ex102.htm


    Exhibit
      10.2

     

    REGISTRATION
      RIGHTS AGREEMENT

    


    


    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of
      _______________________, 2007 (the “Closing”), by and between
GEN2MEDIA CORPORATION, a  Nevada corporation (the
“Company”) and ___________________   (the
“Stockholder”).

    


    RECITALS:

    


    WHEREAS,
      the Company and the Stockholder are parties to a Stock Purchase
      Agreement dated as of _________________, 2007 (the “Purchase Agreement”);
      and

     

    WHEREAS,
      in connection with the issuance by the Company of the shares of Common Stock,
      and as an inducement to consummate the transactions contemplated by the Purchase
      Agreement, the Company has agreed to file a registration statement with the
      Commission in compliance with the Securities Act in respect to the shares of
      Common Stock issued in connection with the Purchase Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing and the agreements set
      forth below, the parties hereby agree with each other as follows:

    


    Certain
      Definitions.  As used in this Agreement, the following terms shall
      have the following respective meanings:

     

    “Commission”
      shall mean the Securities and Exchange Commission, or any other federal agency
      at the time administering the Securities Act.

    


    “Common
      Stock” shall mean the Company’s common stock as constituted as of the date
      of this Agreement.

    


    “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended, or any
      similar federal statute, and the rules and regulations of the Commission
      thereunder, all as the same shall be in effect at the time.

    


    “Shares”
      shall mean shares of: (a) Common Stock issued in connection with the Purchase
      Agreement; and (b) any securities of the Company issued as (or issuable upon
      the
      conversion or exercise of any warrant, right, or other security which is issued
      as) a dividend or other distribution with respect to, or in exchange for or
      in
      replacement of, such above-described securities.

    


    “Registration
      Expenses” shall mean the expenses so described in Section 5.

    


    “Restricted
      Stock” shall mean the Shares, excluding Shares which have
      been:  (a) registered under the Securities Act pursuant to an
      effective registration statement filed thereunder and disposed of in accordance
      with the registration statement covering them; or (b) publicly sold pursuant
      to
      Rule 144 under the Securities Act.

    “Securities
      Act” shall mean the Securities Act of 1933, as amended, or any similar
      federal statute, and the rules and regulations of the Commission thereunder,
      all
      as the same shall be in effect at the time.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Selling
      Expenses” shall mean the expenses so described in Section 5.

    


    1.  Restrictive
      Legend.  Each certificate representing Shares shall, except as
      otherwise provided in this Section 2, be stamped or otherwise imprinted with
      a
      legend substantially in the following form:

     

    “THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
      SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
      IT
      HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION
      FROM REGISTRATION IS AVAILABLE.”

    


    A
      certificate shall not bear such legend if:  (a) the Shares represented
      by such certificate have been registered under the Securities Act; or (b) in
      the
      opinion of counsel satisfactory to the Company the securities represented
      thereby may be publicly sold without registration under the Securities Act
      and
      any applicable state securities laws.

    


    2.  Required
      Registration.  The Company shall use its best efforts to effect
      the registration under the Securities Act of all of the shares of Restricted
      Stock held by the Stockholder, or his respective assigns, pursuant to the terms
      of this Agreement.

     

    3.  Registration
      Procedures.  Specifically,  the Company will, at it’s
      expense:

     

    (a)  prepare
      and file with the Commission as soon as is commercially practical, a
      registration statement with respect to such securities and use its commercially
      reasonable efforts to cause such registration statement to become and remain
      effective for the period of the distribution contemplated thereby (determined
      as
      hereinafter provided) or until the Restricted Stock held by the Stockholder
      can
      be publicly sold pursuant to Rule 144 under the Securities Act;

     

    (b)  prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective for the period specified
      in subsection (a) above and comply with the provisions of the Securities Act
      with respect to the disposition of all Restricted Stock covered by such
      registration statement in accordance with the sellers’ intended method of
      disposition set forth in such registration statement for such
      period;

     

    (c)  furnish
      to each seller of Restricted Stock, and to each underwriter if applicable,
      such
      number of copies of the registration statement and the prospectus included
      therein (including each preliminary prospectus) as such persons reasonably
      may
      request in order to facilitate the public sale or other disposition of the
      Restricted Stock covered by such registration statement;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (d)  use
      its
      commercially reasonable efforts to register or qualify the Restricted Stock
      covered by such registration statement under the securities or “blue sky” laws
      of such jurisdictions as the sellers of Restricted Stock or, in the case of
      an
      underwritten offering, the managing underwriter reasonably shall request;
provided, however, that the Company shall not for any such purpose
      be required to qualify generally to transact business as a foreign corporation
      in any jurisdiction where it is not so qualified or to consent to general
      service of process in any such jurisdiction;

