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 Holdings PLC,
a public limited company organized under the laws of the United Kingdom (the
"Secured Party"), and Spector Gadon & Rosen, PC, a Pennsylvania Professional
Corporation ("Collateral Agent").
WHEREAS, pursuant to that certain Securities Purchase Agreement dated
as of even date herewith (as it may hereafter from time to time be restated,
amended, modified or supplemented, the "Purchase Agreement") by and between the
Pledgor and the Secured Party, the Pledgor purchased 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 issued that certain
Secured Promissory Note dated February 27, 2004 in the principal amount of US
$1,900,000 (as it may hereafter from time to time be restated, amended, modified
or supplemented, the "Note"); and
WHERAS, in order to secure the Pledgor's obligations under the Note,
the Secured Party has requested that the Pledgor pledge and grant of a security
interest in and to the securities of the Pledgor set forth on Schedule A hereto.
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto hereby agree as follows:
1. Defined Terms.
(a) Except as otherwise expressly provided herein, capitalized
terms used in this Agreement shall have the respective meanings assigned to them
in the Purchase Agreements or Instruments, as applicable. Where applicable and
except as otherwise expressly provided herein, terms used herein (whether or not
capitalized) shall have the respective meanings assigned to them in the Uniform
Commercial Code, as amended from time to time (the "Code").
(b) "Pledged Collateral" shall mean and include the following: (i)
the stock, shares, securities and all other ownership interests listed on
Schedule A attached hereto and made a part hereof, and all rights and privileges
pertaining thereto, including, without limitation, all present and future
securities, shares, capital stock and other ownership interests receivable in
respect of, or in exchange for, or upon conversion of, any such securities,
shares, capital stock or ownership interests, all rights under operating
agreements, member agreements, shareholder agreements and other similar
agreements relating to all securities, shares, capital stock and other ownership
interests, all rights to subscribe for securities, shares, capital stock or
other ownership interests incident to or arising from ownership of such
securities, shares, capital stock or other ownership interests, all cash,
interest, stock and other dividends or distributions paid or payable on such
securities, shares, capital stock or other ownership interests, and all books
and records (whether paper, electronic or any other medium) pertaining to the
foregoing, including, without limitation, all stock or membership record and
transfer books, and (ii) whatever is received when any of the foregoing is sold,
exchanged, replaced or otherwise disposed of, including all proceeds thereof, as
such term is defined in the Code.
2. Grant of Security Interests.
(a) To secure the payment and performance of all obligations and
of all indebtedness of Pledgor under the Note (collectively, the "Secured
Obligations"), Pledgor hereby grants to the Secured Party a first priority
security interest in and hereby pledges to the Secured Party, all of such
Pledgor's now existing and hereafter acquired or arising right, title and
interest in, to and under the Pledged Collateral whether now or hereafter
existing and wherever located.
(b) Upon the execution and delivery of this Agreement, Pledgor
shall deliver to and deposit with the Collateral Agent in pledge, all
certificates and other instruments evidencing the Pledged Collateral owned by
Pledgor, together with undated stock powers signed in blank by Pledgor. The
stock powers delivered by Pledgor hereunder shall be utilized by Secured Party
only after a default under the Note.
3. Further Assurances.
Prior to or concurrently with the execution of this Agreement, and
thereafter at any time and from time to time upon reasonable request of the
Secured Party, Pledgor shall execute and deliver to the Secured Party all
financing statements, continuation financing statements, assignments,
certificates and documents of title, affidavits, reports, notices, schedules of
account, letters of authority, further pledges, powers of attorney and all other
documents (collectively, the "Security Documents") which the Secured Party may
reasonably request, in form reasonably satisfactory to the Secured Party, and
take such other action which the Secured Party may reasonably request, to
perfect and continue perfected and to create and maintain the first priority
status of the Secured Party's security interest in the Pledged Collateral and to
fully consummate the transactions contemplated under this Agreement. Pledgor
hereby irrevocably makes, constitutes and appoints the Secured Party as
Pledgor's true and lawful attorney with power to sign the name of such Pledgor
on all or any of the documents which the Secured Party determines must be
executed, filed, recorded or sent in order to perfect or continue perfected the
Secured Party' security interest in the Pledged Collateral in any jurisdiction.
Such power, being coupled with an interest, is irrevocable until all of the
Secured Obligations have been indefeasibly in full paid and the Instruments have
terminated.
