venue
provisions
as provided
in this
section. Nothing
contained
herein
shall prevent
the party
from obtaining
an injunction.


 


*.*.*




    	ELED.REGISTRATION.RIGHTS.JULY.2014	11	 



    	 



    

SIGNATURE
PAGE
OF REGISTRATION
RIGHTS
AGREEMENT


 


Your
signature
on this
Signature
Page
evidences
your
agreement
to be
bound
by the terms
and conditions
of the
Investment
Agreement
and the
Registration
Rights
Agreement
as of the date
first
written
above.


 


The
undersigned
signatory
hereby
certifies
that
he has
read
and understands
the Registration
Rights
Agreement,
and the
representations
made
by the
undersigned
in this
Registration
Rights
Agreement
are true
and accurate,
and agrees
to be
bound
by its
terms.


 


DUTCHESS
OPPORTUNITY
FUND,
II,
L.P.


 





 





 


	 	By: 	 
	 	Douglas H. Leighton	 
	 	Managing Member of:	 
	 	Dutchess Capital Management, II, LLC General Partner to:	 
	 	Dutchess Opportunity Fund, II, LP	 





 


 


 


	 	ENERGIE HOLDINGS, INC.	 
	 	 	 
	 	 	 
	 	By:	 
	 	Harold Hansen	 
	 	Cheif Executive Officer 	 





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature
Page
to Registration
Rights
Agreement



    	ELED.REGISTRATION.RIGHTS.JULY.2014	12