     

                                  
      (e)  use
      its
      commercially reasonable efforts to list the Restricted Stock covered by such
      registration statement with any securities exchange or stock market on which
      the
      Common Stock of the Company is then listed;

     

    (f)  immediately
      notify each seller of Restricted Stock and each underwriter, if applicable,
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Securities Act, of the happening of any event of which the Company has
      knowledge as a result of which the prospectus contained in such registration
      statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing;

     

    (g)  if
      the
      offering is underwritten and at the request of any seller of Restricted Stock,
      use its commercially reasonable efforts to furnish on the date that Restricted
      Stock is delivered to the underwriters for sale pursuant to such registration:
      (i) an opinion dated such date of counsel representing the Company for the
      purposes of such registration, addressed to the underwriters and to such seller,
      stating that such registration statement has become effective under the
      Securities Act and that (A) to the best knowledge of such counsel, no stop
      order
      suspending the effectiveness thereof has been issued and no proceedings for
      that
      purpose have been instituted or are pending or contemplated under the Securities
      Act; (B) the registration statement, the related prospectus and each amendment
      or supplement thereof comply as to form in all material respects with the
      requirements of the Securities Act (except that such counsel need not express
      any opinion as to financial statements contained therein); and (C) to such
      other
      effects as reasonably may be requested by counsel for the underwriters or by
      such seller or its counsel; and (ii) a letter dated such date from the
      independent public accountants retained by the Company, addressed to the
      underwriters and to such seller, stating that they are independent public
      accountants within the meaning of the Securities Act and that, in the opinion
      of
      such accountants, the financial statements of the Company included in the
      registration statement or the prospectus, or any amendment or supplement
      thereof, comply as to form in all material respects with the applicable
      accounting requirements of the Securities Act, and such letter shall
      additionally cover such other financial matters (including information as to
      the
      period ending no more than five business days prior to the date of such letter)
      with respect to such registration as such underwriters reasonably may
      request;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (h)  make
      available for inspection by each seller of Restricted Stock, any underwriter
      participating in any distribution pursuant to such registration statement,
      and
      any attorney, accountant or other agent retained by such seller or underwriter,
      all financial and other records, pertinent corporate documents and properties
      of
      the Company, and cause the Company’s officers, directors and employees to supply
      all information reasonably requested by any such seller, underwriter, attorney,
      accountant or representative or agent in connection with such registration
      statement; and

     

    (i)  if
      at
      such time as the Company files a registration statement pursuant to the
      requirements of Section 3 it is a registrant entitled to use Form S-3 or any
      successor thereto to register the Restricted Stock, use its best efforts to
      register the Restricted Stock under the Securities Act on Form S-3 or any
      successor thereto, for public sale in the manner specified by the holders
      thereof.

     

    In
      connection with any registration pursuant to Section 3 that is underwritten,
      the
      Company and each seller agree to enter into a written agreement with the
      managing underwriter selected by the sellers in such form and containing such
      provisions as are customary in the securities business for such an arrangement
      between such underwriter and companies of the Company’s size and investment
      stature.

     

    For
      purposes of Sections 4(a) and 4(b), the period of distribution of Restricted
      Stock in any registration statement shall be deemed to extend until the earlier
      of the sale of all Restricted Stock covered thereby or 180 days after the
      effective date of such registration statement.

    


    In
      connection with each registration hereunder, the sellers of Restricted Stock
      will furnish to the Company in writing such information with respect to
      themselves and the proposed distribution by them as reasonably shall be
      necessary in order to assure compliance with federal and applicable state
      securities laws.

    


    4.  Expenses.

     

    (a)  All
      expenses incurred by the Company in complying with Sections 3 and 4, including,
      without limitation, all registration and filing fees, printing expenses, fees
      and disbursements of counsel and independent public accountants for the Company,
      fees and expenses (including counsel fees) incurred in connection with complying
      with state securities or “blue sky” laws, fees of the National Association of
      Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars
      and costs of insurance, but excluding any Selling Expenses, are called
“Registration Expenses.”  All underwriting discounts and
      selling commissions applicable to the sale of Restricted Stock are called
“Selling Expenses.”

     

    (b)  The
      Company will pay all Registration Expenses in connection with any registration
      statement under Section 3.  All Selling Expenses in connection with
      each registration statement under Section 3 shall be borne by the participating
      sellers in proportion to the number of shares sold by each, or by such
      participating sellers other than the Company (except to the extent the Company
      shall be a seller) as they may agree.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    5.  Indemnification
      and Contribution.