4. Representations and Warranties.
Pledgor hereby represents and warrants to the Secured Party as
follows:
(a) Pledgor has and will continue to have (or, in the case of
after-acquired Pledged Collateral, at the time such Pledgor acquires rights in
such Pledged Collateral, will have and will continue to have), title to the
Pledged Collateral, free and clear of all liens.
-2-
(b) The capital stock shares, securities, and other ownership
interests constituting the Pledged Collateral have been duly authorized and
validly issued to Pledgor (as set forth on Schedule A hereto), are fully paid
and nonassessable.
(c) The security interests in the Pledged Collateral granted
hereunder are valid, perfected and of first priority, subject to the lien of no
other Person.
(d) There are no restrictions upon the transfer of the Pledged
Collateral and Pledgor has the power and authority and right to transfer the
Pledged Collateral owned by Pledgor free of any encumbrances and without
obtaining the consent of any other Person.
(e) Pledgor has all necessary power to execute, deliver and
perform this Agreement.
(f) There are no actions, suits, or proceedings pending or, to
Pledgor's best knowledge after due inquiry, threatened against or affecting
Pledgor with respect to the Pledged Collateral, at law or in equity or before or
by any governmental authority, and Pledgor is not in default with respect to any
judgment, writ, injunction, decree, rule or regulation which could adversely
affect Pledgor's performance hereunder.
(g) This Agreement has been duly executed and delivered and
constitutes the valid and legally binding obligation of Pledgor, enforceable in
accordance with its terms, except to the extent that enforceability of this
Agreement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforceability of creditors'
rights generally or limiting the right of specific performance.
(h) Neither the execution and delivery by Pledgor of this
Agreement, nor the compliance with the terms and provisions hereof, will violate
any provision of any law or conflict with or result in a breach of any of the
terms, conditions or provisions of any judgment, order, injunction, decree or
ruling of any governmental authority to which Pledgor is subject or any
provision of any agreement, understanding or arrangement to which Pledgor is a
party or by which Pledgor is bound.
(i) Pledgor's chief executive office address is as set forth on
the signature page hereto.
(j) All rights of Pledgor in connection with its ownership of the
Shares are evidenced and governed solely by the certificates, articles of
incorporation, bylaws and other organizational documents of BPK and no
shareholder or other similar agreements are applicable to the Pledged
Collateral.
5. General Covenants.
Pledgor hereby covenants and agrees as follows:
(a) Pledgor shall do all reasonable acts that may be necessary and
appropriate to maintain, preserve and protect the Pledged Collateral; Pledgor
shall be responsible for the risk of loss of, damage to, or destruction of the
-3-
Pledged Collateral owned by Pledgor, unless such loss is the result of the gross
negligence or willful misconduct of any Secured Party. Pledgor shall notify the
Secured Party in writing ten (10) days prior to any change in such Pledgor's
chief executive office address.
(b) Pledgor shall appear in and defend any action or proceeding of
which Pledgor is aware which could reasonably be expected to affect Pledgor's
title to, or the Secured Party's interest in, the Pledged Collateral or the
proceeds thereof; provided, however, that with the consent of the Secured Party,
Pledgor may settle such actions or proceedings with respect to the Pledged
Collateral, which consent shall not be unreasonably withheld or delayed.
(c) Pledgor shall, and shall cause BPK to, keep separate, accurate
and complete records of the Pledged Collateral, disclosing the Secured Party's
security interest hereunder.
(d) Pledgor shall comply with all laws applicable to the Pledged
Collateral unless any noncompliance would not individually or in the aggregate
materially impair the use or value of the Pledged Collateral or the Secured
Party's rights hereunder.
(e) Pledgor shall pay any and all taxes, duties, fees or imposts
of any nature imposed by any governmental authority on any of the Pledged
Collateral, except to the extent contested in good faith by appropriate
proceedings.
(f) To the extent, following the date hereof, Pledgor acquires
securities, shares, capital stock or other ownership interests described in the
definition of Pledged Collateral, such stock, in respect of, in exchange for, or
upon the conversion of, the Pledged Collateral, such securities, shares, capital
stock or ownership interests shall be subject to the terms hereof and, upon such
acquisition, shall be deemed to be hereby pledged to the Secured Party; and,
Pledgor thereupon shall deliver all such securities, shares, capital stock, and
other ownership interests together with an updated Schedule A hereto, to the
Collateral Agent.
(g) Except as set forth in Section 16 hereof, during the term of
this Agreement, Pledgor shall not sell, assign, replace, retire, transfer or
otherwise dispose of its Pledged Collateral.
