AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • July 7th, 2008 • Beacon Energy Holdings, Inc. • Services-employment agencies • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on June 30, 2008, by and among BEACON ENERGY HOLDINGS, INC., a Delaware corporation (“Parent”), BEACON ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and BEACON ENERGY CORP., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 7th, 2008 • Beacon Energy Holdings, Inc. • Services-employment agencies • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2008, is made by and between Beacon Energy Holdings, Inc., a Delaware corporation (“Seller”), and each of Frederick L. Sliva, Arthur Lawson and Carol Lawson (collectively, “Buyers”).
BEACON ENERGY HOLDINGS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • July 7th, 2008 • Beacon Energy Holdings, Inc. • Services-employment agencies • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between Beacon Energy 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 Beacon Energy Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”).
ContractEQM Technologies & Energy, Inc. • January 6th, 2014 • Industrial organic chemicals • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE DEBTOR, THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 1, 2012 (the “Effective Date”), by and between Environmental Quality Management, Inc., a Delaware corporation (the “Company”), with an address at 1800 Carillon Blvd., Cincinnati, OH 45240, and Jack S Greber, who currently resides at 5722 Saddleridge Drive, Cincinnati, OH 45247 (“Executive”).
BEACON ENERGY HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTEquity Incentive • July 7th, 2008 • Beacon Energy Holdings, Inc. • Services-employment agencies • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 20__ (the “Grant Date”), is between Beacon Energy 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 Beacon Energy Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”).
TO FINANCING AGREEMENTFinancing Agreement • August 10th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS FOURTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of December 29, 2010 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
AGREEMENT AND PLAN OF MERGER AMONG BEACON ENERGY HOLDINGS, INC., BEACON ACQUISITION, INC. , AND ENVIRONMENTAL QUALITY MANAGEMENT, INC. Dated as of January 25, 2011 AGREEMENT OF PLAN AND MERGERAgreement and Plan of Merger • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2011 (this “ Agreement ”), among Beacon Energy Holdings, Inc., a Delaware corporation (“ Parent ”), Beacon Acquisition, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and Environmental Quality Management, Inc., an Ohio corporation (the “ Company ”).
PLEDGE AGREEMENTPledge Agreement • November 14th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of September 28, 2012 (the “Effective Date”), is entered into by and between EQM TECHNOLOGIES & ENERGY, INC., a Delaware corporation (“Debtor”), whose principal place of business and mailing address is 1800 Carillon Boulevard, Cincinnati, Ohio 45240, and FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), for itself and as agent for each of its affiliates (collectively, “Secured Party”). Debtor hereby grants to Secured Party a continuing security interest in and to, and a Lien on, and hereby assigns to Secured Party as collateral, all of the “Pledged Collateral”, as defined in Section 2 of this Agreement. Debtor and Secured Party hereby further agree as follows:
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of ___________ __, 2011, by and between EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Purchaser”).
AMENDED AND RESTATED GUARANTYGuaranty • January 6th, 2014 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of December 31, 2013 (the “Effective Date”), is made by EQM TECHNOLOGIES & ENERGY, INC., a Delaware corporation (“Guarantor”), to, and for the benefit of, FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, a national banking association, for itself and as agent for each of its affiliates (collectively, “Bank”). This Guaranty amends and restates in its entirety that certain Guaranty made by Guarantor in favor of Bank dated as of September 28, 2012 (the “Existing Guaranty”).
