Allen Partners 7700 Congress Avenue, Suite 3207 Boca Raton, FL 33487 Ladies and Gentlemen:Beacon Enterprise Solutions Group Inc • January 13th, 2009 • Telephone communications (no radiotelephone)
This letter is being delivered to you in connection with the Placement Agency Agreement (the “Placement Agency Agreement”) between Beacon Enterprise Solutions Group, Inc., a Nevada corporation (the “Company”) and Allen Partners (“Allen Partners”) relating to the private offering of up to 3,750,000 units ($3,000,000), with each unit (a “Unit”) being offered and sold at $0.80 per Unit. Each Unit shall consist of (i) I share of the Company’s common stock, $0.001 par value (“Common Stock”) per share (each, a “Share” and collectively, the “Shares”) and (ii) warrants (each, a “Warrant” and collectively, the “Warrants”) to purchase 0.50 shares of Common Stock (the “Warrant Shares”) at an initial exercise price equal to $1.00 per share. The Units are being offered to “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, pursuant to the Private Placement Memorandum dated July 25, 2008, as the same may be supplemented from time t
ContractBeacon Enterprise Solutions Group Inc • January 13th, 2009 • Telephone communications (no radiotelephone) • New York
As of July 25, 2008 Beacon Enterprise Solutions Group, Inc. 124 North First Street, Louisville, KY 40202 Attention: Bruce Widener, Chief Executive Officer Dear Mr. Widener:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • January 13th, 2009 • Beacon Enterprise Solutions Group Inc • Telephone communications (no radiotelephone) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _______ __, 200_, by and among (i) Beacon Enterprise Solutions Group, Inc., a Nevada corporation (the “Company”), (ii) each person listed on Exhibit A attached hereto (collectively, the “Investors” and each individually, an “Initial Investor”), (iii) Allen Partners, a Delaware limited liability company (the “Placement Agent”) and (iv) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 12 hereof (collectively, the “Investor Permitted Transferees” and each individually an “Investor Permitted Transferee”).