6. Other Rights With Respect to Pledged Collateral.
(a) In addition to the other rights with respect to the Pledged
Collateral granted to the Secured Party hereunder, at any time and from time to
time, after and during the continuation of any default under the Note, the
Secured Party, at its option and at the expense of the Pledgor, may (a) transfer
into the name of the Secured Party or into the name of its nominee, all or any
part of the Pledged Collateral, thereafter receiving all dividends, income or
other distributions upon the Pledged Collateral; (b) take control of and manage
all or any of the Pledged Collateral; (c) apply to the payment of any of the
Secured Obligations, whether any be due and payable or not, any moneys,
including cash dividends, distributions and income from any Pledged Collateral,
now or hereafter in the hands of the Secured Party, on deposit or otherwise,
-4-
belonging to Pledgor, as the Secured Party in its sole discretion shall
determine; and (d) do anything which Pledgor is required but fails to do
hereunder.
(b) In the event that upon the occurrence of any default under the
Note and while such default shall be continuing the Secured Party desires to
exercise any of its rights or remedies under this Agreement, it shall deliver
written notice (a "Default Notice") to the Collateral Agent and to the Pledgor,
which notice shall be dated and state that a default under the Note has occurred
and is continuing, that it desires to exercise certain of its rights and
remedies hereunder and direct the Collateral Agent to deliver the Pledged
Collateral to the Secured Party. Unless the Collateral Agent is notified in
writing by the Pledgor within five (5) days from the date of the Default Notice
that the Pledgor disputes the Secured Party's right to exercise any of its
rights or remedies hereunder, the Collateral Agent shall promptly deliver the
Pledged Collateral to the Secured Party. If the Collateral Agent is notified in
writing by the Pledgor within five (5) days from the date of the Default Notice
that the Pledgor in good faith contests the right of the Secured Party to
exercise its rights or remedies hereunder, then, and in that event, the
Collateral Agent shall be permitted to submit the issues in dispute to
arbitration in accordance with the provisions of Section 18 of this Agreement.
7. Additional Remedies Upon Event of Default.
Upon the occurrence of any default under the Note and while such
default shall be continuing, the Secured Party shall have, in addition to all
rights and remedies of a secured party under the Code or other applicable law,
and in addition to its rights under Section 6 above and under the Note, the
following rights and remedies:
(a) The Secured Party may, after ten (10) days' advance notice to
the Pledgor, sell, assign, give an option or options to purchase or otherwise
dispose of the Pledged Collateral or any part thereof at public or private sale,
at the Secured Party's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Secured Party may deem commercially
reasonable. Pledgor agrees that ten (10) days' advance notice of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. The Secured Party shall not be
obligated to make any sale of Pledged Collateral regardless of notice of sale
having been given. The Secured Party may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned. Pledgor recognizes that the Secured Party may be compelled to resort
to one or more private sales of the Pledged Collateral to a restricted group of
purchasers who will be obliged to agree, among other things, to acquire such
securities, shares, capital stock or ownership interests for their own account
for investment and not with a view to the distribution or resale thereof.
(b) The proceeds of any collection, sale or other disposition of
the Pledged Collateral, or any part thereof, shall, after the Secured Party has
made all deductions of expenses, including but not limited to, attorneys' fees
and other expenses incurred in connection with repossession, collection, sale or
disposition of such Pledged Collateral or in connection with the enforcement of
the Secured Party's rights with respect to the Pledged Collateral, including in
-5-
any insolvency, bankruptcy or reorganization proceedings, be applied against the
Secured Obligations, whether or not all the same be then due and payable, as
follows:
(i) first, to the Secured Obligations and to reimburse the
Secured Party for out-of-pocket costs, expenses and disbursements, including
without limitation reasonable attorneys' fees and legal expenses, incurred by
the Secured Party in connection with realizing on the Pledged Collateral
including expense incurred by the Secured Party for the reasonable maintenance,
preservation, protection or enforcement of, or realization upon, the Pledged
Collateral, including without limitation advances for taxes, insurance, and the
like, and reasonable expenses incurred to sell or otherwise realize on, or
prepare for sale of or other realization on, any of the Pledged Collateral, in
such order as the Secured Party may determine in its discretion; and (ii) the
balance, if any, as required by law.
8. Secured Party's Duties.
(a) The powers conferred on the Secured Party hereunder are solely
to protect their interest in the Pledged Collateral and shall not impose any
duty upon it to exercise any such powers. Except for the safe custody of any
Pledged Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Secured Party shall have no duty as to any Pledged
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Pledged Collateral.
