April 25, 2002 Bepariko Biocom One Belmont Avenue, Suite 417 Bala Cynwyd, PA 19004 Attention: Stephen P. Harrington, President Dear Mr. Harrington: In exchange for a purchase price of US$350,000, the receipt and sufficiency of which is hereby...Bepariko Biocom • May 13th, 2002 • Services-miscellaneous business services
In exchange for a purchase price of US$350,000, the receipt and sufficiency of which is hereby acknowledged, Vitel Ventures Corporation (the "Company") hereby assigns, conveys and transfers to Bepariko Biocom ("Bepariko") all of its rights, title and interests, as set forth in the Loan Agreement dated December 10, 2001, as amended, between Touchstone Resources Ltd. ("Touchstone") and the Company, to acquire one half of the interest held by Touchstone in the Hackberry Project located in Jefferson County, Texas (the "Purchased Interest").
EXHIBIT 10.1 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...BPK Resources Inc • February 7th, 2006 • Crude petroleum & natural gas • Texas
THIS OPTION AGREEMENT MADE THE 17TH DAY OF FEBRUARY 2006 BETWEEN: VINCENT SHEEHAN, OF THE TOWN OF KEARNEY, IN THE PROVINCE OF ONTARIO,Option Agreement • April 26th, 2006 • BPK Resources Inc • Crude petroleum & natural gas
Units Comprised of Convertible Notes and WarrantsSecurities Purchase Agreement • March 2nd, 2006 • BPK Resources Inc • Crude petroleum & natural gas • Nevada
EXHIBIT 2.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment"), is made and entered into this 12th day of October, 2004, to be effective as of July 20, 2004, by and between BPK...Purchase and Sale Agreement • October 22nd, 2004 • BPK Resources Inc • Crude petroleum & natural gas • Pennsylvania
Exhibit 10.19 ------------- FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO THE LOAN AGREEMENT originally dated April 25, 2002 is made and entered into this 29th day of July 2003, by and between BPK Resources Inc f/k/a Bepariko Biocom, a...Loan Agreement • August 18th, 2003 • BPK Resources Inc • Crude petroleum & natural gas
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 12, 2006, by and between BPK RESOURCES, INC., a Nevada corporation (the "Company"), and the investor listed on the signature page below (the "Investor")....Registration Rights Agreement • July 17th, 2006 • BPK Resources Inc • Crude petroleum & natural gas • New York
EXHIBIT 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of January 30, 2006 (this "Agreement"), is entered into by and between BPK RESOURCES, INC. a Nevada corporation (the "Debtor") and the TRIDENT GROWTH FUND, L.P., a Delaware limited...Security Agreement • February 7th, 2006 • BPK Resources Inc • Crude petroleum & natural gas • Texas
LEASELease • April 26th, 2006 • BPK Resources Inc • Crude petroleum & natural gas
EXHIBIT 10.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...BPK Resources Inc • February 7th, 2006 • Crude petroleum & natural gas
Exhibit 10.4 SECURITY AGREEMENT SECURITY AGREEMENT dated as of December 26, 2005, made by Graphite Technology Group, Inc., a Delaware corporation (the "Pledgor"), in favor of BPK Resources, Inc., a Nevada corporation (the "Secured Creditor"). WHEREAS,...Security Agreement • January 24th, 2006 • BPK Resources Inc • Crude petroleum & natural gas • Pennsylvania
EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT BY AND BETWEEN BPK RESOURCES, INC.Purchase and Sale Agreement • August 4th, 2004 • BPK Resources Inc • Crude petroleum & natural gas • Nevada
Exhibit 10.2 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the "Agreement"), dated February 27, 2004, is made and entered into by and among BP Investments Group, LLC a Delaware limited liability company ("Pledgor"), and Ocean Resources Capital...Stock Pledge Agreement • May 20th, 2004 • BPK Resources Inc • Crude petroleum & natural gas • Pennsylvania
THIS DEED OF TRUST IS MADE IN QUADRUPLICATE THIS 20TH DAY OF FEBRUARY 2006. BETWEEN: ROBERT J. BASSERMANN, OF THE CITY OF TORONTO, IN THE PROVINCE OF ONTARIO,BPK Resources Inc • April 26th, 2006 • Crude petroleum & natural gas
Units Comprised of Series C Convertible Preferred Stock and Warrants CONFIDENTIALSecurities Purchase Agreement • March 15th, 2006 • BPK Resources Inc • Crude petroleum & natural gas • Nevada
EXHIBIT 4.2 ------------------------------------------------------------------- ------------- The Securities represented by this Convertible Note have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state...Bepariko Biocom • August 14th, 2002 • Services-miscellaneous business services • Texas
WARRANTSBPK Resources Inc • August 18th, 2003 • Crude petroleum & natural gas
WARRANTSBepariko Biocom • August 14th, 2002 • Services-miscellaneous business services • Texas
