0001144204-08-038837 Sample Contracts

BEACON ENERGY HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer 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”).

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AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Merger Agreement • 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”).

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STOCK PURCHASE AGREEMENT
Stock 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”).

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BEACON ENERGY HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • 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”).

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BEACON ENERGY HOLDINGS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified 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”).

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AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • 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”).

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