EXHIBIT 10.24
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "Agreement") dated and accepted as
of the date set forth on the signature page hereof, by and among Toreador
Resources Corporation, a Delaware corporation (the "Company"), and each of the
persons listed on the Schedule of Purchasers attached hereto. Such entities or
persons (and any other persons who become a party to this Agreement subsequent
to the date of this Agreement pursuant to Section 1.1) are each referred to
herein as a "Purchaser" and, collectively, as the "Purchasers".
The Company wishes to sell to each Purchaser, and each Purchaser wishes
to buy, on the terms and subject to the conditions set forth in this Agreement,
shares (the "Preferred Shares") of the Company's Series A-1 Convertible
Preferred Stock, par value $1.00 per share (the "Preferred Stock"). The
Preferred Shares are convertible pursuant to the terms of a Certificate of
Designation relating to the Preferred Stock, the form of which is attached
hereto as Exhibit A (the "Certificate of Designation") into shares (the
"Conversion Shares") of the Company's Common Stock, par value $0.15625 per share
(the "Common Stock"). Dividends on the Preferred Shares are payable, subject to
the terms and conditions of the Certificate of Designation, in cash. The
Preferred Shares and the Conversion Shares are collectively referred to herein
as the "Securities".
The Company has agreed to take all reasonable action necessary to
affect the registration covering the resale of the Preferred Shares and the
Conversion Shares under the Securities Act of 1933, as amended (the "Securities
Act") pursuant to a Registration Rights Agreement of even date herewith by and
among the Company and the Purchasers (the "Registration Rights Agreement"). The
sale of the Preferred Shares by the Company to the Purchasers will be effected
in reliance upon the exemption from securities registration afforded by the
provisions of Regulation D ("Regulation D"), as promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act.
The Company and the Purchasers hereby agree as follows:
1. PURCHASE AND SALE OF PREFERRED SHARES.
1.1 Agreement to Purchase and Sell. Upon the terms set forth herein,
the Company agrees to sell and each Purchaser agrees to purchase, the number of
Preferred Shares set forth below such Purchaser's name on the signature pages
hereof and at a purchase price equal to Twenty-Five Dollars ($25.00) times the
number of Preferred Shares purchased by such Purchaser (the "Purchase Price").
The Company may sell from time to time up to a maximum of $4,000,000 of
Preferred Shares, provided, however, that at least $925,000 of Preferred Shares
shall have been purchased as of the date of the first sale of Preferred Shares
pursuant to this Agreement. Notwithstanding any provision of this Agreement to
the contrary, the Company may from time to time after the date of this Agreement
sell, without any consent or acknowledgment of the Purchasers signatory hereto,
additional Preferred Shares (not to exceed the $4,000,000 limitation set forth
in the preceding sentence) pursuant to the terms of this Agreement or otherwise.
Such additional sales of Preferred Shares shall be accomplished through
execution by such Purchaser of a signature page to this Agreement and
countersignature thereof by the Company. Photocopies of such additional
signature pages shall be delivered to each other Purchaser as soon as
practicable following the last such sale (the "Final Closing"); it being
understood that the Final Closing shall occur on or prior to December 31, 2002.
Each closing of the purchase and sale of the Preferred Shares will be deemed to
occur when this Agreement and
1
the other Transaction Documents (as defined below) have been executed and
delivered by the Company and each Purchaser at such closing (which delivery may
be effected by facsimile transmission), and full payment of the Purchase Price
has been made by each such Purchaser by wire transfer or immediately available
funds against physical delivery by the Company of duly executed certificates
representing the Preferred Shares purchased by such Purchaser hereunder.
1.2 Certain Definitions. When used herein, (A) "business day" shall
mean any day on which the New York Stock Exchange and commercial banks in the
city of New York are open for business, (B) an "affiliate" of a party shall mean
any person or entity controlling, controlled by or under common control with
that party and (C) "control" shall mean, with respect to an entity, the ability
to direct the business, operations or management of such entity, whether through
an equity interest therein or otherwise.
2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
Each Purchaser, solely with respect to him, her or it, hereby makes the
following representations and warranties to the Company and agrees with the
Company that, as of the date of this Agreement:
2.1 Authorization; Enforceability. If an entity, such Purchaser is duly
and validly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or organization with full power and
authority to purchase the Preferred Shares and to execute and deliver this
Agreement. This Agreement and the Registration Rights Agreement have been duly
and validly authorized, executed and delivered by or on behalf of such
Purchaser. This Agreement constitutes such Purchaser's valid and legally binding
obligation, enforceable in accordance with its terms.
2.2 Accredited Investor; Investment Intent. Such Purchaser is an
accredited investor as that term is defined in Rule 501(a) of Regulation D, and
is acquiring the Preferred Shares solely for his, her or its own account for
investment purposes as a principal and not with a present view to the public
resale or distribution of all or any part thereof, except pursuant to sales that
are exempt from the registration requirements of the Securities Act and/or sales
registered under the Securities Act; provided, however that in making such
representation, such Purchaser does not agree to hold the Securities for any
minimum or specific term and reserves the right to sell, transfer or otherwise
dispose of the Securities at any time in accordance with the provisions of this
Agreement and with Federal and state securities laws applicable to such sale,
transfer or disposition.
2.3 Information. The Company has provided such Purchaser with
information regarding the business, operations and financial condition of the
Company, and has granted to such Purchaser the opportunity to ask questions of
and receive answers from representatives of the Company, its officers,
directors, employees and agents concerning the Company and materials relating to
the terms and conditions of the purchase and sale of the Preferred Shares
hereunder. Such Purchaser understands that his, her or its investment in the
Preferred Shares involves a high degree of risk. Such Purchaser has sought such
accounting, legal and tax advice as he, she or it has considered necessary to
make an informed investment decision with respect to his, her or its acquisition
of the Preferred Shares.
