CLEAR SKIES HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware
This Director and Officer Indemnification Agreement, dated as of December __, 2007 (this “Agreement”), is made by and between Clear Skies Holdings, Inc., a Delaware corporation (the “Company”), and _______________ (the “Indemnitee”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on December 19, 2007, by and among CLEAR SKIES HOLDINGS, INC., a Delaware corporation (“Parent”), CLEAR SKIES ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and CLEAR SKIES GROUP, INC., a New York corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2007, is made by and between Clear Skies Holdings, Inc., a Delaware corporation (“Seller”), and each of Bobby Stanley, Joseph I. Lewis and Carlton Harlow (collectively, “Buyers”).
CLEAR SKIES HOLDINGS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between Clear Skies 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 Clear Skies Holdings, Inc. 2007 Equity Incentive Plan (the “Plan”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of December, 2007, by and between CLEAR SKIES HOLDINGS, INC., a Delaware corporation with offices at 5020 Sunrise Highway, Suite 227, Massapequa Park, New York 11762 (the “Corporation”), and EZRA J. GREEN, an individual residing at 757 Harrison Street, West Hempstead, NY 11552 (“Executive”).
ContractRegistration Rights Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line
CLEAR SKIES HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTEquity Incentive • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 20__ (the “Grant Date”), is between Clear Skies 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 Clear Skies Holdings, Inc. 2007 Equity Incentive Plan (the “Plan”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 20, 2007, by Clear Skies Holdings, Inc., a Delaware corporation (“Assignor”), and BIP Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
CLEAR SKIES GROUP, INC. PLACEMENT AGENT AGREEMENT Dated: November 14, 2007Placement Agent Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Washington
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement") is entered into as of the 30th day of August, 2007, by and between ALPHA ENERGY ("Alpha"), CLEAR SKIES GROUP, INC. ("Clear Skies"), and QUIXOTIC SYSTEMS, INC. ("Quixotic"). For the purposes of this Agreement, the term "Alpha" shall be defined to include Alpha Energy, Alpha Technologies Services, Inc. as well as all other Alpha Group entities. All of the above referenced entities and individuals shall be referred to collectively as the "Parties."
FORM OF NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York
This Note Purchase Agreement (this “Agreement”), dated as of November 7, 2007 (the “Closing Date”) by and between Clear Skies Group, Inc, a New York corporation (the “Company”) and ___________ (“Lender”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware
Reference is made to those discussions among Clear Skies Group, Inc., a New York corporation (“Clear Skies”) and Clear Skies Holdings, Inc., a Delaware corporation (the “Company”), relating to a proposed business combination between Clear Skies and the Company and a related private placement financing (the “Transactions”). In connection with the Transactions, the Company and Clear Skies contemplate entering into a proposed Merger Agreement (the “Merger Agreement”) pursuant to which Clear Skies’s stockholders shall receive common stock, par value $0.001 per share, of the Company (the “Common Stock”) in consideration for shares of Clear Skies held by them at the effective time of the merger. In consideration of the Company and Clear Skies entering into the Transactions, the undersigned hereby agrees as follows:
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber” and, collectively with other purchasers entering into subscription agreements in substantially the same form as this Agreement, “Subscribers”) in connection with its investment in a to be identified public company (“Pubco”) that will acquire all of the issued and outstanding capital stock of Clear Skies Group, Inc., a New York corporation (“CSG”), change its name to Clear Skies Holdings, Inc. and succeed to the business of CSG as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, CSG, are collectively referred to as the “Company”). The Company is conducting a private placement (the “Offering”), pursuant to a Confidential Private Placement Memorandum, dated November 12, 2007, as the same may be supplemented and amended from time to time, including without limitation by the draft Current Report on
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York
This SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is entered into as of the 8th day of November 2007, by and among CLEAR SKIES GROUP, INC., a New York corporation (the "Company") SUSTAINABLE PROFITABILITY GROUP, INC a New York corporation (“SPG”) and MAYUR V. SUBBARAO, an individual (“Subbarao”).
INDEMNITY AND GUARANTY AGREEMENTIndemnity and Guaranty Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York
THIS INDEMNITY AND GUARANTY AGREEMENT (this "Agreement"), is made as of the 25th day of August, 2007, by Ezra Green ("Green"), whose address is 757 Harrisson Street, West Hempstead, NY 11552, and Clar Skies Group, Inc. , a New York corporation whose address is 757 Harrisson Street, West Hempstead, New York (“Clear Skies”). Clear Skies and Green being referred to herein collectively as "Indemnitor Parties" and individually as "Indemnitor"), jointly and severally, in favor of Quixotic Systems, Inc. , a New York corporation ("Quixotic"), whose address is 90 Bedford Street, Suite A, New York, New York 10014.
