18,755,490 Shares BPZ RESOURCES, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 29th, 2009 • BPZ Resources, Inc. • Crude petroleum & natural gas • New York
BPZ Resources, Inc., a Texas corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) to be entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 18,755,490 shares (the “Shares”) of the Company’s common stock, no par value (the “Common Stock”). The Company hereby confirms its several agreements with Canaccord Adams Inc. (“Canaccord”), Pritchard Capital Partners, LLC (“Pritchard”), Raymond James & Associates, Inc. (“RJ”), Rodman & Renshaw, LLC (“Rodman”) and Wunderlich Securities, Inc. (“Wunderlich”) as set forth below. Canaccord is referred to as the “Lead Placement Agent;” each of Pritchard, RJ, Rodman and Wunderlich are individually referred to herein as a “Co-Placement Agent;” and collectively, all three agent
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2009 • BPZ Resources, Inc. • Crude petroleum & natural gas • Texas
The undersigned (the “Investor”) hereby confirms its agreement with BPZ Resources, Inc., a Texas corporation (the “Company”), as follows:
