Exhibit 99.2 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement"), dated as of December 2, 2004, among Laurus Master Fund, Ltd. (the "Pledgee"), BP International, Inc., a Delaware corporation (the " Company"), and each of the other...Stock Pledge Agreement • December 10th, 2004 • Bp International Inc • Sporting & athletic goods, nec • New York
Exhibit 99.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • December 10th, 2004 • Bp International Inc • Sporting & athletic goods, nec • New York
December 2, 2004 BP International, Inc. 510 West Arizona Avenue Deland, Florida 32720 Attention: Emmett D. Ball Chief Financial Officer Ball Products, Inc. 510 West Arizona Avenue Deland, Florida 32720 Attention: Emmett D. Ball Chief Financial Officer...Security Agreement • December 10th, 2004 • Bp International Inc • Sporting & athletic goods, nec
Reference is hereby made to that certain Security Agreement dated as of December 2, 2004 by and among BP INTERNATIONAL, INC., a Delaware corporation, BALL PRODUCTS, INC., a Florida corporation and such other subsidiaries of Company named in that certain Security Agreement or which hereafter become a party thereto (together the "Company") and Laurus Master Fund, Ltd. ("Laurus") (the "Security Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Laurus is hereby notifying you of its decision to exercise the discretion granted to it pursuant to Section 2(a)(iii) of the Security Agreement to make a Loan to the Company in the aggregate principal amount of $1,379,000 (the "Overadvance"), in excess of the Formula Amount in effect on the date hereof.
SUBSIDIARY GUARANTYSubsidiary Guaranty • December 10th, 2004 • Bp International Inc • Sporting & athletic goods, nec • New York
SECURITY AGREEMENT ------------------ LAURUS MASTER FUND, LTD. BALL PRODUCTS, INC. and BP INTERNATIONAL, INC. Dated: December 2, 2004Security Agreement • December 10th, 2004 • Bp International Inc • Sporting & athletic goods, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE...Secured Revolving Note • December 10th, 2004 • Bp International Inc • Sporting & athletic goods, nec • New York
Exhibit 10.3 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS...Secured Convertible Minimum Borrowing Note • December 10th, 2004 • Bp International Inc • Sporting & athletic goods, nec • New York
Exhibit 99.4 MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Minimum Borrowing Note Registration Rights Agreement (this "Agreement") is made and entered into as of December 2, 2004, by and between BP International, Inc., a Delaware...Minimum Borrowing Note Registration Rights Agreement • December 10th, 2004 • Bp International Inc • Sporting & athletic goods, nec • New York
