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 RESOURCES CAPITAL HOLDINGS
PLC, a public limited company organized under the laws of the United Kingdom
("Seller").
WHEREAS, Seller owns 5,538,461 shares of Series A 10% Convertible
Preferred Stock, $.001 par value per share (the "Shares"), of BPK Resources,
Inc., a Nevada corporation ("BPK"); and
WHEREAS, Purchaser wishes to purchase from Seller, and Seller wishes to
sell to Purchaser, the Shares on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises hereof and the agreements
set forth herein below, and for other good and valuable consideration, the
receipt and sufficiency of which the parties hereto hereby acknowledge, the
parties hereto, intending to be legally bound hereby, agree as follows:
1. Sale and Purchase of Shares; Purchase Price.
(a) Upon the terms and subject to the conditions contained
herein, at the Closing, Seller shall sell to Purchaser, and Purchaser shall
acquire and accept, all of Seller's right, title and interest in and to the
Shares.
(b) In consideration of the sale by Seller of the Shares,
Purchaser shall pay to Seller Two Million Dollars (US $2,000,000) (the "Purchase
Price"). The Purchase Price shall be payable as follows: (i) One Hundred
Thousand Dollars (US $100,000) shall be paid to the Seller at the Closing by
wire transfer of immediately available funds; and (ii) One Million Nine Hundred
Thousand Dollars (US $1,900,000) by the delivery of a secured promissory note in
the principal amount of US $1,900,000 (the "Note) payable to Seller in
substantially the form attached hereto and made a part hereof as Exhibit A.
2. Closing.
(a) The closing of the sale and purchase of the Shares (the
"Closing") shall take place by telephone, facsimile transmission and overnight
courier upon execution of this Agreement.
(b) At the Closing: (i) Seller shall deliver to Purchaser
certificate(s) evidencing the Shares duly endorsed for transfer or accompanied
by duly endorsed stock transfer powers; (ii) Purchaser shall pay to Seller US
$100,000 of the Purchase Price in cash or by wire transfer of immediately
available funds; (iii) Purchaser shall execute and deliver to Seller the Note
and the Pledge Agreement in substantially the form attached hereto as Exhibit B;
(iv) Seller shall execute and deliver the Pledge Agreement and a Securities
Purchase Agreement with BPK to purchase shares of Series B Preferred Stock,
$.001 par value per share, in consideration of the cancellation of US $456,365
of outstanding indebtedness; and (v) Seller and Purchaser shall execute and
deliver any and all additional documents, certificates, consents and agreements
necessary to effectuate the transfer of the Shares.
3. Description of Shares. The Shares shall have such rights and
obligations as set forth in the Certificate of Designation of Series A 10%
Convertible Preferred Stock of BPK as filed with the Nevada Secretary of State
on or about March 4, 2003.
4. Representations and Warranties of Purchaser. Purchaser represents
and warrants to Seller as follows:
(a) Organization and Authority. Purchaser is a limited
liability corporation duly organized, validly existing and in good standing
under the laws of the state of Delaware, and has all requisite power and
authority to carry on its business as now conducted and as currently proposed to
be conducted by it and to enter into and perform this Agreement, the Note and
the Pledge Agreement (collectively, the "Transaction Documents"). All
organizational action on the part of Purchaser necessary for the authorization,
execution, delivery and performance of all obligations of Purchaser under each
of the Transaction Documents been taken.
(b) Binding Obligation. Purchaser has the legal power and
authority to enter into and perform its obligations under each of the
Transaction Documents and to consummate the transactions contemplated hereby and
thereby. Each of the Transaction Documents has been duly and validly executed
and delivered by and on behalf of Purchaser and constitutes a valid and legally
binding obligation of Purchaser, enforceable against Purchaser in accordance
with its respective terms, except in each case as such enforceability may be
limited by bankruptcy, insolvency, reorganization or other laws affecting or
limiting the enforcement of creditors' rights generally and except as such
enforceability is subject to general principles of equity.
(c) Absence of Litigation. There is no litigation or
proceeding pending or, to the best of Purchaser' knowledge, threatened against
Purchaser that would have an effect on the validity or performance of any of the
Transaction Documents.
(d) No Brokers Fees. No person has or will receive from
Purchaser or, to Purchaser' knowledge, from any other person, any compensation
as a broker, finder or advisor, or in any other capacity in connection with the
sale and purchase of the Shares.
(e) Investment Intent. Purchaser understands, acknowledges and
represents, to the extent applicable, that:
(i) The Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or under any state
securities or blue sky laws, and the transfer of the Shares is intended to be
exempt from registration under the Securities Act based, in part, upon the
representations, warranties and covenants of Purchaser contained herein.
(ii) Neither the United States Securities and Exchange
Commission nor any state securities commission has (i) approved the transfer of
the Shares or passed upon or endorsed the merits of the Shares, or (ii)
confirmed the accuracy of, determined the adequacy of, or reviewed any
documentation regarding BPK.
(iii) It has such knowledge, sophistication and
experience in financial, tax and business matters in general, and investments in
securities in particular, so that it is capable of evaluating the merits and
risks of an investment in the Shares, it has made such investigations in
connection herewith as it has deemed necessary or desirable so as to make an
informed investment decision without relying on Seller or BPK for legal or tax
advice related to this investment, and it has had the opportunity to obtain
additional information as desired in order to evaluate the merits of and the
risks inherent in an investment in the Shares and has received all such
information requested and has had all such questions answered to its
satisfaction.
