HALCYON JETS HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 23rd, 2007 • Greenleaf Forest Products, Inc. • Retail-lumber & other building materials dealers • Delaware
This Director and Officer Indemnification Agreement, dated as of August ___, 2007 (this “Agreement”), is made by and between Halcyon Jets Holdings, Inc., a Delaware corporation (the “Company”), and Andrew Drykerman (the “Indemnitee”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG GREENLEAF FOREST PRODUCTS, INC. HALCYON JETS ACQUISITION CORP. and HALCYON JETS, INC. Dated as of August 17, 2007Agreement of Merger and Plan of Reorganization • August 23rd, 2007 • Greenleaf Forest Products, Inc. • Retail-lumber & other building materials dealers • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on August 17, 2007, by and among GREENLEAF FOREST PRODUCTS, INC., a Delaware corporation (“Parent”), HALCYON JETS ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and HALCYON JETS, INC., a Nevada corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 23rd, 2007 • Greenleaf Forest Products, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 17, 2007, is made by and between Greenleaf Forest Products, Inc., a Delaware corporation (“Seller”), and Michelle Maresova (“Buyer”).
GREENLEAF FOREST PRODUCTS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 23rd, 2007 • Greenleaf Forest Products, Inc. • Retail-lumber & other building materials dealers • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the _ day of August, 2007 (the “Grant Date”), is between Greenleaf Forest Products, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a [choose one] [key employee, director, advisor and/or consultant] of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Greenleaf Forest Products, Inc. 2007 Equity Incentive Plan (the “Plan”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 23rd, 2007 • Greenleaf Forest Products, Inc. • Retail-lumber & other building materials dealers • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated and effective as of the 1 day of April, 2007, is entered by and between Halcyon Jets, Inc., a Nevada corporation (the “Company”), located at 336 West 37th Street, Eighth Floor, New York, New York 10018 and Jonathan R. Gilbert (the “Executive”) having an address at 36 Sycamore Lane Roslyn Heights, NY 11577. The Company and the Executive may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • August 23rd, 2007 • Greenleaf Forest Products, Inc. • Retail-lumber & other building materials dealers • New York
SUBSCRIPTION AGREEMENT made as of this ___ day of ____________, 2007, between Halcyon Jets Holdings, Inc., a Delaware corporation, with offices at 336 W. 37th Street, 8th Floor, New York, New York, 10018, and the undersigned (the “Subscriber”). The term “Company,” as used herein, is defined as set forth in the PPM (as defined below).
GREENLEAF FOREST PRODUCTS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 23rd, 2007 • Greenleaf Forest Products, Inc. • Retail-lumber & other building materials dealers • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of August, 2007 (the “Grant Date”), is between Greenleaf Forest Products, 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 Greenleaf Forest Products, Inc. 2007 Equity Incentive Plan (the “Plan”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 23rd, 2007 • Greenleaf Forest Products, Inc. • Retail-lumber & other building materials dealers
The undersigned is a director, executive officer or beneficial owner of shares of common stock (“Company Shares”) of Halcyon Jets, Inc., a Nevada corporation (the “Company”). The undersigned understands that the Company will merge (the “Merger”) with a wholly-owned subsidiary of a publicly traded company (the “Parent”), concurrently with a private placement by the Parent of up to 100 units (the “Units”) of the Parent, each Unit consisting of 100,000 shares of common stock, par value $0.001 per share, of the Parent (“Parent Stock”) and a detachable transferable warrant to purchase 50,000 shares of Parent Stock at an exercise price of $1.00 per share (the “Funding Transaction”). The undersigned also understands that Meyers & Associates, Manhattan Global Asset Corp. and Derek Alexander and Company have acted as placement agents with respect to the Funding Transaction (the “Placement Agents”). The undersigned understands that the Company, the Parent and the Placement Agents will proceed wi
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • August 23rd, 2007 • Greenleaf Forest Products, Inc. • Retail-lumber & other building materials dealers • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of August 17, 2007, by Greenleaf Forest Products, Inc., a Delaware corporation (“Assignor”), and Greenleaf Forest Products Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