9. Collateral Agent's Duties.
(a) The Collateral Agent shall act hereunder as depository only,
and it shall not be responsible or liable in any manner whatever for any
determinations regarding the disposition of the Pledged Collateral. It is agreed
that the duties and obligations of the Collateral Agent are those herein
specifically provided and no other. Except as otherwise specifically provided in
this Agreement, the Collateral Agent shall not have any liability under, nor
duty to inquire into, the terms and provisions of any agreement or instrument,
other than this Agreement. The duties of the Collateral Agent are ministerial in
nature, and the Collateral Agent shall not incur any liability whatsoever other
than for its own willful misconduct.
(b) The Collateral Agent shall not incur any liability for
following the instructions herein contained or expressly provided for, or
written instructions given by the parties hereto. The Collateral Agent shall not
have any responsibility for the genuineness or validity of any document or other
material presented to or deposited with it nor shall it have any liability for
any action taken, suffered or omitted in accordance with any written
instructions or certificates given to it hereunder and believed by it in good
faith to be what it purports to be and to be signed by the proper party or
parties, nor for retaining the Pledged Collateral in the absence of instructions
to the contrary.
(c) The Collateral Agent shall not be liable for any error of
judgment, or for any act done or step taken or omitted by it in good faith, or
for any mistake of fact or law, or for anything which it may do or refrain from
doing in connection with this Agreement, except its own willful misconduct.
-6-
(d) The Collateral Agent may consult with, and obtain the advice
of, legal counsel selected by it in the event of any question as to any of the
provisions hereof or its duties hereunder, and the Collateral Agent shall incur
no liability and shall be fully protected for any action taken, suffered or
omitted by it in good faith in accordance with the advice of such counsel.
(e) In the event that The Collateral Agent shall be uncertain as
to its duties or rights hereunder or shall have received instructions, claims or
demands from any party hereto which, in its reasonable opinion, conflict with
any of the provisions of this Agreement or with instructions, claims or demands
of any other party hereto, The Collateral Agent shall refrain from taking any
action and its sole obligation shall be to keep safely all Pledged Collateral
until it shall be directed otherwise in writing by all of the parties hereto or
by a final order or judgment of an arbitration panel, or an award of an
arbitrator pursuant to an arbitration conducted pursuant to Section 18 of this
Agreement.
(f) The Collateral Agent shall not be required to institute legal
proceedings of any kind and shall not be required to initiate or defend any
legal proceedings which may be instituted against it in respect of the subject
matter of this Agreement, provided that The Collateral Agent shall at all times
take such action as is reasonably necessary to keep safely all Pledged
Collateral. If The Collateral Agent does elect to so act or is required to so
act in order to keep safely all Pledged Collateral, the Collateral Agent will do
so only to the extent that it is indemnified to its reasonable satisfaction
against the cost and expense of such defense or initiation.
(g) Collateral Agent (and any successor Collateral Agent) may at
any time resign as such by delivering the Pledged Collateral to any successor
Collateral Agent jointly designated by the other parties hereto in writing, or
to any court of competent jurisdiction, whereupon Collateral Agent shall be
discharged of and from any and all further obligations arising in connection
with this Agreement. The resignation of Collateral Agent will take effect on the
earlier of (i) the appointment of a successor (including a court of competent
jurisdiction) or (ii) the day which is 30 days after the date of delivery of its
written notice of resignation to the other parties hereto. If at the time
identified in subsection (ii) above, Collateral Agent has not received a
designation of a successor Collateral Agent, Collateral Agent's sole
responsibility after that time shall be to retain and safeguard the Pledged
Collateral until receipt of a designation of successor Collateral Agent or a
joint written disposition instruction by the other parties hereto or a final
order or judgment of an arbitration panel pursuant to Section 18 of this
Agreement.
(h) In the event of any disagreement between the other parties
hereto resulting in adverse claims or demands being made in connection with the
Pledged Collateral or in the event that Collateral Agent is in doubt as to what
action it should take hereunder, Collateral Agent shall be entitled to retain
the Pledged Collateral until Collateral Agent shall have received (i) a final
order or judgment of an arbitration panel pursuant to Section 18 of this
Agreement directing delivery of the Pledged Collateral or (ii) a written
agreement executed by the other parties hereto directing delivery of the Pledged
Collateral, in which event Collateral Agent shall disburse the Pledged
Collateral in accordance with such order or agreement. Collateral Agent shall
act on such court order without further question.
