0001469299-11-000071 Sample Contracts

WAXESS HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

Director and Officer Indemnification Agreement • February 9th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Delaware

• Contract Type
  Director and Officer Indemnification Agreement
• Filed
  February 9th, 2011
• Company
  Waxess Holdings, Inc.
• Industry
  Wholesale-beer, wine & distilled alcoholic beverages
• Jurisdiction
  Delaware

This Director and Officer Indemnification Agreement, dated as of February 4, 2011 (this “Agreement”), is made by and between Waxess Holdings, Inc., a Delaware corporation (the “Company”), and _______ (the “Indemnitee”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG WAXESS HOLDINGS, INC. WAXESS ACQUISITION CORP. and WAXESS USA INC. Dated as of February 4, 2011

Agreement of Merger and Plan of Reorganization • February 9th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York

• Contract Type
  Agreement of Merger and Plan of Reorganization
• Filed
  February 9th, 2011
• Company
  Waxess Holdings, Inc.
• Industry
  Wholesale-beer, wine & distilled alcoholic beverages
• Jurisdiction
  New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on February 4, 2011, by and among Waxess Holdings, Inc., a Delaware corporation (“Parent”),Waxess Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Waxess USA, Inc., a California corporation (the “Company”).

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT

Nonqualified Stock Option Agreement • February 9th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Delaware

• Contract Type
  Nonqualified Stock Option Agreement
• Filed
  February 9th, 2011
• Company
  Waxess Holdings, Inc.
• Industry
  Wholesale-beer, wine & distilled alcoholic beverages
• Jurisdiction
  Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between Waxess 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 Waxess Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”).

WAXESS HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT

Incentive Stock Option Agreement • February 9th, 2011 • Waxess Holdings, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Delaware

• Contract Type
  Incentive Stock Option Agreement
• Filed
  February 9th, 2011
• Company
  Waxess Holdings, Inc.
• Industry
  Wholesale-beer, wine & distilled alcoholic beverages
• Jurisdiction
  Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 20__ (the “Grant Date”), is between Waxess 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 Waxess Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”).