BPI Energy Holdings, Inc. Sample Contracts

AGREEMENT
Agreement • June 3rd, 2005 • BPI Industries Inc • British Columbia
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RECITALS:
Registration Rights Agreement • June 3rd, 2005 • BPI Industries Inc • Texas
WITNESSETH:
Agreement • June 3rd, 2005 • BPI Industries Inc • Illinois
INTRODUCTION
Technical Services Agreement • June 3rd, 2005 • BPI Industries Inc • New York
MINERAL LEASE
Mineral Lease • October 29th, 2007 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas
MINERAL LEASE
Mineral Lease • October 29th, 2007 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas
CHRISTIAN COAL HOLDINGS, LLC – BPI ENERGY, INC. COAL SEAM GAS LEASE AGREEMENT
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 AGREEMENT
Attorney-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 AGREEMENT
Purchase 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 H
BPI Industries Inc • June 3rd, 2005
FIRST AMENDMENT TO ADVANCING TERM CREDIT AGREEMENT
Advancing 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 UNDERSTANDING
Settlement 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

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SEPARATION AGREEMENT AND WAIVER AND RELEASE
Separation Agreement and Waiver and Release • 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 62959
Mineral 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”).

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...
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 AGREEMENT
Termination 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 AGREEMENT
Settlement and Mutual Release 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”).

SUPPLEMENTAL MEMORANDUM OF MINERAL LEASE
BPI Energy Holdings, Inc. • October 29th, 2007 • 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").

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 $75,000,000
Advancing Term 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”).

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