EXHIBIT 4.2 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,...Warrant Agreement • June 3rd, 2005 • BPI Industries Inc • Texas
EXECUTION VERSION STOCK PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of September 21, 2005, by and between BPI Industries Inc, a British Columbia corporation (the "Company"), and each of the purchasers set...Stock Purchase Agreement • October 28th, 2005 • BPI Industries Inc • Crude petroleum & natural gas • Ohio
AGREEMENTLoan Agreement • June 3rd, 2005 • BPI Industries Inc • British Columbia
RECITALS:Registration Rights Agreement • June 3rd, 2005 • BPI Industries Inc • Texas
EXHIBIT 4.1 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,...Warrant Agreement • June 3rd, 2005 • BPI Industries Inc • Texas
INTRODUCTIONTechnical Services Agreement • June 3rd, 2005 • BPI Industries Inc • New York
EXHIBIT 10.14 FARMOUT AGREEMENT THIS AGREEMENT, made and entered into this the 2nd day of November 2004, by and between ADDINGTON EXPLORATION, LLC., 2501 Broadway St, Catlettsburg, Kentucky 41129, hereinafter referred to as "ADDINGTON", and BPI...Farmout Agreement • June 3rd, 2005 • BPI Industries Inc
EXHIBIT 10.4 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "AMENDMENT") is made and entered into as of April 20, 2005 among BPI Industries Inc., a British Columbia corporation (the...Registration Rights Agreement • June 3rd, 2005 • BPI Industries Inc
SUPPLEMENTAL MEMORANDUM OF MINERAL LEASEMineral Lease • October 29th, 2007 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas
This supplemental memorandum of mineral lease (herein this "Memorandum) is made this 14th day of August, 2007, by and between the COUNTY OF MONTGOMERY, ILLINOIS, c/o Montgomery County Court House, Hillsboro, Illinois 62049, (herein the "Lessor"), and BPI ENERGY, INC., of 95 N. Research Drive, Suite 110, Edwardsville, IL 62025, (herein the "Lessee").
EXHIBIT 10.16 January 6, 2005 George Zilich 840 Rock Creek Drive Aurora, Ohio 44202 Dear Mr. Zilich: This letter agreement outlines the terms of your employment with BPI Industries, Inc. ("BPI"). The terms are as follows: 1. Your title will be Chief...Employment Agreement • June 3rd, 2005 • BPI Industries Inc
EXHIBIT 10.13 OPTION TO PURCHASE MINERAL LEASE Prepared by: Craig R. Hedin Attorney at Law P.O. Drawer C Mt. Vernon, Illinois 62864 OPTION TO PURCHASE MINERAL LEASE This option to purchase Mineral Lease (herein "this Option") is made this 8th day of...Option to Purchase Mineral Lease • June 3rd, 2005 • BPI Industries Inc
MINERAL LEASEMineral Lease • October 29th, 2007 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas
EXHIBIT 10.2 PLACEMENT AGENT AGREEMENT December 8, 2004 Sanders Morris Harris Inc. 600 Travis, Suite 3100 Houston, Texas 77002 Dear Sirs: 1. Introductory. BPI Industries, Inc., a British Columbia corporation (the "Company"), proposes to offer, issue,...Placement Agent Agreement • June 3rd, 2005 • BPI Industries Inc • Texas
CHRISTIAN COAL HOLDINGS, LLC – BPI ENERGY, INC. COAL SEAM GAS LEASE AGREEMENTCoal Seam Gas Lease Agreement • April 28th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Illinois
THIS COAL SEAM GAS LEASE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of April 2006, between Christian Coal Holdings, LLC, an Illinois limited liability company (“LESSOR”), and BPI Energy, INC., a Nevada corporation (“LESSEE”).
