exv10w33






Exhibit 10.33




BEACON ENTERPRISE SOLUTIONS GROUP, INC.




SELLING AGENT AGREEMENT



September 28, 2009




[NAME OF SELLING AGENT]

[ADDRESS]




Attn.: [CONTACT]



Re: Proposed Private Placement



Ladies and Gentlemen:




     BEACON ENTERPRISE SOLUTIONS GROUP, INC., a corporation organized under the laws of Nevada (the
“Company”), proposes to offer for sale (the “Offering”) in a private offering pursuant to
Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) an aggregate
amount of up to $3,000,000 (the “Offering Amount”) of units (each a “Unit,” and, collectively, the
“Units”) at a price of $0.80 per Unit (the “Offering”). Each Unit consists of (i) one share of the
Company Common Stock (the “Company Common Stock”) and (ii) a five (5) year warrant (the “Investor
Warrants”) to purchase 0.50 shares of the Company Common Stock at a price of $1.00 per share. The
Company reserves the right to increase the Offering Amount by 1,250,000 Units or $1,000,000 of
gross proceeds in its discretion. The Units, Company Common Stock and Investor Warrants are
sometimes collectively referred to as the “Securities”). This letter agreement shall confirm our
agreement concerning [NAME OF SELLING AGENT] acting as a non-exclusive selling agent (the “Selling
Agent”) in connection with the offer and sale of the Securities.



     1. Appointment of Selling Agent.



     On the basis of the representations and warranties contained herein, and subject to the terms
and conditions set forth herein, the Company hereby appoints Selling Agent as a non-exclusive
selling agent during the offering period (as defined below) and grants to Selling Agent the right
to offer, as its agent, the Securities pursuant to the terms of this Agreement. On the basis of
such representations and warranties, and subject to such conditions, Selling Agent hereby accepts
such appointment and agrees to use its reasonable best efforts to secure subscribers to purchase
subscriptions for the Securities. The Selling Agent may engage other FINRA member broker-dealer
firms as sub-selling agents, and each such sub-selling agent shall be entitled to such compensation
for its efforts as shall be determined between the Selling Agent and such sub-selling agent. The
Company understands that the Selling Agent is being retained to obtain subscriptions for the
Securities on a “best efforts” basis and has not guaranteed the sale of any Securities and is not
purchasing any of the Securities for its own account.



     2. Terms of the Offering.



          (a) The Offering is being made on a “best efforts” basis with no minimum offering amount of
subscriptions. In the event a subscription is not accepted by the Company or













 






Selling Agent, such rejected subscription funds will be returned to the subscriber without
interest or deduction.




          (b) The Company has prepared a Private Placement Offering Memorandum dated as of September
18, 2009 (together with its exhibits the “PPM”), a form of Warrant and Subscription Agreement to
be delivered to all prospective investors. The PPM, form of Warrant and Subscription Agreement,
including all supplements, exhibits, schedules and appendices thereto and other documents
delivered therewith, are referred to herein as the “Offering Documents” and shall include any
supplements or amendments in accordance with this Agreement. The Offering shall commence on the
date hereof, and shall expire at 3:00 p.m., New York time, on October 31, 2009, unless extended
in the sole discretion of the Company to a date not later than December 31, 2009. Such period, as
same may be so extended, shall hereinafter be referred to as the “Offering Period.”




          (c) Each prospective investor (a “Prospective Investor”) who desires to purchase Securities
shall deliver to the Selling Agent the Subscription Agreement and other Offering Documents
required to be executed by the investor and immediately available funds in the amount necessary
to purchase the amount of Securities such Prospective Investor desires to purchase. The Selling
Agent shall not have any obligation to independently verify the accuracy or completeness of any
information contained in any Offering Documents or the authenticity, sufficiency, or validity of
any check delivered by any Prospective Investor in payment for Securities. Purchasers in the
Offering shall be “accredited investors” as determined in accordance with Regulation D
(“Regulation D”) as promulgated by the Securities and Exchange Commission (the “SEC”). The
Selling Agent and the Company shall be entitled to rely upon the statements made by the
Prospective Investors in the Offering Documents executed by them. Prospective Investors whose
subscriptions are accepted are sometimes referred to herein as “Subscribers”.




