SUBSCRIPTION AND INVESTMENT AGREEMENT

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

     THIS SUBSCRIPTION AND INVESTMENT AGREEMENT (this “ Agreement ”) is made as of May 15, 2008 by and among BEACON ENERGY CORP., a Delaware corporation (the “ Company ”), the investors identified on the signature pages hereto (each, an “ Investor ” and together, the “ Investors ”), and METALICO, INC., a Delaware corporation (“ Metalico ”).

RECITALS:

     WHEREAS, the Investors, severally and not jointly, have agreed to invest in the Company sums aggregating to                      Dollars ($                      ) (the “ Investment ”) in exchange for an aggregate of                                  shares of the Company’s Series C Common Stock, par value $.001 (the “ Purchased Shares ”) and the Company has agreed to issue the Purchased Shares to the Investors in exchange for the Investment in accordance with the allocations set forth on Schedule 2.1 hereto; and

     WHEREAS, the Company and the Investors wish to set forth herein their understandings and agreements pertaining to this transaction and the ownership by the Investors of the Purchased Shares; and

     WHEREAS, Metalico owns a substantial portion of the outstanding capital stock of the Company and will obtain material benefits from the Investments;

     NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Investors and Metalico (individually each a “ Party ” and collectively, the “ Parties ”) hereby agree as follows:

ARTICLE I — DEFINITIONS

     SECTION 1.1. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

      “Act” means the U.S. Securities Act of 1933 , as amended.

     “ Aggregate Purchase Price ” has the meaning ascribed to such term in Section 2.2.

      “Closing Date” means May 15, 2008, or such earlier or later date that the Parties may agree to.

     “ Common Stock ” has the meaning ascribed to such term in the Company’s Certificate of Incorporation.

      “Investment” has the meaning ascribed to such term in the Recitals.

      “Person” means any natural person, corporation, business trust, limited liability company, joint venture, association, company or partnership.

      “Purchase Price” has the meaning ascribed to such term in Section 2.2.

      “Purchased Shares” has the meaning ascribed to such term in the Recitals.

     “ Risk Factors ” means the risk factors prepared by the Company and set forth in “Exhibit A” attached hereto.

      “Voting Agreement” means that certain agreement dated as of the date hereof by and among the Investors, the Company, Metalico and the other parties specified therein.

      “Stock Certificate” has the meaning ascribed to such term in Section 2.3.

ARTICLE II — PURCHASE OF SHARES

     SECTION 2.1. Purchase of Shares . On the Closing Date, each of the Investors will purchase, severally and not jointly, from the Company, and the Company will issue to each Investor, the Purchased Shares in accordance with the terms and conditions set forth herein and the allocations set forth on Schedule 2.1 hereto. Each Investor’s obligations under this Agreement are several and not joint obligations and no Investor shall have any obligation or liability for the performance or non-performance by any other Investor of such other Investor’s obligations under this Agreement.

     SECTION 2.2. Purchase Price . The purchase price for each Purchased Share is Thirty Six Dollars ($36.00) (the “ Purchase Price ”) and the aggregate purchase price for all the Purchased Shares by the Investors (the “ Aggregate Purchase Price ”) is                      Dollars ($                      ). The Purchase Price with respect to each of the Purchased Shares purchased by each Investor is payable in full by each such Investor to the Company in immediately available funds on the Closing Date.

     SECTION 2.3. Delivery of Stock Certificate . On the Closing Date, the Company will issue and deliver to each Investor a complete, original and duly executed stock certificate representing the Purchased Shares purchased by such Investor (the “ Stock Certificate ”), free and clear of any and all mortgages, pledges, liens, claims, encumbrances or security interests of any kind (“ Liens ”). Each Stock Certificate shall contain the following legends:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SHARES UNDER SUCH ACT OR ANY THEN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IF REQUESTED BY THE COMPANY, THE HOLDER OF SUCH SHARES MUST PROVIDE TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT ANY SUCH SALE, OFFER FOR SALE, PLEDGE OR HYPOTHECATION OF THE SHARES DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

SECTION 2.4. Conditions to Closing . The Investors’ obligations hereunder shall be subject to the consummation by the Company of the transaction contemplated by the Smithfield Agreement (as defined below); and a $1,000,008 investment by Mr. Agüero and/or entities controlled by him.

