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”).
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”).
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”).