ATTORNEY-CLIENT CONTINGENT FEE AGREEMENTAttorney-Client Contingent Fee Agreement • December 9th, 2008 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas
BPI ENERGY HOLDINGS, INC. f/k/a BPI INDUSTRIES INC. and BPI ENERGY INC f/k/a BPI INDUSTRIES (USA), INC. (hereinafter “BPI” or “Client”), a corporation, hereby agrees to retain the law firms of Bolen Robinson and Ellis, LLP of Decatur, Illinois and Holland, Groves, Schneller & Stolze, LLC of St. Louis, Missouri, both of which firms are collectively known hereinafter as (“Attorneys”). BPI hires the Attorneys to advise and represent it for the claims and damages set forth in litigation already pending in the U.S. District Court for the Southern District of Illinois, which litigation is captioned BPI Energy, Inc., Plaintiff v. IEC (Montgomery), LLC, et al., Defendants (Case No. 07-cv-186-DRH.) The parties understand that Attorneys named herein are expected to substitute as counsel for BPI in the place of BPI’s existing attorneys, Van Winkle and Van Winkle of McLeansboro, Illinois and Thompson Hine LLP of Cleveland, Ohio. The parties understand that the Thompson Hine law firm has already fi
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 27th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Illinois
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of June 23, 2006, by and between COLT, LLC a West Virginia limited liability company, 430 Harper Park Drive, Suite A, Beckley, West Virginia 25801 (referred to herein as “Seller”), and BPI ENERGY, INC., a Nevada corporation, 30775 Bainbridge Road Suite 280, Solon, Ohio 44139 (“Purchaser”).
W I T N E S S E T HOil, Gas and Coalbed Methane Gas Lease • June 3rd, 2005 • BPI Industries Inc
FIRST AMENDMENT TO ADVANCING TERM CREDIT AGREEMENTAdvancing Term Credit Agreement • December 4th, 2007 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO ADVANCING TERM CREDIT AGREEMENT (this “Amendment”) is entered into effective as of November 29, 2007 between BPI ENERGY, INC., a Nevada corporation (“Borrower”), and GASROCK CAPITAL LLC, a Delaware limited liability company (“Lender”). Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).
SETTLEMENT MEMORANDUM OF UNDERSTANDINGSettlement Memorandum of Understanding • June 14th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Illinois
This Settlement Memorandum of Understanding (“Memorandum”) is made this 13th day of June, 2006, by and among BPI Energy, Inc., for itself and as successor by merger or otherwise to Methane Management, Inc. and BPI Industries, Inc., (“BPI”), Colt LLC (“Colt”), AFC Coal Properties, Inc. (“AFC”), American Premier Underwriters, Inc. (“APU”), and Central States Coal Reserves of Illinois, LLC (“Central States”) (collectively, the “Parties”), to memorialize and evidence their agreement in principle for the settlement of the lawsuit filed in the United States District Court for the Southern District of Ohio, styled as BPI Energy, Inc. v. Colt LLC, et al., Case No. 06-cv-144 (the “Lawsuit”) and the interlocutory appeal arising therefrom pending before the United States Court of Appeals for the Sixth Circuit, Appeal No. 06-3559 (the “Appeal”) (the Lawsuit and the Appeal referred to collectively as the “Action”). The Parties have agreed to use commercially reasonable efforts to execute by June 19
SEPARATION AGREEMENT AND WAIVER AND RELEASESeparation Agreement • October 16th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Ohio
This Separation Agreement and Waiver and Release (this “Agreement”) is entered into by and between BPI Energy Holdings, Inc., a British Columbia corporation (together with its affiliates and subsidiaries, “BPI”), and George J. Zilich (“Zilich”) as of this 12th day of October, 2006.
MINERAL LEASE Prepared by: BPI Industries, Inc. Marion, Illinois 62959Mineral Lease • October 30th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas
This Mineral Lease (herein “this Lease”) is made and entered into this 9th day of September, 2006, by and between THE COUNTY OF WASHINGTON OF THE STATE OF ILLINOIS, Washington County Courthouse, Nashville, Illinois 62263 (herein the “Lessor”), and BPI ENERGY, INC., of 95 N. Research Drive, Edwardsville, Illinois 62025, (herein the “Lessee”).