     

    (a)  Upon
      the
      registration of any of the Restricted Stock under the Securities Act pursuant
      to
      Section 3, the Company will indemnify and hold harmless each seller of such
      Restricted Stock thereunder, each underwriter, if applicable, of such Restricted
      Stock thereunder and each other person, if any, who controls such seller or
      underwriter within the meaning of the Securities Act, along with the partners,
      members, directors, and officers of each such seller, underwriter or controlling
      person, against any losses, claims, damages or liabilities, joint or several,
      to
      which such seller, underwriter or controlling person may become subject under
      the Securities Act, the Exchange Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any untrue statement or alleged untrue statement of any material
      fact contained in any registration statement under which such Restricted Stock
      was registered under the Securities Act pursuant to Section 3, any preliminary
      prospectus or final prospectus contained therein, or any amendment or supplement
      thereof, or arise out of or are based upon the omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, and will reimburse each such seller,
      each
      such underwriter and each such controlling person, along with the partners,
      members, directors, and officers of each such seller, underwriter or controlling
      person, for any legal or other expenses reasonably incurred by them in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however, that the Company will not
      be liable in any such case if and to the extent that any such loss, claim,
      damage or liability arises out of or is based upon an untrue statement or
      alleged untrue statement or omission or alleged omission so made in conformity
      with information furnished by any such seller, any such underwriter or any
      such
      controlling person in writing specifically for use in such registration
      statement or prospectus or supplement thereof.

     

    (b)  In
      the
      event of a registration of any of the Restricted Stock under the Securities
      Act
      pursuant to Section 3, each seller of such Restricted Stock thereunder,
      severally and not jointly, will indemnify and hold harmless the Company, each
      person, if any, who controls the Company within the meaning of the Securities
      Act, each officer of the Company who signs the registration statement, each
      director of the Company, each underwriter and each person who controls any
      underwriter within the meaning of the Securities Act, against all losses,
      claims, damages or liabilities, joint or several, to which the Company or such
      officer, director, underwriter or controlling person may become subject under
      the Securities Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      untrue statement or alleged untrue statement of any material fact contained
      in
      the registration statement under which such Restricted Stock was registered
      under the Securities Act pursuant to Section 3, any preliminary prospectus
      or
      final prospectus contained therein, or any amendment or supplement thereof,
      or
      arise out of or are based upon the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading, and will reimburse the Company and each
      such
      officer, director, underwriter and controlling person for any legal or other
      expenses reasonably incurred by them in connection with investigating or
      defending any such loss, claim, damage, liability or action; provided,
however, that such seller will be liable hereunder in any such case
      if
      and only to the extent that any such loss, claim, damage or liability arises
      out
      of or is based upon an untrue statement or alleged untrue statement or omission
      or alleged omission made in reliance upon and in conformity with information
      pertaining to such seller, as such, furnished in writing to the Company by
      such
      seller specifically for use in such registration statement or prospectus or
      supplement thereof, and; provided, further, however, that
      the liability of each seller hereunder shall be limited to the proportion of
      any
      such loss, claim, damage, liability or expense that is equal to the proportion
      that the public offering price of the shares sold by such seller under such
      registration statement bears to the total public offering price of all
      securities sold thereunder, but not in any event to exceed the net proceeds
      received by such seller from the sale of Restricted Stock covered by such
      registration statement.

     

    (c)  Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof.  The omission so to notify the indemnifying party
      shall not relieve it from any liability that it may have to such indemnified
      party other than under this Section 6 and shall only relieve it from any
      liability that it may have to such indemnified party under this Section 6 if
      and
      to the extent the indemnifying party is prejudiced by such
      omission.  In case any such action shall be brought against any
      indemnified party and it shall notify the indemnifying party of the commencement
      thereof, the indemnifying party shall be entitled to participate in and, to
      the
      extent it shall wish, to assume and undertake the defense thereof with counsel
      satisfactory to such indemnified party, and, after notice from the indemnifying
      party to such indemnified party of its election so to assume and undertake
      the
      defense thereof, the indemnifying party shall not be liable to such indemnified
      party under this Section 6 for any legal expenses subsequently incurred by
      such
      indemnified party in connection with the defense thereof other than reasonable
      costs of investigation and of liaison with counsel so selected; provided,
however, that, if the defendants in any such action include both the
      indemnified party and the indemnifying party and the indemnified party shall
      have reasonably concluded that there may be reasonable defenses available to
      it
      which are different from or additional to those available to the indemnifying
      party or if the interests of the indemnified party reasonably may be deemed
      to
      conflict with the interests of the indemnifying party, the indemnified party
      shall have the right to select a separate counsel and to assume such legal
      defenses and otherwise to participate in the defense of such action, with the
      expenses and fees of such separate counsel and other expenses related to such
      participation to be reimbursed by the indemnifying party as
      incurred.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (d)  In
      order
      to provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either:  (i) any holder of
      Restricted Stock exercising rights under this Agreement, or any controlling
      person of any such holder, makes a claim for indemnification pursuant to this
      Section 6 but it is judicially determined (by the entry of a final judgment
      or
      decree by a court of competent jurisdiction and the expiration of time to appeal
      or the denial of the last right of appeal) that such indemnification may not
      be
      enforced in such case notwithstanding the fact that this Section 6 provides
      for
      indemnification in such case; or (ii) contribution under the Securities Act
      may
      be required on the part of any such selling holder or any such controlling
      person in circumstances for which indemnification is provided under this Section
      6; then, and in each such case, the Company and such holder will contribute
      to
      the aggregate losses, claims, damages or liabilities to which they may be
      subject (after contribution from others) in such proportion so that such holder
      is responsible for the portion represented by the percentage that the public
      offering price of its Restricted Stock offered by the registration statement
      bears to the public offering price of all securities offered by such
      registration statement, and the Company shall be responsible for the remaining
      portion; provided, however, that, in any such case:  (A)
      no such holder will be required to contribute any amount in excess of the net
      proceeds received by such seller from the sale of Restricted Stock covered
      by
      such registration statement; and (B) no person or entity guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      will be entitled to contribution from any person or entity who was not guilty
      of
      such fraudulent misrepresentation.

