Exhibit 10.26
 
 SUBSCRIPTION AND INVESTMENT AGREEMENT
(SERIES C)
 BY AND AMONG
 BEACON ENERGY CORP.
 THE INVESTORS IDENTIFIED HEREIN
 AND
 METALICO, INC.
 MAY 15, 2008
 
 SUBSCRIPTION AND INVESTMENT AGREEMENT
 Agreement Company Investor Investors Metalico
 RECITALS:
 Investment  Purchased Shares Schedule 2.1
   Party Parties




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ARTICLE I  DEFINITIONS
 Defined Terms
 Act U.S. Securities Act of 1933
 Aggregate Purchase Price
 Closing Date
 Common Stock
 Investment
 Person
 Purchase Price
 Purchased Shares
 Risk Factors
 Voting Agreement
 Stock Certificate
 ARTICLE
II  PURCHASE OF SHARES
 Purchase of Shares Schedule 2.1
 Purchase Price Purchase Price Aggregate Purchase Price
 Delivery of Stock Certificate Stock Certificate Liens
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Conditions to Closing
 ARTICLE
III  COVENANTS OF THE COMPANY
 Financial and Other Reporting by the Company
 ,
    Use of Proceeds Exhibit
3.2
 Business of the Company .
 Investor Relations Firm
 Anti-Dilution )
 Registration Rights
 Public Trading Event
 Amendment of Stock Agreements
 ARTICLE
IV  COMPANY REPRESENTATIONS AND WARRANTIES
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Organization; Powers .
 Authorization; Conflicts Schedule 4.2
 Enforceability
 Company Ownership . Schedule 4.4 Schedule
4.4
 Financial Statements Financial Statements
 Subsidiaries; Investments Schedule 4.6
 Registration Rights Schedule 4.7
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Securities Exemption
 ARTICLE
V  PUBLIC TRADING EVENT
 Public Trading Event Public Trading
Event
 Traditional Trading Platform
 SPAC Non-Traditional Trading Platform Trading Platform
 Platform Date
  provided
 Insider Information
 ARTICLE VI  INVESTOR REPRESENTATIONS AND WARRANTIES
  Investor Review
 No Registration
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Purchase for Account of Investor
 Experience of Investor/Risk Factors Exhibit A
 Accredited Investor
 Organization; Powers .
 Authorization
 ARTICLE
VII  REPRESENTATIONS AND WARRANTIES OF METALICO
  Organization; Powers .
 Authorization
 ARTICLE VII  MISCELLANEOUS
 Notices.
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Survival of Agreement; Indemnification
        Binding Effect
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Successors and Assigns.
   Expenses
 Applicable Law.
 Waivers; Amendment.
 Further Assurances
 Severability
 Counterparts
 [Signature page is the next page]
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BEACON ENERGY CORP.By:Name:
    Carlos E. AgüeroTitle:
    Chairman[INVESTOR]By:Name:Title:METALICO, INC.By:Name:
    Carlos E. AgüeroTitle:
    President - 9 -




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Exhibit A
 Investment in the securities offered hereunder involves a high degree of risk.
Prospective investors should carefully consider, among other things, the factors set forth below,
together with the other information provided to them, before making a decision to purchase the
Purchased Shares offered hereby. If any of the following risks actually occurs, we may not be able
to conduct our business as currently planned, and our financial condition and operating results
could be seriously harmed. In that case, the value of our common stock could decline, and you
could lose all or part of your investment.
 We caution you that the following list of important factors is not exclusive. Additional risks and
uncertainties not presently known to us, or risks that we currently consider immaterial, may also
impair our operations or results. You should carefully consider the factors below and other
uncertainties and events, as well as the risks identified in the biofuel business generally.
 We have incurred losses and anticipate continued losses and negative cash flow.
  Our results will be highly dependent on commodity prices, which are subject to significant
volatility and uncertainty, and the availability of supplies, so our results could fluctuate
substantially.
    Reliance on Key Personnel
  Competition
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Exhibit A
 Lack of Liquidity in Investment
  Substantial Control by Officers, Directors and Founders
  The U.S. biodiesel industry is highly dependent upon myriad federal and state legislation and
regulation.
   Forward Looking Statements And Uncertainty Of Financial Projections
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