-7-
(i) The Collateral Agent has acted as legal counsel for BPK, and
may continue to act as legal counsel for BPK, from time to time, notwithstanding
its duties as the Collateral Agent hereunder. Each of the Pledgor and Secured
Party consents to the Collateral Agent acting in such capacity as legal counsel
for BPK and waives any claim that such representation represents a conflict of
interest on the part of the Collateral Agent. Each of Pledgor and Secured Party
understands that Collateral Agent is relying explicitly on the foregoing
provision in entering into this Agreement.
10. No Waiver; Cumulative Remedies.
No failure to exercise, and no delay in exercising, on the part of
any Secured Party, any right, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any further exercise thereof or the exercise of any
other right, power or privilege. The remedies herein provided are cumulative and
not exclusive of any remedies provided under the Note or by law. Pledgor waives
any right to require the Secured Party to proceed against any other person or to
exhaust any of the Pledged Collateral or other security for the Secured
Obligations or to pursue any remedy in the Secured Party's power.
11. Assignment.
All rights and obligations of the parties under this Agreement
shall inure to the benefit of their respective successors and assigns.
12. Severability.
Any provision of this Agreement which shall be held invalid or
unenforceable shall be ineffective without invalidating the remaining provisions
hereof.
13. Governing Law.
This Agreement shall be construed in accordance with and governed
by the internal laws of the Commonwealth of Pennsylvania without regard to its
conflicts of law principles, except to the extent the validity or perfection of
the security interests or the remedies hereunder in respect of any Pledged
Collateral are governed by the law of a jurisdiction other than the Commonwealth
of Pennsylvania.
14. Notices.
All notices, requests, demands, directions and other
communications (collectively, "notices") given to or made upon any party hereto
under the provisions of this Agreement shall be in writing (including telex or
facsimile communication) and shall be hand delivered, sent via a recognized
overnight courier or sent by telex or facsimile to the respective parties at the
addresses and numbers set forth in the signature page hereto or in accordance
with any subsequent unrevoked written direction from any party to the others.
All notices shall, except as otherwise expressly herein provided, be effective
in the case of telex or facsimile, when received, or in the case of hand
-8-
delivered notice, when hand delivered or, in case of overnight couriered notice,
the business day after deposit with such courier.
15. Specific Performance.
The parties acknowledge and agree that, in addition to the other
rights of the parties hereunder and under the Note, because a party's remedies
at law for failure of any other party to comply with the provisions hereof would
be inadequate and that any such failure would not be adequately compensable in
damages, the parties agree that each the provisions hereof may be specifically
enforced.
16. Voting Rights in Respect of the Pledged Collateral; Conversion of
Shares.
(a) So long as no default shall occur and be continuing under the
Note, Pledgor may exercise any and all voting rights pertaining to the Pledged
Collateral.
(b) So long as no default shall occur and be continuing under the
Note, Pledgor may exercise any and all rights pertaining to the Pledged
Collateral including, but not limited to, any and all conversion rights. In the
event that Pledgor desires to exercise any of its rights pertaining to the
Pledged Collateral, it shall provide written notice (a "Conversion Notice") to
the Collateral Agent and the Secured Party which notice shall be dated and shall
state that a default under the Note has not occurred and is not continuing, that
it desires to exercise certain of its rights with respect to the Pledged
Collateral, describe in detail the rights it desires to exercise and include
irrevocable instructions to the Collateral Agent and BPK to effectuate the
exercise of such rights together with all stock powers or other documents
required in order to exercise such rights. Unless the Collateral Agent is
notified in writing by the Pledgor within five (5) days from the date of the
Conversion Notice that the Secured Party disputes Pledgor's right to exercise
its rights with respect to the Pledged Collateral identified in the Conversion
Notice, the Collateral Agent shall promptly deliver the Conversion Notice and
Pledged Collateral to BPK and direct BPK to effect such conversion or the
exercise of the rights set forth in the Conversion Notice and thereafter return
to the Collateral Agent all certificates evidencing the Shares and all
certificates evidencing any additional shares of capital stock issued upon
conversion or exchange of such Shares, all of which shall be deemed to be
"Pledged Collateral" hereunder. If the Collateral Agent is notified in writing
by the secured party within five (5) days from the date of the Conversion Notice
that the Secured party in good faith contests the right of the Pledgor to
exercise its rights with respect to the Pledged Collateral identified in the
Conversion Notice, then, and in that event, the Collateral Agent shall be
permitted to submit the issues in dispute to arbitration in accordance with the
provisions of Section 18 of this Agreement.