(iv) The Shares are being purchased in a private
transaction separately negotiated by Purchaser, for its own account, for
investment purposes only and not with a view to distribution, and it was unaware
of, and did not rely upon, and did not become aware of the offering of the
Shares through or as a result of, any form of general solicitation or general
advertising including, without limitation, any article, notice, advertisement or
other communication published in any newspaper, magazine or similar media, or
broadcast over television, radio or the Internet, in connection with the offer
and sale of the Shares.
(v) It is able to bear the economic risks of an
investment in the Shares and its overall commitment to investments that are not
readily marketable is not disproportionate to its net worth.
(vi) It must bear the substantial economic risks of the
investment in the Shares indefinitely, as the Shares are "restricted securities"
as that term is defined in Regulation D under the Securities Act and such
Shares, and the securities into which they may be converted, may not be sold,
hypothecated or otherwise disposed of unless registered under the Securities Act
and applicable state securities laws or an exemption from such registration is
available. Legends shall be placed on the certificates evidencing the Shares,
and the securities into which they may be converted, to the effect that the
Shares or securities, as applicable, have not been registered under the
Securities Act or any applicable state securities laws and that the Shares, and
the securities into which they may be converted, may not be sold, hypothecated
or otherwise disposed of unless registered under the Securities Act and
applicable state securities laws or an exemption from such registration is
available.
(vii) Any information that the undersigned has
heretofore furnished or furnishes herewith to Seller or BPK is complete and
accurate and may be relied upon by Seller and BPK in determining the
availability of an exemption from registration under federal and state
securities laws (including, but not limited to, the Securities Act) in
connection with the purchase of the Shares hereunder.
5. Representations and Warranties of Seller. Seller represents and
warrants to Purchaser as follows:
(a) Authority. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the United Kingdom and has all
requisite corporate power and authority to carry on its business as now
conducted and as currently proposed to be conducted by it and to enter into and
perform each of the Transaction Documents and the General Release. All corporate
action on the part of Seller necessary for the authorization, execution,
delivery and performance of all obligations of Seller under each of the
Transaction Documents and the General Release has been taken.
(b) Binding Obligation. Seller has the legal power and
authority to enter into and perform its obligations under the Transaction
Documents and the General Release and to consummate the transactions
contemplated hereby and thereby. Each of the Transaction Documents and the
General Release has been duly and validly executed and delivered by and on
behalf of Seller and constitutes a valid and legally binding obligation of
Seller, enforceable against Seller in accordance with its terms.
(c) Title to Shares. Seller is the sole record and beneficial
owner of the Shares, free and clear of all liens or encumbrances of any kind or
nature, any preemptive rights, co-sale rights, rights of first refusal or any
other rights of any kind or nature which limit, condition, or restrict in any
way Seller's right to transfer and sell or vote the Shares and Seller has not
sold, pledged, assigned, or otherwise transferred in whole or in part, any
interest in any of the Shares. Other than this Agreement, there are no
agreements to sell, pledge, assign or otherwise transfer any interest in any of
the Shares.
(d) Absence of Litigation. There is no litigation or
proceeding pending or, to the best of Seller's knowledge, threatened against
Seller that would have a material adverse effect on the validity or performance
of this Agreement.
(e) No Brokers Fees. No person has or will receive from Seller
or, to Seller's knowledge, from any other person, any compensation as a broker,
finder or advisor, or in any other capacity in connection with the sale and
purchase of the Shares.
6. Confidentiality. The parties shall keep the transaction
contemplated hereby and all non-public information concerning the parties
obtained in connection with the transactions contemplated hereby confidential,
except as may be required by applicable law; provided, however, that the
foregoing confidentiality obligation shall not apply to the furnishing of
information to the parties respective legal counsel and accountants on a "need
to know" basis, it being understood that such representatives shall be informed
of the highly confidential nature of the information and the transactions
contemplated hereby and that by receiving such information, they are agreeing to
be bound by this Section 6. The parties hereto shall consult with each other and
shall mutually agree (the agreement of each party not to be unreasonably
withheld, delayed or conditional) upon the content and timing of any press
release or other public statements with respect to the transactions contemplated
by this Agreement and shall not issue any such press release or make any such
public statement prior to such consultation and agreement, except as may be
required by applicable law.
7. Further Assurances. From time to time, as and when requested by
any party, the other party shall execute and deliver, or cause to be executed
and delivered, all such documents and instruments and shall take, or cause to be
taken, all such further or other actions as such other party may reasonably deem
necessary or desirable to consummate and make effective the actions contemplated
hereby.
8. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania without regard
to conflict of laws principles.
9. Sections and Other Headings. The section and other headings
contained in this Agreement are for the convenience of reference only, do not
constitute part of this Agreement or otherwise affect any of the provisions
hereof.
11. Entire Agreement. This Agreement represents the entire agreement
between the parties with respect to the subject matter hereof and supersedes any
and all prior and contemporaneously made written or oral agreements between the
parties relating to the subject matter hereof.
12. Counterpart Signatures. This Agreement may be delivered via
facsimile and executed in counterpart each of which shall be deemed to be an
original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have
executed this Agreement as of the date first above written.
BP INVESTMENTS GROUP, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Manager
OCEAN RESOURCES CAPITAL HOLDINGS PLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director