     3. Closing/Release of Funds.



          (a) Each closing (a “Closing”) shall be held at such time as the conditions as provided in the
Offering Documents have been satisfied. References herein to the actual closing date thereof shall
be referred to as a “Closing Date.” The parties confirm that there is no minimum amount of
Securities to be sold in the Offering.




          (b) All subscription funds shall be placed in a non interest bearing escrow account at
Signature Bank located at 261 Madison Avenue in New York, New York pursuant to an escrow agreement
to be entered into by and among the Company and Signature Bank as escrow agent. The Company shall
be responsible for the fee of the escrow agent in the amount of $3,500.




          (c) Prior to or at each closing, the Company shall deliver to the Selling Agent the Securities
to be issued to each Subscriber and the Selling Agent whose subscription has been accepted at each
such closing and the Selling Agent Warrants (as defined in Section 5 below) issuable to the Selling
Agent. The Selling Agent and the Company shall execute such closing documents as are customary and
usual, including, without limitation, an escrow release notice, an officers’ certificate and a
subscription acceptance.




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     4. Representations and Warranties of the Selling Agent.



     The Selling Agent represents and warrants to the Company as follows:



          (a) The Selling Agent is duly incorporated and validly existing and in good standing under
the laws of its state of incorporation.




          (b) The Selling Agent is, and at the time of each Closing will be, a duly registered
broker-dealer pursuant to the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder (the “1934 Act”) and any applicable state statute where sales
of the Securities will be made, and a member in good standing of FINRA.




          (c) Offers and sales of Securities by the Selling Agent will be made only in accordance with
this Selling Agreement, the Selling Agent shall not engage in any form of general solicitation or
general advertising that is prohibited by Regulation D in connection with the Offering, or take
any action that might reasonably be expected to jeopardize the availability for the Offering of
the exemption from registration provided by Rule 506 under Regulation D, and the Selling Agent
will furnish to each investor a copy of the Offering Documents prior to accepting any
subscription for the Securities.




     5. Compensation.



          (a) The Selling Agent shall be entitled, on the Closing Date, as compensation for its
services as Selling Agent under this Agreement, to (i) selling Commissions payable in cash equal
to ten percent (10%) of the aggregate gross proceeds of the Securities sold by Selling Agent in
the Offering; and (ii) a non-accountable expense allowance equal to 3% of the gross proceeds of
the Securities sold by Selling Agent in the Offering.




          (b) In addition to the compensation payable to the Selling Agent set forth in clause (a)
above, the Company shall grant the Selling Agent (or its assigns, subject to compliance with the
terms and conditions of this Section) warrants to purchase a number of shares of Common Stock
equal to 10% of the aggregate number of shares of Common Stock (x) included in the Units sold by
Selling Agent and (y) issuable upon exercise of the Investor Warrants sold by Selling Agent (the
“Selling Agent Warrants”). The Agent Warrant will have a cashless exercise provision, contain
weighted average anti-dilution provisions, have the same exercise price as the Investor Warrant
and have the same registration rights as the securities underlying the Units. The Company shall
not include the underlying shares in any registration statement without the prior written consent
of the Selling Agent. The Selling Agent Warrants may be issued to employees and/or affiliates of
the Selling Agent in such amounts as the Selling Agent shall notify in writing the Company prior
to or after the Closing.




     6. Representations and Warranties of the Company.



          (a) The Company represents and warrants to, and agrees with, the Selling Agent that:







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               (i) No Offering Documents or information provided by the Company to the Subscribers,
including, without limitation the SEC Reports (as defined in the Subscription Agreement), contains
or shall contain, or, in the case of the SEC Reports, contained at the time such reports were filed
with the SEC, any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein in light of circumstances made
therein not misleading.



               (ii) The Company is, and on each Closing Date will be, a corporation duly organized, validly
existing, and in good standing under the laws of the place of its formation, with full corporate
power and authority, and has obtained all necessary consents, authorizations, approvals, orders,
licenses, certificates, and permits and declarations of and from, and has made filings with, all
federal, state and local authorities, to own, lease, license, and use its properties and assets and
to conduct its business as presently conducted and/or in any such case where the failure to have
any of the foregoing would not have a material adverse effect on the Company’s presently conducted
business. As of the date hereof, the Company is, and on each Closing Date shall be, duly qualified
to do business and is in good standing in every jurisdiction in which its ownership, leasing,
licensing, or use of property and assets or the conduct of its business makes such qualification
necessary except where the failure to be so qualified would not have a material adverse effect on
the Company’s business.



