0001104659-06-045678 Sample Contracts

BPZ Energy, Inc. Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • July 6th, 2006 • BPZ Energy Inc • Crude petroleum & natural gas • Texas

This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into and made as of (the “Date of Grant”), between BPZ Energy, Inc., a Colorado corporation, including, without limitation, any of its affiliated entities (the “Company”), and (the “Optionee”). The Optionee currently serves as the of the Company and the Company desires, pursuant to its 2005 Long-Term Incentive Compensation Plan (the “Plan”), to afford an incentive to the Optionee by granting an option to purchase shares of Company’s common stock, no par value (the “Common Stock”).

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BPZ Energy, Inc. Tax-Qualified Stock Option Agreement
Tax-Qualified Stock Option Agreement • July 6th, 2006 • BPZ Energy Inc • Crude petroleum & natural gas • Texas

This Tax-Qualified Stock Option Agreement (the “Agreement”) is entered into and made as of (the “Date of Grant”), between BPZ Energy, Inc., a Colorado corporation, including, without limitation, any of its affiliated entities (the “Company”), and (the “Optionee”). The Optionee currently serves as the of the Company and the Company desires, pursuant to its 2005 Long-Term Incentive Compensation Plan (the “Plan”), to afford an incentive to the Optionee by granting an option to purchase shares of Company’s common stock, no par value (the “Common Stock”).

BPZ Energy, Inc. Restricted Stock Award Agreement
Restricted Stock Award Agreement • July 6th, 2006 • BPZ Energy Inc • Crude petroleum & natural gas • Texas

This Restricted Stock Award Agreement (the “Agreement”) is entered into and made as of (the “Date of Grant”), between BPZ Energy, Inc. a Colorado corporation, including, without limitation, any of its affiliated entities (the “Company”), and (the “Grantee”). The Grantee currently serves as of the Company, and the Company desires, pursuant to its 2005 Long-Term Incentive Compensation Plan (the “Plan”), to afford an incentive award to the Grantee of its common stock, no par value (the “Common Stock”), with certain restrictions as described herein.

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