17. Release of Pledged Collateral.
Certificates evidencing the Pledged Collateral shall be released
and delivered to Pledgor as payments of principal due under the Note are made to
the Secured Party. Upon the payment of any principal due under the Note to
Secured Party, Pledgor shall provide written notice (a "Payment Notice") to the
Collateral Agent and the Secured Party which notice shall be dated and shall
-9-
state that a payment of principal has been made under the Note, set forth the
amount of such payment and direct the Collateral Agent to deliver certificates
to Pledgor evidencing the "Released Shares." The Released Shares shall be
determined by multiplying the total number of Shares comprising the Pledged
Collateral by a fraction, the numerator of which is the amount of the principal
payment set forth in the Payment Notice and the denominator of which is the
total amount of principal due under the Note (without giving effect to the
payment set forth in the Payment Notice); provided however, in the event that
the Pledged Collateral includes other securities, there shall be added to the
forgoing number of shares an additional number of shares determined by
multiplying the total number of such other shares comprising the Pledged
Collateral by a fraction, the numerator of which is the amount of the principal
payment set forth in the Payment Notice and the denominator of which is the
total amount of principal due under the Note (without giving effect to the
payment set forth in the Payment Notice). Unless the Collateral Agent is
notified in writing by the Secured Party within three (3) days from the date of
the Payment Notice that the payment of principal set forth in the Payment Notice
has not been received by the Secured Party, the Collateral Agent shall promptly
deliver or cause BPK to deliver certificates evidencing the Released Shares to
Pledgor which shares shall no longer be Pledged Collateral. If the Collateral
Agent is notified in writing by the Pledgor within three (3) days from the date
of the Payment Notice that the payment of principal set forth in the Payment
Notice has not been received by the Secured Party, then, and in that event, the
Collateral Agent shall be permitted to submit the issues in dispute to
arbitration in accordance with the provisions of Section 18 of this Agreement.
18. Arbitration.
If a dispute arises as to the interpretation of this Agreement, it
shall be decided in an arbitration proceeding conforming to the Rules of the
American Arbitration Association applicable to commercial arbitration then in
effect at the time of the dispute. The arbitration shall take place in the
Commonwealth of Pennsylvania. The decision of the Arbitrators shall be
conclusively binding upon the parties and final, and such decision shall be
enforceable as a judgment in any court of competent jurisdiction. The parties
shall share equally the costs of the arbitration.
19. Entire Agreement; Amendments.
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements relating to a grant of a security interest in the Pledged Collateral
by Pledgor. This Agreement may not be amended or supplemented except by a
writing signed by the Secured Party, the Pledgor and Collateral Agent.
20. Counterparts.
This Agreement may be executed in any number of counterparts and
delivered via facsimile, and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed an original and all
of which taken together shall constitute but one and the same agreement.
-10-
21. Descriptive Headings.
The descriptive headings which are used in this Agreement are for
the convenience of the parties only and shall not affect the meaning of any
provision of this Agreement.
SIGNATURE PAGE 1 OF 1 TO
STOCK PLEDGE AGREEMENT
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have caused this Agreement to be duly executed as of the date first above
written.
BP INVESTMENTS GROUP, LLC
By: /s/ Ernest A. Barlett
----------------------------------------
Name: Ernest A. Barlett
Title: President
Address: One Belmont Avenue
Bala Cynwyd, PA 19004
OCEAN RESOURCES CAPITAL HOLDINGS PLC
By: /s/ David Hutchins
----------------------------------------
Name: David Hutchins
Title: Director
Address: Ocean House
10-12 Little Trinity
London, EC4V 2AR United Kingdom
SPECTOR GADON & ROSEN, PC
By: /s/ Steven E. Gadon
----------------------------------------
Name: Steven E. Gadon
Address: 1635 Market Street, 7th Floor
Philadelphia, PA 19103
SCHEDULE A
TO
STOCK PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED COLLATERAL
Pledgor Pledged Shares
------- --------------
BP Investments Group, LLC 5,538,461 shares of Series A 10% Convertible
Preferred Stock, $.001 par value per share, of
BPK Resources, Inc., a Nevada corporation, which
number of shares shall be reduced as principal
payments are made under the Note in accordance
with Section 17 of this Stock Pledge Agreement.
BPK Resources, Inc.
5858 Westheimer Street
Suite 709
Houston, TX 77057