               (iii) As of the date hereof, except as disclosed in the Offering Documents or the SEC Reports
        , there is no, and as of each Closing Date there shall not be any, litigation, arbitration, claim,
governmental or other proceeding (formal or informal), or investigation pending or to the Company’s
knowledge threatened, with respect to the Company, or its respective operations, businesses,
properties, or assets, except which individually or in the aggregate do not now have and will not
in the future have a material adverse effect upon the operations, business, properties, or assets
of the Company.



               (iv) The Company is not in violation or breach of, or in default with respect to, any material
term of its articles of incorporation or by-laws, as amended, as in effect as the date hereof and
as of each Closing Date.



               (v) The Company has all requisite corporate power and authority to execute, deliver, and
perform this Agreement and to consummate the transactions contemplated hereby. All necessary
corporate proceedings of the Company have been duly taken to authorize the execution, delivery, and
performance by the Company of this Agreement and the Offering Documents and the consummation of the
transactions contemplated hereby and thereby.



               (vi) The Securities and the Selling Agent Warrants, when issued and delivered pursuant to the
terms hereof shall be duly authorized, validly issued, fully paid and non-assessable, without any
personal liability attaching to the ownership thereof solely by being such holder and shall not
have been issued in violation of any preemptive rights of stockholders.



               (vii) Neither the Company nor any of its officers, directors, or affiliates, has engaged or
will engage, directly or indirectly, in any act or activity that may jeopardize the status of the
offering and sale of the Securities as an exempt transaction under Regulation D of the Securities
Act of 1933, as amended.



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               (viii) The Selling Agent shall be entitled to rely upon the representations and warranties
contained in the Offering Documents on the same basis as if the representations and warranties have
been made hereunder to the Selling Agent, all of which are incorporated herein by reference.



               (ix) To the knowledge of the Company after reasonable investigation, during the past five
years, except as disclosed in the Offering Documents or the SEC Reports, none of the current
officers or directors of the Company have been:



               (a) The subject of a petition under the federal bankruptcy laws or any state insolvency law
filed by or against them, or by a receiver, fiscal agent or similar officer appointed by a court
for their business or property, or any partnership in which any or them was a general partner at or
within two years before the time of such filing, or any corporation or business association of
which any of them was an executive officer at or within two years before the time of such filing;



               (b) Convicted in a criminal proceeding or a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses);



               (c) The subject of any order, judgment, or decree not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any of them
from, or otherwise limiting, any of the following activities:




               (i) acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission, or an associated person of any
of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities,
or as an affiliated person, director or employee of any investment company, bank, savings
and loan association or insurance company, or engaging in or continuing any conduct or
practice in connection with any such activity;




               (ii) engaging in any type of business practice; or




               (iii) engaging in any activity in connection with the purchase or sale of any security
or commodity or in connection with any violation of federal or state securities law or
federal commodity laws.



               (d) the subject of any order, judgment or decree, not subsequently reversed, suspended or
vacated of any federal or state authority barring, suspending or otherwise limiting for more than
sixty (60) days their right to engage in any activity described in paragraph (c)(i) above, or be
associated with persons engaged in any such activity;



               (e) found by any court of competent jurisdiction in a civil action or by the Securities and
Exchange Commission to have violated any federal or state securities law, and the judgment in such
civil action or finding by the Commission has not been subsequently reversed, suspended or vacated;



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               (f) found by a court of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any federal commodities law, and the judgment in such civil
action or finding by the Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated; or



               (g) found by a court or an administrative agency to have or is alleged to have violated any
foreign securities laws.



               (ix) The Company and its subsidiaries maintain a system of internal accounting and other
controls sufficient to provide reasonable assurances that: (i) transactions are executed in
accordance with management’s general or specific authorizations, (ii) transactions are recorded as
necessary to permit preparation of reliable financial statements in conformity with United States
generally accepted accounting principles and to maintain accountability for assets, (iii) access to
assets is permitted only in accordance with management’s general or specific authorization, and
(iv) the recorded accounting for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any material differences.