TO FINANCING AGREEMENTFinancing Agreement • August 10th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of September 12, 2008 (the “Effective Date”), by and between ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
BEACON ENERGY HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • July 7th, 2008 • Beacon Energy Holdings, Inc. • Services-employment agencies • Delaware
This Director and Officer Indemnification Agreement, dated as of June __, 2008 (this “Agreement”), is made by and between Beacon Energy Holdings, Inc., a Delaware corporation (the “Company”), and __ (the “Indemnitee”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • July 7th, 2008 • Beacon Energy Holdings, Inc. • Services-employment agencies • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of June 30, 2008, by Beacon Energy Holdings, Inc., a Delaware corporation (“Assignor”), and Laurence Associates Consulting Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 5th, 2013 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made as of February 27, 2013 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE”), VERTTERRE CORPORATION, a New Mexico corporation (“Vertterre”; and together with EQMI and EQE, each a “Borrower” and collectively, the “Borrowers”), and FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”). Each Borrower and Bank hereby agrees as follows:
U.S. $20,000,000 FINANCING AGREEMENT, dated as of October 31, 2006, between U.S. BANK NATIONAL ASSOCIATION as Bank and ENVIRONMENTAL QUALITY MANAGEMENT, INC. as BorrowerFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
THIS FINANCING AGREEMENT (this “Agreement”) between U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), and ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation, is as follows:
TO FINANCING AGREEMENTFinancing Agreement • August 10th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS THIRD AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 10, 2009 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger And • August 19th, 2008 • Beacon Energy Holdings, Inc. • Services-employment agencies • New York
THIS AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on June 30, 2008, by and among LAURENCE ASSOCIATES CONSULTING, INC., a Nevada corporation (“Parent”), BEACON ENERGY HOLDINGS, INC., a Delaware corporation (“Holdings”), which is a wholly owned subsidiary of Parent, BEACON ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Holdings, and BEACON ENERGY CORP., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
This Amendment No. 1 to Registration Rights Agreement, dated as of March 30, 2012 (this “Amendment”), amends that certain Registration Rights Agreement, dated as of December 30, 2011 (the “Agreement”), by and among EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and the holders of securities of the Company listed on the signature pages to the Agreement. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • January 6th, 2014 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
U.S. $20,000,000 FINANCING AGREEMENT, dated as of October 31, 2006, between U.S. BANK NATIONAL ASSOCIATION as Bank and ENVIRONMENTAL QUALITY MANAGEMENT, INC. as BorrowerFinancing Agreement • August 10th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS FINANCING AGREEMENT (this “Agreement”) between U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), and ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation, is as follows:
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 16th, 2009 • Beacon Energy Holdings, Inc. • Services-employment agencies • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) entered into as of April 10, 2009, by and among BEACON ENERGY HOLDINGS, INC. (the “Company”) and the lenders listed on Schedule A hereto (the “Lenders”).
AGREEMENT AND RELEASEAgreement and Release • March 27th, 2014 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
Agreement and Release (“Agreement”) executed this 27th day of March, 2014, by and between James E. Wendle (“Executive”) with an address at 7585 Blue Fox Run, West Chester, Ohio 45069 and Environmental Quality Management, Inc., a Delaware corporation, its parents, subsidiaries and affiliates (the “Company”) with an address at 1800 Carillon Blvd., Cincinnati, OH 45240.
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
THIS AMENDED AND RESTATED LEASE AGREEMENT is made effective as of November 1, 2006, between Carillon Partners, LLC, an Ohio limited liability company (“Lessor”), whose address is 1800 Carillon Boulevard, Cincinnati, Ohio 45240, and Environmental Quality Management, Inc., an Ohio corporation (“Lessee”), whose address is 1800 Carillon Boulevard, Cincinnati, Ohio 45240.
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS SIXTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of March 15, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 30, 2011, by and between EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Purchaser”).
AMENDED AND RESTATED GUARANTYEQM Technologies & Energy, Inc. • March 5th, 2013 • Industrial organic chemicals
THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of February 27, 2013 (the “Effective Date”), made by EQM TECHNOLOGIES & ENERGY, INC., a Delaware corporation (“Guarantor”), to, and for the benefit of, FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, a national banking association, for itself and as agent for each of its affiliates (collectively, “Bank”). This Guaranty amends and restates in its entirety that certain Guaranty made by Guarantor in favor of Bank dated as of September 28, 2012 (the “Existing Guaranty”).
LOAN AGREEMENT, dated as of September 28, 2012, between FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, as Bank, and ENVIRONMENTAL QUALITY MANAGEMENT, INC., and EQ ENGINEERS, LLC, as BorrowersLoan Agreement • November 14th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
THIS LOAN AGREEMENT (this “Agreement”) among FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”), ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), and EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE”), is as follows:
TO FINANCING AGREEMENTFinancing Agreement • August 10th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS SIXTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of March 15, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
PURCHASE AND SALE AGREEMENTNon-Solicitation Agreement • April 1st, 2013 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Texas
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), is entered into effective the 31st day of December, 2012, by and among Beacon Energy (Texas) Corp., a Delaware corporation (“Seller”), Delek Renewables, LLC, a Delaware limited liability company (“Buyer”), and EQM Technologies & Energy, Inc., a Delaware corporation (“Guarantor”). Seller and Buyer are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
This Management Services Agreement (this “Agreement”) is entered into effective July 1, 2012, by and between EQM Technologies & Energy, Inc. a Delaware Corporation (“EQM” or the “Company”) and Argentum Equity Management, L.L.C., a Delaware limited liability company (the “Management Services Provider” or “Argentum”).
ContractEQM Technologies & Energy, Inc. • January 6th, 2014 • Industrial organic chemicals • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW AND, ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS FIRST AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of October 1, 2007 (the “Effective Date”), by and between ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of December 30, 2011, by and among EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and the holders of securities of the Company listed on the signature pages hereto (collectively, the “Investors” and, individually, an “Investor”).
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS THIRD AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 10, 2009 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
