BPZ RESOURCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2013 • BPZ Resources, Inc. • Crude petroleum & natural gas • New York
BPZ Resources, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $125,000,000 aggregate principal amount of its 8.50% Convertible Senior Notes due 2017 (the “Firm Notes”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional $18,750,000 aggregate principal amount of its 8.50% Convertible Senior Notes due 2017 (the “Additional Notes” and, together with the Firm Notes, the “Notes”). The Notes shall be convertible into 249.5866 shares of common stock, no par value, of the Company (the “Common Stock”), per $1,000 principal amount of Notes, as described in the Prospectus, defined below. The shares of Common Stock into which the Notes may be converted are referred to herein as the “Conversion Shares.” The Notes and the Conversion Shares hereinafter are referred to collectively as the “Securitie