               (x) Neither the Company nor any of its subsidiaries has violated or is currently in violation
of any provisions of: (a) any federal or state environmental law, (b) Employee Retirement Income
Security Act of 1974, as amended, including the regulations and published interpretations
thereunder (“ERISA”), (c) the Bank Secrecy Act, as amended, (d) the Money Laundering Control Act of
1986, as amended, (e) the Foreign Corrupt Practices Act, or (f) the Uniting and Strengthening of
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (“USA Patriot
Act”) Act of 2001, and the rules and regulations promulgated under any such law, or any successor
law.



               (xi) The Company and its subsidiaries (A) have paid, as applicable. all federal, state, local
and foreign taxes for which it is liable and has furnished all information returns it is required
to furnish pursuant to the Internal Revenue Code of 1986, as amended, (B) have established adequate
reserves for such taxes which are not due and payable and (C) does not have any tax deficiency or
claims outstanding, proposed or assessed against it.



               (xii) All offers and sales of securities of the Company issued during the three year period
prior to the date hereof were at all relevant times duly registered or exempt from the registration
requirements of the Act (or applicable foreign securities laws) and the rules and regulations
thereunder and were duly registered or the subject of an available exemption from the registration
requirements of the applicable United States’ state securities or blue sky laws. Except as
disclosed in the Offering Documents or SEC Reports, the Company has not, directly or indirectly,
solicited any offer to buy or offered to sell any securities during the twelve-month period ending
on the date hereof which, to the knowledge of the Company, would be integrated with the Offering.



     7. Covenants of the Company.



     The Company covenants that it will:



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          (a) Deliver without charge to the Selling Agent such number of copies of the Offering
Documents and any supplement or amendment thereto as may reasonably be requested by the Selling
Agent.




          (b) Notify you promptly of rejection of any subscription. The Company shall not accept
subscriptions from, or make sales of Securities to, any Subscribers who are not, to the Company’s
knowledge, accredited investors.




          (c) The Company shall cause, at its cost and expense, all “blue sky” filings related to the
Offering and required by applicable law to be made in due and proper form and substance and in a
timely manner as required under the laws of the states in which Securities are sold (“Blue Sky
Filings”). In addition, the Company shall cause, at its cost and expense, a Form D related to
the Offering to be filed with the Securities and Exchange Commission (“SEC”) in due and proper
form and substance and in a timely manner. The Company shall deliver true and correct copies of
all Blue Sky Filings and the Form D, as filed with the SEC, to the Selling Agent within 5 days of
the final closing date.




          (d) The Company shall be responsible for the costs of its own legal counsel.




          (e) Following the final Closing, and not prior to the final closing, the Company may issue a
press release disclosing the closing of the Offering and the services of Selling Agent as a selling
agent. Nothing contained in this Section 7(e) shall prevent the Company from making any required
disclosures under the rules and regulations of the SEC.




     8. Conditions of Closing.



     The obligations of the Selling Agent pursuant to this Agreement shall be subject, in its
discretion, to the continuing accuracy of the representations and warranties of the Company
contained herein and in each certificate and document contemplated under this Agreement to be
delivered to the Selling Agent, as of the date hereof and as of the Closing Date, with respect to
the performance by the Company of its obligations hereunder, and to the following conditions:



          (a) At the Closing, the Selling Agent, the investors and the Company shall have executed
Offering Documents in form and substance reasonably acceptable to them.




          (b) All proceedings taken in connection with the issuance, sale, and delivery of the
Securities shall be satisfactory in form and substance to Selling Agent, the Subscribers and the
Company.




     9. Termination.



     This Agreement may be terminated by the Selling Agent (i) at anytime in the event the Selling
Agent has determined, in good faith, that the Offering Documents fail to contain a material fact
required to be stated therein or necessary to make the statements therein not misleading or
(ii) upon five (5) business days written notice. The Company may terminate this Agreement for any
reason upon giving five (5) business days’ prior notice thereof to Selling Agent, provided,
however, that in the event that Selling Agent does not perform any obligation under this
Agreement or any representation



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and warranty of Selling Agent hereunder is incomplete or inaccurate in any respect, this
Agreement and all of the obligations of the Company hereunder may be immediately terminated by the
Company by notice thereof to Selling Agent. Notwithstanding anything to the contrary herein, the
Selling Agent shall be entitled to all compensation otherwise payable to it pursuant to Section 5
hereunder with respect to any subscription accepted by the Company.