     

    6.  Changes
      in Common Stock.  If, and as often as, there is any change in the
      Common Stock by way of a stock split, stock dividend, combination or
      reclassification, or through a merger, consolidation, reorganization or
      recapitalization, or by any other means, appropriate adjustment shall be made
      in
      the provisions hereof so that the rights and privileges granted hereby shall
      continue with respect to the Common Stock as so changed.

     

    7.  Rule
      144 Reporting.  With a view to making available the benefits of
      certain rules and regulations of the Commission, which may at any time permit
      the sale of the Restricted Stock to the public without registration, at all
      times after 180 days after any registration statement covering a public offering
      of securities of the Company under the Securities Act shall have become
      effective, the Company agrees to:

     

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

     

    (b)  use
      its
      best efforts to file with the Commission in a timely manner all reports and
      other documents required of the Company under the Securities Act and the
      Exchange Act.

     

    8.  Miscellaneous.

     

    (a)  An
      original copy of this Agreement shall be kept by the Secretary of the
      Company.

     

    (b)  All
      covenants and agreements contained in this Agreement by or on behalf of any
      of
      the parties hereto shall bind and inure to the benefit of the respective
      successors and assigns of the parties hereto (including without limitation
      transferees of any Restricted Stock), whether so expressed or not.

     

    (c)  All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be delivered in person, mailed by certified or registered
      mail, return receipt requested, or sent by telecopier or telex, addressed as
      follows:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (i)  if
      to the Company or any other party hereto, at the address of its principal place
      of business and as last recorded in any of the company’s records;

    


    (ii)  if
      to any subsequent holder of Restricted Stock, to it at such address as may
      have
      been furnished to the Company in writing by such holder;

    


    or,
      in
      any case, at such other address or addresses as shall have been furnished in
      writing to the Company (in the case of a holder of Restricted Stock) or to
      the
      holders of Restricted Stock (in the case of the Company) in accordance with
      the
      provisions of this paragraph.

    


    (d)  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida without regard to principles of conflicts of law.

     

    (e)  This
      Agreement may not be amended or modified, and no provision hereof may be waived,
      without the written consent of the Company and the holders of at least a
      majority of the Restricted Stock.

     

    (f)  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    (g)  The
      Company shall not grant to any third party any registration rights more
      favorable than or inconsistent with any of those contained herein, so long
      as
      any of the registration rights under this Agreement remain in
      effect.

     

    (h)  If
      any
      provision of this Agreement shall be held to be illegal, invalid or
      unenforceable, such illegality, invalidity or unenforceability shall attach
      only
      to such provision and shall not in any manner affect or render illegal, invalid
      or unenforceable any other provision of this Agreement, and this Agreement
      shall
      be carried out as if any such illegal, invalid or unenforceable provision were
      not contained herein.

     

    (i)  This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof.

     

    


     

    [Signatures
      on following page]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Registration
      Rights Agreement as of the day and year first written above.

     

     

     

    
      	 	COMPANY:	 
	 	Gen2Media
              Corporation	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Print
              Name: Mary
              Spio	 
	 	 	 	 
	 	 	Its:
              President	 


    

     

    
      	 	STOCKHOLDER:	 
	 	 	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Print
              Name:	 
	 	 	 	 
	 	 	 	 


    

     

     

     

    8