WITNESSETH:Oil, Gas and Coalbed Methane Gas Lease • June 3rd, 2005 • BPI Industries Inc • Illinois
EXHIBIT 10.1 FINANCIAL ADVISORY AGREEMENT This Financial Advisory Agreement (the "Agreement") is made as of the 29th day of September, 2004 by and between BPI Industries, Inc., a British Columbia corporation ("BPI" or the "Company") and Sanders Morris...Financial Advisory Agreement • June 3rd, 2005 • BPI Industries Inc • Texas
EXHIBIT 10.20 CONFIDENTIAL LOCKUP AGREEMENT December 31, 2004 BPI Industries, Inc. 885 W. Georgia Street, Suite 1500 Vancouver, British Columbia V6C 1V5 Canada Attention: Board of Directors Gentlemen: I understand that BPI Industries Inc,, a British...Confidential Lockup Agreement • June 3rd, 2005 • BPI Industries Inc
EXHIBIT 10.18 RATIFICATION OF MINERAL LEASE Prepared by: Craig R. Hedin Attorney at Law P.O. Drawer C Mt. Vernon, Illinois 62864 RATIFICATION OF MINERAL LEASE This Ratification of Mineral Lease (herein this "Ratification") is made this 10th day of...Ratification of Mineral Lease • October 29th, 2007 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas
Re: Advancing Term Credit Agreement dated as of July 27, 2007 (as amended by the First Amendment dated November 29, 2007, and as further amended from time to time, the “Credit Agreement”), among BPI Energy, Inc., as borrower (“Borrower”), and GasRock...Advancing Term Credit Agreement • September 26th, 2008 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas
Reference is made to the Credit Agreement. Capitalized terms used but not defined in this letter have the meanings given them in the Credit Agreement.
TERMINATION AGREEMENTTermination Agreement • June 27th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Illinois
This Termination Agreement (“Termination Agreement”) is made this 23rd day of June, 2006 by and between BPI Energy, Inc., for itself and as successor by merger or otherwise to Methane Management, Inc. and BPI Industries, Inc., (“BPI”), Colt LLC (“Colt”), AFC Coal Properties, Inc. (“AFC”), American Premier Underwriters, Inc. (“APU”), and Central States Coal Reserves of Illinois, LLC, for itself and its predecessor Peabody Development Land Holdings, LLC (collectively “Central States”) (BPI, Colt, AFC, APU, and Central States collectively, the “Parties”).
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement Agreement • June 27th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Illinois
This Settlement and Mutual Release Agreement (“Settlement Agreement”) is made this 23rd day of June, 2006, by and among BPI Energy, Inc., for itself and as successor by merger or otherwise to Methane Management, Inc. and BPI Industries, Inc., (“BPI”), Colt LLC (“Colt”), AFC Coal Properties, Inc. (“AFC”), American Premier Underwriters, Inc. (“APU”), and Central States Coal Reserves of Illinois, LLC (“Central States”) (collectively, the “Parties”).
EXHIBIT 10.19 CONFIDENTIAL LOCK-UP AGREEMENT December 31, 2004 BPI Industries, Inc. 885 W. Georgia Street, Suite 1500 Vancouver, British Columbia V6C 1V5 Canada Attention: Board of Directors Gentlemen: I understand that BPI Industries Inc., a British...Confidential Lock-Up Agreement • June 3rd, 2005 • BPI Industries Inc
ADVANCING TERM CREDIT AGREEMENT BETWEEN BPI ENERGY, INC., a Nevada corporation, as Borrower AND GASROCK CAPITAL LLC, a Delaware limited liability company, as Lender Dated as of July 27, 2007 ADVANCING TERM LOAN OF UP TO $75,000,000Term Credit Agreement • August 2nd, 2007 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Texas
THIS ADVANCING TERM CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of July 27, 2007 by and between BPI ENERGY, INC., a Nevada corporation (“Borrower”), and GASROCK CAPITAL LLC, a Delaware limited liability company (“Lender”).