     10. Indemnification and Contribution.



          (a) The Company agrees to indemnify and hold harmless the Selling Agent, its officers,
directors, partners, employees, agents, and counsel, and each person, if any, who controls the
Selling Agent within the meaning of Section 15 of the Act or Section 20(a) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), against any and all loss, liability, claim,
damage, and expense whatsoever (which shall include, for all purposes of this Section 10, but not
be limited to, attorneys’ fees and any and all expense whatsoever incurred in investigating,
preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever
and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising
out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a
material fact contained in the Offering Documents, or any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading, unless such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company as stated in Section 10(b) with respect to the Selling
Agent expressly for inclusion in the Offering Documents or (ii) any breach of any representation,
warranty, covenant, or agreement of the Company contained in this Agreement. The foregoing
agreement to indemnify shall be in addition to any liability the Company may otherwise have,
including liabilities arising under this Agreement.




     If any action is brought against the Selling Agent or any of its officers, directors,
partners, employees, agent, or counsel, or any controlling persons of the Selling Agent (an
“indemnified party”), in respect of which indemnify may be sought against the Company pursuant to
the foregoing paragraph, such indemnified party or parties shall promptly notify the Company (the
“indemnifying party”) in writing of the institution of such action (but the failure so to notify
shall not relieve the indemnifying party from any liability it may have other than pursuant to this
Section 10(a)) and the indemnifying party shall promptly assume the defense of such action,
including the employment of counsel (reasonably satisfactory to such indemnified party or parties)
and payment of expenses. Such indemnified party shall have the right to employ its own counsel in
any such case, but the fees and expense of such counsel shall be at the expense of such indemnified
party unless the employment of such counsel shall have been authorized in writing by the
indemnifying party in connection with the defense of such action or the indemnifying party shall
not have promptly employed counsel satisfactory to such indemnified party or parties to have charge
of the defense of such action or such indemnified party or parties shall have reasonably concluded
that there may be one or more legal defenses available to it or them or to other indemnified
parties which are different from or additional to those available to one or more of the
indemnifying parties, in any of which events such reasonable fees and expenses of one such counsel
shall be borne by the indemnifying party and the indemnifying party shall not have the right to
direct the defense of such action on behalf of the indemnified party or parties. Anything in this
paragraph to the contrary notwithstanding, the indemnifying party shall not be liable for any
settlement of any such claim or action effected without its written consent. The Company agrees to
promptly notify the Selling Agent of the commencement of any litigation or



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proceedings against the Company or any of its officers or directors in connection with the
sale of the Securities or the Offering Documents.




          (b) The Selling Agent agrees to indemnify and hold harmless the Company, its officers,
directors, employees, agents, and counsel, and each other person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, to the same
extent as the foregoing indemnity from the Company to the Selling Agent in Section 10(a), with
respect to any and all loss, liability, claim, damage, and expense whatsoever (which shall include,
for all purposes of this Section 10, but not be limited to, attorneys’ fees and any and all expense
whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or
threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or
litigation) as and when incurred arising out of, based upon, or in connection with (i) statements
or omissions, if any, made in the Offering Documents in reliance upon and in conformity with
written information furnished to the Company with respect to the Selling Agent expressly for
inclusion in the Offering Documents, and (ii) or any breach of any representation, warranty,
covenant or agreement of the Selling Agent contained in this Agreement. If any action shall be
brought against the Company or any other person so indemnified based on the Offering Documents and
in respect of which indemnity may be sought against the Selling Agent pursuant to this Section, the
Selling Agent shall have the rights and duties given to the indemnifying party, and the Company and
each other person so indemnified shall have the rights and duties given to the indemnified parties,
by the provisions of Section 10(a) hereof.