ARTICLE III — COVENANTS OF THE COMPANY

     SECTION 3.1. Financial and Other Reporting by the Company . The Company will deliver to each Investor with reasonable promptness:

          (i) that certain power point presentation and financial model of the Company dated as of April 16, 2008 , as amended through the date hereof;

          (ii) audited financial statements of the Company as of the end of each fiscal year and unaudited financial statements at the end of each fiscal quarter;

          (iii) notice, after any officer of the Company obtains knowledge or notice, either written or oral, of any condition or event particular to the Company which could reasonably be expected to have a material adverse effect on the business, operations, or prospects of the Company; and

          (iv) any such other information and data with respect to the Company as from time to time may be reasonably requested by the Investor.

     SECTION 3.2. Use of Proceeds . The Company will use the proceeds of the sale of the Purchased Shares to fund its acquisition of certain assets of Smithfield Bioenergy pursuant to the terms and conditions of that certain Asset Purchase Agreement dated February 5, 2008, and amended by First Amendment to Purchase Agreement dated as of April 15, 2008, attached hereto as Exhibit 3.2 (as further amended, provided that the Investors have been provided a copy of, and approved, any such amendment(s)) by and between the Company and Smithfield Bioenergy LLC (the “Smithfield Agreement”), as well as the funding of various and ancillary start-up costs, the payment of general operating expenses including payroll, and other general corporate purposes.

               SECTION 3.3. Business of the Company . The business of the Company shall be to become a vertically integrated international biofuels production, storage, distribution and marketing company; to own farmland for the production of biofuels feedstock; and to acquire and operate existing biofuel production facilities.

               SECTION 3.4. Investor Relations Firm . On or before the effective date of the registration or acceptance for trading of the Company’s stock by a Trading Platform (as defined in Section 5.1), the Company shall retain an investor relations firm to promote the Company’s stock.

               SECTION 3.5. Anti-Dilution . Until the Platform Date (as defined in Section 5.1 ) , the Company shall not issue any shares of common stock or securities convertible into or exercisable for shares of common stock at a price per share less than $36.00 (as such may be adjusted to account for any stock split, reverse stock split, merger or other corporate re-organization), except for options (and the shares of common stock underlying such options) under a stock option plan or similar arrangement approved by the Company’s Board of Directors.

               SECTION 3.6. Registration Rights . The Company shall not grant demand, piggyback or any other form of registration rights to any Person unless, prior to or simultaneously with any such grant, the Investors shall be granted registration rights on terms not less favorable than those granted to such person with respect to all the Purchased Shares and any and all other shares of capital stock of the Company then held or thereafter acquired by the Investors.

               SECTION 3.7. Public Trading Event . By its execution of this Agreement, the Company agrees to use its best efforts to cause a Public Trading Event to occur.

               SECTION 3.8. Amendment of Stock Agreements . The Company and Metalico agree not to amend any stock purchase agreements with any other investors without the Investors’ prior written consent.

ARTICLE IV — COMPANY REPRESENTATIONS AND WARRANTIES

     The Company hereby makes the following representations and warranties to each Investor as of the Closing Date:

     SECTION 4.1. Organization; Powers . The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) has all requisite corporate power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted; and (c) has the corporate power and authority to execute, deliver and perform its obligations under this Agreement. The Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other Person, or (B) any participating interest in any Person, or (ii) control, directly or indirectly, any other Person.

     SECTION 4.2. Authorization; Conflicts . The execution, delivery and performance by the Company of this Agreement and the Voting Agreement has been duly authorized by all necessary corporate action on the part of the Company. Except as set forth on Schedule 4.2 hereto: (a) the Company is not in violation or default of any provision of (i) its Certificate of Incorporation or By-laws, or (ii) any material contract, agreement, obligation, commitment, license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company is a party or any of its assets are bound; (b) the execution, delivery and performance of this Agreement, the Voting Agreement and the other agreements required to consummate the transactions contemplated hereunder and thereunder will not conflict with or, with or without notice or the lapse of time, result in any default or in any modification of any provision of the Company’s Certificate of Incorporation or By-laws (except for modifications necessary to reflect the terms of this Agreement, the Voting Agreement or any other agreement or document required by the terms hereof) or the terms of any contract, agreement, obligation, commitment, license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which any of its assets are bound, or result in the creation of any Lien upon any of the properties or assets of the Company, or result in the loss or adverse modification of any license, permit, franchise, or other authorization granted to, otherwise held by or used by the Company; and (c) the execution, delivery and performance of this Agreement, the Voting Agreement or any other agreement or document required by the terms hereof by the Company will not violate any judgment, decree, order, statute, rule or regulation of any federal, state or local government or agency having jurisdiction over the Company or any of the Company’s assets.

