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Exhibit
2
STOCK PURCHASE AGREEMENT
This
STOCK PURCHASE AGREEMENT (this “ Agreement
”) is made and entered into this 7 th day
of November, 2007 by and between TELKONET, INC., a Utah
corporation (the “ Seller ”) and those
persons listed on Schedule A to this Agreement
collectively, the “ Purchasers
”).
WHEREAS,
the Seller owns 270,000 shares of common stock (the “
Common Stock ”), 583,333 shares of Series A
Convertible Preferred Stock (the “ Series A Stock
”) and 22,048 shares of Series B Preferred Stock (the
“ Series B Stock ,” together with the
Common Stock and the Series A Stock, the “ Company
Stock ”) of BPL Global, Ltd. (the “
Company ”); and
WHEREAS,
the Seller desires to sell to the Purchasers units consisting
of one share of Series B Stock, 0.4628 shares of
Common Stock and 0.0378 shares of Series A Stock (each, a
“ Unit ”) for a purchase price of $3.4285
per Unit.
WHEREAS,
each Purchaser desires to purchase Units from the Seller in
the amounts set forth opposite such Purchaser’s name on
Schedule A on the terms and conditions set forth in
this Agreement.
NOW,
THEREFORE, for and in consideration of the timely and full
performance of the mutual covenants set forth herein and other
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Seller and each
Purchaser hereby agree as follows:
1.
Purchase Price . The purchase price (the “
Purchase Price ”) for the Units shall be $3.4285 per
Unit.
2.
Closing .
(a) At
the closing of transactions contemplated hereby (the “
Closing ”), the Seller will deliver to each
Purchaser stock powers representing such Purchaser’s
portion of the Company Stock purchased, and shall deliver to
the Company all certificates representing the Company Stock
so purchased for re-issuance in the name of the Purchasers
pursuant to the stock powers. Upon delivery of the
stock powers to and in the name of the Purchasers at the
Closing, the funds representing the Purchase Price for the
Units will be delivered to the Seller pursuant to
instructions provided by the Seller at or before the
Closing.
(b) The
Closing will take place at the offices of Baker &
Hostetler LLP, 1050 Connecticut Avenue, N.W., Washington, DC
20036, within 2 business days following the satisfaction or
waiver of all conditions set forth in Sections 5 and 6 hereof
(the “ Closing Date ”) (except for those
conditions which by their nature are incapable of being
satisfied until the Closing, in which case such conditions
will be satisfied or waived on or as of the Closing Date) or
at such other place or time or both as the parties may
agree.
3.
Seller Representations and Warranties . The Seller
represents and warrants to each Purchaser as follows:
(a) Seller
is the sole legal and beneficial owner of the Company Stock
with all the requisite power and authority to enter into this
Agreement and to perform its obligations
hereunder.
(b) The
Units, and the Company Stock comprising the Units, delivered
to the Purchaser are free and clear of any and all claims,
liens, and encumbrances.
(c) Seller
has full power and authority to consummate the transactions
contemplated by this Agreement, including, without
limitation, to sell, transfer and assign to the Purchasers
all right, title and interest in and to the Company Stock
represented by the Units.
(d) Immediately
following the sale, transfer and assignment thereof at the
Closing, the Purchasers will have good title to the Company
Stock represented by the Units free and clear of all security
interests, claims, liens, pledges, restrictions and
encumbrances of any nature (other than the Second Amended and
Restated Stockholders' Agreement of the Company (the "
Stockholders' Agreement ")).
(e) This
Agreement has been duly and validly executed and delivered by
the Seller and, assuming the due execution and delivery
thereof by each Purchaser, is a valid and binding obligation
of the Seller, enforceable against the Seller in accordance
with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting the rights of creditors
generally and by general principles of equity.
(f) None
of the execution or delivery by the Seller of this Agreement,
the performance by the Seller of its obligations hereunder or
the consummation of the transactions contemplated hereby (1)
has resulted or will result (with or without notice, lapse of
time or otherwise) in a breach of the terms or conditions of,
a default under, a conflict with, or an acceleration of (or
the creation in any person of any right to cause the
acceleration of) any performance or any increase in any
payment required by, or the termination, suspension,
modification, impairment or forfeiture (or the creation in
any person of any right to cause the termination, suspension,
modification, impairment or forfeiture) of any material
rights or privileges of any Seller under (x) any agreement,
contract, arrangement or understanding, written or oral
(collectively, “ Contract ”), or any
judgment, writ, order or decree (collectively, “
Judgment ”) to which the Seller is a party or by
or to which the Seller, its properties, assets or any of the
Company Stock may be subject, bound or affected, or (y) any
applicable law, rule or regulation (collectively, “
Law ”); (2) has resulted or will result (with or
without notice, lapse of time or otherwise) in the creation,
imposition, or foreclosure of or right to exercise or
foreclose any lien or restriction of any nature whatsoever
upon or in any of (x) the assets of the Seller, or (y) the
Company Stock comprising the Units; or (C) assuming that the
sale to the Purchasers of the Units is a transaction exempt
from registration under the Securities Act of 1933, as
amended (the “ Securities Act ”), and from
qualification or registration under applicable state
securities laws, requires or will require the Seller to make
any filing with, to give any notice to or to obtain any
permit, authorization, consent or approval of any
person.
(g) There
is no action, suit, investigation or proceeding, governmental
or otherwise (“ Proceeding ”), pending or,
to the Seller’s knowledge, threatened, against the
Seller relating to the Company Stock or the transactions
contemplated by this Agreement, nor is there any valid basis
for such Proceeding known to the Seller.
(h) Seller
is not bound by or subject to any Contract with any person
which will result in the Purchasers being obligated to pay
any finder’s fees, brokerage or agent’s
commissions or other like payments in connection with the
negotiations leading to this Agreement or the consummation of
the transactions contemplated hereby.
4.
Purchaser Representations and Warranties . Each
Purchaser individually represents and warrants to the Seller as
follows:
(a) That
such Purchaser acknowledges that neither the Units, nor the
Company Stock comprising the Units, may be transferred absent
either an effective registration under the Securities Act or
the availability of an exemption from the registration
requirements of the Securities Act and that such Purchaser is
acquiring the Units solely for its own account, for
investment purposes only and not with a view to resale or
distribution.
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