          (c) To provide for just and equitable contribution, if (i) an indemnified party makes a claim
for indemnification pursuant to Section 10(a) or 10(b) hereof but it is found in a final judicial
determination, not subject to further appeal, that such indemnification may not be enforced in such
case, even though this Agreement expressly provides for indemnification in such case, or (ii) any
indemnified or indemnifying party seeks contribution under the Act, the Exchange Act, or otherwise,
then the Company (including for this purpose any contribution made by or on behalf of any officer,
director, employee, agent, or counsel of the Company, or any controlling person of the Company), on
the one hand, and the Selling Agent (including for this purpose any contribution by or on behalf of
an indemnified party), on the other hand, shall contribute to the losses, liabilities, claims,
damages, and expenses whatsoever to which any of them may be subject, in such proportions as are
appropriate to reflect the relative benefits received by the Company, on the one hand, and the
Selling Agent, on the other hand; provided, however, that if applicable law does not permit such
allocation, then other relevant equitable considerations such as the relative fault of the Company
and the Selling Agent in connection with the facts which resulted in such losses, liabilities,
claims, damages, and expenses shall also be considered. The relative benefits received by the
Company, on the one hand, and the Selling Agent, on the other hand, shall be deemed to be in the
same proportion as (x) the total proceeds from the Offering (net of compensation payable to the
Placement Agent pursuant to Section 5(a) hereof but before deducting expenses) received by the
Company, and (y) the compensation received by the Selling Agent pursuant to Section 5(a) hereof.




     The relative fault, in the case of an untrue statement, alleged untrue statement, omission, or
alleged omission, shall be determined by, among other things, whether such statement, alleged
statement, omission, or alleged omission relates to information supplied by the Company or by the
Selling Agent, and the parties’ relative intent, knowledge, access to information, and opportunity
to



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correct or prevent such statement, alleged statement, omission, or alleged omission. The
Company and the Selling Agent agree that it would be unjust and inequitable if the respective
obligations of the Company and the Selling Agent for contribution were determined by pro rata or
per capita allocation of the aggregate losses, liabilities, claims, damages, and expenses or by any
other method of allocation that does not reflect the equitable considerations referred to in this
Section 10(c). In no case shall the Selling Agent by responsible for a portion of the contribution
obligation in excess of the compensation received by it pursuant to Section 5(a) hereof. No person
guilty of a fraudulent misrepresentation shall be entitled to contribution from any person who is
not guilty of such fraudulent misrepresentation. For purposes of this Section 10(c), each person,
if any, who controls the Selling Agent within the meaning of Section 15 of the Act or Section 20(a)
of the Exchange Act and each officer, director, partners, employee, agent, and counsel of the
Selling Agent, shall have the same rights to contribution as the Selling Agent, and each person, if
any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act and each officer, director, employee, agent, and counsel of the Company, shall have
the same rights to contribution as the Company, subject in each case to the provisions of this
Section 10(c). Anything in this Section 10(c) to the contrary notwithstanding, no party shall be
liable for contribution with respect to the settlement of any claim or action effected without its
written consent.




     11. Non-Solicitation.



     The Company agrees that, for a period of six (6) months from the date hereof (the
“Non-Solicitation Period”), it shall not solicit any offer to buy from or offer to sell to any of
the persons (individuals and/or entities) introduced to the Company by the Selling Agent in
connection with the Offering (whether or not such persons invest in the Offering), any securities
of the Company or of any affiliate, with any selling agent, placement agent, broker or dealer,
other than Selling Agent. In the event that during the Non-Solicitation Period, the Company or any
of its affiliates, directly or indirectly, solicits, offers to buy from or offers to sell to any
such persons any such securities from any other, placement agent, securities broker or dealer or
selling agent other than Selling Agent, the Company shall pay to the Selling Agent the same
compensation payable to the Selling Agent as described under Section 5 hereof. Notwithstanding the
foregoing, during the Non-Solicitation Period, the Company shall not give the names of the
subscribers to any other broker dealer or selling or placement agent; provided, however, it shall
not be a violation of this Section if the Company includes the names of the persons who decide to
invest in the Offering in any public filing made by the Company including but not limited to
filings that the Company makes with SEC. Upon receipt of written request by the Selling Agent, the
Company shall promptly deliver to the Selling Agent the names of any persons with whom the Company
completes a subsequent financing within 6 months from the date of the Closing Date. This Section 11
shall survive termination of this Agreement.