     SECTION 4.3. Enforceability . This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally.

     SECTION 4.4. Company Ownership . The authorized capital stock of the Company consists of 1,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and no shares of preferred stock, of which 646,986 shares of Common Stock are issued and outstanding. All of the outstanding shares of capital stock of the Company are or will be, by the Closing Date, validly issued, fully paid and non-assessable and, to the knowledge and expectation of the Company, are now owned or will be owned immediately after the Closing, of record and, to the knowledge of the Company, beneficially, in the amounts and by the persons as set forth in Schedule 4.4 free and clear of any Liens. The designation, powers, preferences, rights, qualifications, limitations and restriction in respect of the Purchased Shares are as set forth in the Company’s certificate of incorporation as it has been or may be amended from time to time and are valid, binding and enforceable in accordance with all applicable laws. The Purchased Shares, when issued, will be validly issued, fully paid and non-assessable and with no personal liability attaching to the ownership thereof and will be free and clear of all Liens. Except as set forth on Schedule 4.4 , (i) there are no outstanding subscriptions, warrants, options, calls, commitments or other rights to purchase or acquire, or securities convertible into or exchangeable for, any capital stock of the Company, or any obligation of the Company to issue any thereof; (ii) there are no preemptive or participation rights with respect to the issuance or sale of the Company’s capital stock; and (iii) there are no voting trusts or agreements, stockholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal or proxies relating to any securities of the Company (whether or not the Company is a party thereto).

     SECTION 4.5. Financial Statements .  The Company has delivered to the Investors: (i) audited financial statements for the periods ending December 31, 2006 and December 31, 2007, and (ii) unaudited monthly financials for the months January, February and March, 2008 ((i) and (ii) collectively, the “ Financial Statements ”). The Financial Statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly the financial position of the Company as of the dates indicated and the results of its operations for the periods then ended.

     SECTION 4.6. Subsidiaries; Investments . Except as set forth on Schedule 4.6 hereto, the Company does not directly or indirectly control or have any stock ownership or other proprietary interest in any other corporation, partnership, trust, association, joint venture or other entity.

     SECTION 4.7. Registration Rights . Other than as set forth on Schedule 4.7 , the Company has not granted any rights to demand or require registration of any of its securities under the Act.

     SECTION 4.8. Securities Exemption . Assuming the relevant representations and warranties of the Investors are true, the sale and issuance of the Purchased Shares pursuant to this Agreement is exempt from the registration requirements of the Act and under applicable state securities laws, and the Company has not and will not take any actions which would cause the sales contemplated hereunder to be ineligible for such exemption.

ARTICLE V — PUBLIC TRADING EVENT

     SECTION 5.1 Public Trading Event . For purposes of this Section 5, “ Public Trading Event ” means the occurrence of one of the following

          (i) as of April 30, 2008, the Company shall have completed the filing of an appropriate application and required supporting materials with any of the following national securities exchanges or listing services providing a platform for public trading in the Company’s common stock: the American Stock Exchange, the New York Stock Exchange, the NASDAQ market, or the OTC Bulletin Board (each a “ Traditional Trading Platform ”) or

          (ii) as of July 31, 2008 completed an alternative listing arrangement through a reverse merger with a public shell, a listing on the Pink Sheets trading system, acquisition by a Special Purpose Acquisition Company (“ SPAC ”) or any other similar mechanism deemed appropriate by the Company’s Board of Directors (each a “ Non-Traditional Trading Platform ” and, collectively together with the Traditional Trading Platform each a “ Trading Platform ”).

     “ Platform Date ” shall mean the earlier to occur of (a) the date as of which a filing contemplated under clause (i) above of this Section 5.1 is declared “effective” by the Se