NOTE PURCHASE AGREEMENT
This Note Purchase Agreement, dated January ___, 2009, is between __________________
(the “ Lender ”), and BEACON ENTERPRISE SOLUTIONS GROUP, INC., a Nevada corporation
(the “ Borrower ”).
1. Authorization and Issuance of the Notes .
1.1 Authorization of the Note . In order to (i) refinance $200,000 in existing senior notes and (ii)
finance its working capital needs (collectively, the “Use of Net Proceeds”), the Borrower has
authorized the issuance of Convertible Promissory Notes in the aggregate principal amount of up
to $500,000 (the “ Aggregate Financing Amount ”), in connection with which the Lender will provide
$_________ (the “ Lender Loan Amount ”), which Lender Loan Amount will be (i) on those terms as
are evidenced in the form of Exhibit A (the “ Note ”) and (ii) dated the Closing Date (as defined
1.2 Issuance of the Note . The Borrower will issue the Note to the Lender at the Closing provided
for in Section 2. At the Closing, the Lender will loan to the Borrower, on the terms and subject to the
conditions hereof, an amount equal to the Lender Loan Amount. The aggregate amount of this Note
and the other convertible promissory notes (the “ Other Notes ”) issued to Lenders will not exceed
the Aggregate Financing Amount.
1.3 Covenants .
(A) Contribution to Borrower . The Lender and the Borrower agree that the net proceeds from
the issuance of Notes shall be deposited in an interest earning account of the Borrower and shall
be available to make payments in accordance with the stated Use of Net Proceeds.
(B) Negative Covenants . The Borrower covenants and agrees that, at any time that the Note is
outstanding, it shall not (i) grant a new security interest in or pledge any of its assets or (ii) issue any
new debt for borrowed money that ranks senior to or pari passu with the debt represented by the
(C) Subordination . The Lender acknowledges and agrees that its rights in the Note a