     12. Representations and Agreements to Survive Delivery.



     All representations, warranties, covenants, and agreements contained in this Agreement shall
be deemed to be representations, warranties, covenants, and agreements at the Closing Date and,
such representations and warranties shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Selling Agent or any indemnified person, or by or
on behalf of the Company or any person or entity which is entitled to be indemnified under
Section 10, and shall survive for a period of two (2) years from the date hereof. In addition,
notwithstanding the foregoing



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and any election hereunder or any termination of this Agreement, and whether or not the terms
of this Agreement are otherwise carried out, the provisions of Section 10 shall survive for a
period of five (5) years from the date hereof.




     13. Notices.



     All communications hereunder, except as may be otherwise specifically provided herein, shall
be in writing and shall be either (i) mailed by first class mail in which case delivery shall be
deemed to be made three days following deposit in the United States mail; or (ii) sent by overnight
courier service in which case delivery shall be deemed to be made upon delivery, to: [NAME OF
SELLING AGENT] [ADDRESS], Attention: [SELLING AGENT CONTACT]; and Beacon Enterprise Solutions
Group, Inc., 1961 Bishop Lane, Louisville, Kentucky 40218, Attention: Bruce Widener, CEO.



     14. Parties.



     This Agreement shall inure solely to the benefit of, and shall be binding upon, the Selling
Agent and the Company and the persons and entities referred to in Section 10 who are entitled to
indemnification or contribution, and their respective successors, legal representatives, and
assigns (which shall not include any purchaser, as such, of Securities), and no other person shall
have or be construed to have any legal or equitable right remedy, or claim under or in respect of
or by virtue of this Agreement or any provision herein contained.



     15. Construction; Governing Law; Submission to Jurisdiction.



     This Agreement shall be construed in accordance with the laws of the State of New York,
without giving effect to conflict of laws. Any legal suit, action or proceeding arising out of or
relating to this Subscription Agreement or the transactions contemplated hereby shall be instituted
exclusively in New York Supreme Court, County of New York, or in the United States District Court
for the Southern District of New York. The parties hereto hereby: (i) waives any objection which
they may now have or hereafter have to the venue of any such suit, action or proceeding, and (ii)
irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and the
United States District Court for the Southern District of New York in any such suit, action or
proceeding. The parties further agree to accept and acknowledge service of any and all process
which may be served in any such suit, action or proceeding in the New York Supreme Court, County of
New York, or in the United States District Court for the Southern District of New York and agree
that service of process upon a party mailed by certified mail to such party’s address shall be
deemed in every respect effective service of process upon such party in any such suit, action or
proceeding.



     17. No Fiduciary Relationship.



     The Company acknowledges and agrees that: (i) the offering and sale of the Securities pursuant
to this Agreement is an arm’s-length commercial transaction between the Company and the Prospective
Investors; (ii) in connection therewith and with the process leading to the Offering, the Selling
Agent is acting solely as a principal and not the agent or fiduciary of the Company; (iii) the
Selling Agent has not assumed an advisory or fiduciary responsibility in favor of the Company with



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respect to the Offering contemplated hereby or the process leading thereto, including any
negotiation related to the pricing of the Securities; and (iv) the Company has consulted its own
legal and financial advisors to the extent it has deemed appropriate in connection with this
Agreement and the Offering.




[signature page appears next]




     18. Counterparts.



     This Agreement may be executed in counterparts, each of which shall constitute an original and
all of which, when taken together, shall constitute one agreement. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof. This Agreement shall become effective when one or more counterparts
has been signed and delivered by each of the parties hereto.



     If the foregoing correctly sets forth the understanding between us, please so indicate in the
space provided below for that purpose, whereupon this agreement shall constitute a binding
agreement between us.



	 	 	 	 	 
	 	Very truly yours,



BEACON ENTERPRISE SOLUTIONS GROUP, INC

 	 
	 	By:  	/s/ Bruce
Widener	 
	 	Name:  	 	Bruce Widener	 
	 	Title:  	 	CEO	 
	 



	 	 	 	 	 
	Accepted as of the date	 	 
	first above written:

	 	 
	 
	 	 	 	 
	[SELLING AGENT]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

[CONTACT NAME]
	 	 
	Title:

	 	[CONTACT TITLE]	 	 







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