OFLimited Partnership Agreement • May 16th, 2003 • BPK Resources Inc • Crude petroleum & natural gas • Delaware
EXHIBIT 10.7 SECURITY AGREEMENT Date: April 25, 2002 Debtor: Bepariko Biocom, a Nevada corporation Debtor's Mailing Address: One Belmont Ave, GSB Building, Suite 417 Bala Cynwyd, PA 19004 Secured Party: Gemini Growth Fund, L.P. Secured Party's Mailing...Security Agreement • August 14th, 2002 • Bepariko Biocom • Services-miscellaneous business services • Texas
THIS OPTION AGREEMENT MADE THE 17TH DAY OF FEBRUARY 2006 BETWEEN: VINECREST MANAGEMENT SERVICES LIMITED, A COMPANY INCORPORATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO,Option Agreement • April 26th, 2006 • BPK Resources Inc • Crude petroleum & natural gas
BACKGROUNDSale Agreement • August 1st, 2006 • iCarbon CORP • Crude petroleum & natural gas • Pennsylvania
BY AND AMONGAgreement and Plan of Merger • March 15th, 2006 • BPK Resources Inc • Crude petroleum & natural gas • Delaware
THIS PURCHASE AND SALE AGREEMENT made this 26th day of March 2006 BETWEEN: Bertil Akesson hereinafter referred to as "Akesson" AND: Societe Malagasy du Grafit s.a.r.l a registered company under the laws of Madagascar hereinafter referred to as...Purchase and Sale Agreement • April 26th, 2006 • BPK Resources Inc • Crude petroleum & natural gas
RECITALSAssignment and Assumption Agreement • May 20th, 2004 • BPK Resources Inc • Crude petroleum & natural gas • Delaware
Units Comprised of Series C Convertible Preferred Stock and Warrants CONFIDENTIALSecurities Purchase Agreement • March 15th, 2006 • BPK Resources Inc • Crude petroleum & natural gas • Nevada
EXHIBIT 10.3 THE LIMITED PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NOR HAVE THERE BEEN ANY CORRESPONDING REGISTRATIONS UNDER THE SECURITIES ACT OF ANY STATE AND, AS A RESULT,...Bepariko Biocom • May 13th, 2002 • Services-miscellaneous business services • Texas
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into this 27th day of February, 2004, by and between BP INVESTMENTS GROUP, LLC, a Delaware limited liability company ("Purchaser"), and OCEAN...Securities Purchase Agreement • May 20th, 2004 • BPK Resources Inc • Crude petroleum & natural gas • Pennsylvania
EXHIBIT 10.23 November 19, 2004 Christopher H. Giordano 264 Union Boulevard, First Floor Totowa, NJ 07512 RE: Letter Agreement by and between BPK Resources, Inc. and Christopher Giordano --------------------------------------------------- Dear Chris:...Letter Agreement • November 24th, 2004 • BPK Resources Inc • Crude petroleum & natural gas
This letter agreement (the "Agreement") sets forth our understanding with respect to the terms and conditions of the services you will provide to BPK Resources, Inc., a Nevada corporation (the "Company").
EXHIBIT 10.10 FORM OF INVESTMENT AGREEMENT BY AND BETWEEN THE REGISTRANT AND OCEAN RESOURCES CAPITAL HOLDINGS, PLC DATED FEBRUARY 21, 2002 DATED __________________ 2003 (1) OCEAN RESOURCES CAPITAL HOLDINGS PLC (2) BPK RESOURCES, INC INVESTMENT...Investment Agreement • April 15th, 2003 • BPK Resources Inc • Crude petroleum & natural gas
ARTICLE I DEFINED TERMS AND INTERPRETATIONPurchase & Sale Agreement • April 26th, 2006 • BPK Resources Inc • Crude petroleum & natural gas • Ontario
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE BPK RESOURCES, INC. 2004 STOCK INCENTIVE PLANNon-Qualified Stock Option Agreement • November 24th, 2004 • BPK Resources Inc • Crude petroleum & natural gas • Nevada
SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the...Joint Filing Agreement • April 7th, 2004 • BPK Resources Inc • Crude petroleum & natural gas
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Exhibit 10.2 AMOUNT: $______________ DATE: ________ __, 200_ FOR VALUE RECEIVED, BPK RESOURCES, INC. ("Borrower") hereby promises to pay to the order of __________________ ("Lender") the principal sum of ______________ THOUSAND ($____,000) DOLLARS....BPK Resources Inc • January 24th, 2006 • Crude petroleum & natural gas
FOR VALUE RECEIVED, BPK RESOURCES, INC. ("Borrower") hereby promises to pay to the order of __________________ ("Lender") the principal sum of ______________ THOUSAND ($____,000) DOLLARS. Payment in full, plus accrued interest of Ten (10%) percent per annum shall be made in lawful money of the United States, at the principal address of Lender, or such other place as the holder of this Note may designate, on or before March 31, 2006 (the "Maturity Date").
OPTION AGREEMENT THIS OPTION AGREEMENT dated as of March 10, 2006 (the "Agreement") between Graphite Technology Group, Inc., a Delaware corporation with an address at 106 Lakeside Avenue, Delano, Pennsylvania ("Graphite"); and BPK Resources, Inc., a...Option Agreement • March 15th, 2006 • BPK Resources Inc • Crude petroleum & natural gas • Pennsylvania
