GENESIS FLUID SOLUTIONS HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Director and Officer Indemnification Agreement, dated as of ___, 2009 (this “Agreement”), is made by and between Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONGAgreement of Merger and Plan of Reorganization • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on October 30, 2009, by and among Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (“Parent”), Genesis Fluid Solutions Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Genesis Fluid Solutions, Ltd., a Colorado corporation (the “Company”).
GENESIS FLUID SOLUTIONS HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the _____ day of _____ 20_____ (the “Grant Date”), is between Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (the “Company”), and _____ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Genesis Fluid Solutions Holdings, Inc. 2009 Equity Incentive Plan (the “Plan”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of October 30, 2009, by Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (“Assignor”), and Cherry Tankers Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2009, is made by and between Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
Re: Placement Agent AgreementLetter Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This letter agreement (the “Agreement”) confirms our understanding with respect to the engagement by Genesis Fluid Solutions, Inc. (the “Company”) of WFG Investments, Inc (“PA”) as placement agent in connection with the sale of equity or equity-linked securities on a best efforts basis through a private placement or similar unregistered transaction on terms that have been or will be determined by the Company and its advisors (the “Transaction”) to investors (the “Investors”). For purposes hereof, the term “Transaction” also includes a convertible loan or other type of investment convertible into or exchangeable for or otherwise linked to the equity of the Company. The term of the Agreement (the “Term”) shall commence on the date hereof and shall expire six (6) months after the date hereof.
LOCK-UP AGREEMENTLock-Up Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Genesis Fluid Solutions, Ltd., a Colorado corporation (the “Company”). The undersigned understands that the Company will merge with a wholly-owned subsidiary of Genesis Fluid Solutions Holdings, Inc., a publicly traded Delaware company (“Parent”), concurrently with a private placement by Parent of a minimum of 64 Units and a maximum of 300 Units, with each Unit (the “Units”) consisting of 25,000 shares of common stock and a two-year detachable warrant to purchase 12,500 shares of common stock with an exercise price of $2.00 per share, for a purchase price of $25,000 per Unit (the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on thi
ESCROW AGREEMENTEscrow Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of June 25, 2009, by and among Genesis Fluid Solutions, Ltd., a Colorado corporation, with an address at 6660 Delmonico Drive, Suite 242-D, Colorado Springs, Colorado 80919 (“GFS”), and Sichenzia Ross Friedman Ference LLP, with an address at 61 Broadway, New York, New York 10006 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain form of Subscription Agreement, annexed hereto as Schedule I, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Subscription Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies
20400 Stevens Creek Blvd., Suite 700 Cupertino, CA 95014Cherry Tankers Inc. • November 5th, 2009 • Orthopedic, prosthetic & surgical appliances & supplies • California
This letter confirms our agreement that Chadbourn Securities, a division of Colorado Financial Service Corp. (“Chadbourn”) will act as non-exclusive financial advisor to Genesis Fluid Solutions (“you” or the “Company”) in connection with the proposed private placement (an “Offering”) of unregistered equity or equity linked securities of the Company (“Securities”).
VOTING AGREEMENTVoting Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Colorado
VOTING AGREEMENT, dated as of September _____, 2009 (this “Agreement”), by and between Michael Hodges (the “Principal Shareholder”) and (the “Shareholder”).
ASSIGNMENT OF PATENTS AGREEMENTAssignment of Patents Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Colorado
THIS ASSIGNMENT OF PATENTS AGREEMENT (this “Agreement”) by and between Michael Hodges (“Hodges”), Larry Campbell (“Campbell” and together with Hodges, the “Assignors”), and Genesis Fluid Solutions Ltd., a Colorado corporation (together with its successors and assigns, the “Assignee”) is effective as of September 30, 2009.
GENESIS FLUID SOLUTIONS HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENTForm of Incentive Stock Option Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___________, 20___ (the “Grant Date”), is between Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Genesis Fluid Solutions Holdings, Inc. 2009 Equity Incentive Plan (the “Plan”).
ASSIGNMENTAssignment • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This assignment is made by MICHAEL KENT HODGES, 6660 Delmonico Drive Suite 242D, Colorado Springs, CO 80919, and LARRY D. CAMPBELL, 2707 Maple Drive, Harrah, OK 73045 (each of whom is a US citizen and is referred to hereinafter as “ASSIGNOR”) to GENESIS FLUID SOLUTIONS, LTD, a corporation organized under the laws of the State of Colorado and having an office at 6660 Delmonico Drive Suite 242D, Colorado Springs, CO 80919 (“ASSIGNEE”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 5th, 2009 • Cherry Tankers Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
SUBSCRIPTION AGREEMENT made as of this _____ day of ________________, 2009, between Genesis Fluid Solutions Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