2.4 Limitations on Disposition. Such Purchaser acknowledges that,
except as provided in the Registration Rights Agreement, the Securities have not
been and are not being
2
registered under the Securities Act and may not be transferred or resold without
registration under the Securities Act or unless pursuant to an exemption
therefrom.
2.5 Legend. Such Purchaser understands that the certificates
representing the Securities will bear at issuance a restrictive legend in
substantially the following form:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any state, and
may not be offered or sold unless a registration statement
under the Securities Act and applicable state securities laws
shall have become effective with regard thereto, or an
exemption from registration under the Securities Act and
applicable state securities laws is available in connection
with such offer or sale. Such securities are issued subject to
the provisions of (i) the Certificate of Designation relating
to the Series A-1 Convertible Preferred Stock of Toreador
Resources Corporation (the "Company"), (ii) a Securities
Purchase Agreement by and among the Company and the Purchasers
signatory thereto (collectively, the "Purchasers") and (iii) a
Registration Rights Agreement by and among the Company and the
Purchasers."
Notwithstanding the foregoing, it is agreed that, as long as (A) the
resale or transfer (including without limitation a pledge) of any of the
Securities is registered pursuant to an effective registration statement, (B)
such Securities can be sold pursuant to Rule 144 under the Securities Act ("Rule
144") and a registered broker dealer provides to the Company a customary
broker's Rule 144 letter and such Purchaser delivers to the Company a customary
seller's representation letter and a copy of any Form 144 which may have been
required to be filed by such Holder pursuant to Rule 144, or (C) such Securities
are eligible for resale under Rule 144(k), such Securities shall be issued
without any legend or other restrictive language and, with respect to Securities
upon which such legend is stamped, the Company shall issue new certificates
without such legend to the holder upon request.
2.6 No Governmental Review. Such Purchaser understands that no United
States Federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the
fairness or suitability of the investment in the Securities nor have such
authorities passed upon or endorsed the merits of the offering of the
Securities.
2.7 Residency. Such Purchaser is a resident of that state or
jurisdiction specified on the Purchaser's signature page to this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company hereby makes the following representations and warranties
to each Purchaser and agrees with such Purchaser that, as of the date of this
Agreement:
3.1 Organization, Good Standing and Qualification. Each of the Company
and its subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization and has
all requisite corporate power and authority to carry on its business as now
conducted. Each of the Company and its subsidiaries is duly qualified to
transact business and is in good standing in each jurisdiction in which the
failure so to qualify would have a material adverse effect on the consolidated
business or financial
3
condition of the Company and its subsidiaries taken as a whole. The term
"subsidiaries" shall mean entities in which the Company has an equity interest
of 50% or greater.
3.2 Authorization; Consents. The Company has the requisite corporate
power and authority to enter into and perform its obligations under (i) this
Agreement, (ii) the Registration Rights Agreement and (iii) all other
agreements, documents, certificates or other instruments delivered by the
Company contemporaneously herewith (the instruments described in (i), (ii) and
(iii) being collectively referred to herein as the "Transaction Documents"), to
execute and perform its obligations under the Certificate of Designation, to
issue and sell the Preferred Shares to such Purchaser in accordance with the
terms hereof, and to issue the Conversion Shares upon conversion of the
Preferred Shares in accordance with the Certificate of Designation. All
corporate action on the part of the Company by its officers, directors and
stockholders necessary for (A) the authorization, execution and delivery of, and
the performance by the Company of its obligations under, the Transaction
Documents and (B) the authorization, execution and filing of, and the
performance by the Company of its obligations under, the Certificate of
Designation has been taken, and no further consent or authorization of the
Company, its Board of Directors, its stockholders, any governmental agency or
organization (other than such approval as may be required under the Securities
Act and applicable state securities laws in respect of the Registration Rights
Agreement), or any other person or entity is required (pursuant to any rule of
the National Association of Securities Dealers, Inc., other than with respect to
the listing of the Conversion Shares and/or the Preferred Shares on the Nasdaq
National Market System, or otherwise).
3.3 Enforcement. The Transaction Documents and the Certificate of
Designation constitute valid and legally binding obligations of the Company,
enforceable in accordance with their respective terms, except as such
enforcement may be limited by (i) applicable bankruptcy, insolvency,
reorganization or other laws of general application relating to or affecting the
enforcement of creditors' rights generally, (ii) general principles of equity
and (iii) as to indemnification under the Securities Act or Exchange Act,
principles of public policy.
3.4 Disclosure Documents; Agreements; Financial Statements; Other
Information. The Company has filed with the Commission: (i) the Company's Annual
Report on Form 10-K for the year ended December 31, 2001, (ii) Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002, (iii) all
Current Reports on Form 8-K required to be filed with the Commission since
December 31, 2001 and (iv) the Company's definitive Proxy Statement for its 2002
Annual Meeting of Stockholders (collectively, the "Disclosure Documents"). Each
Disclosure Document, as of the date of the filing thereof with the Commission,
conformed in all material respects to the requirements of the Exchange Act, and
the rules and regulations thereunder and, as of the date of such filing, such
Disclosure Document did not contain an untrue statement of material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. As of their respective dates, the financial statements of the
Company included in the Disclosure Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the Commission with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles
consistently applied at the times and during the periods involved (except (i) as
may be otherwise indicated in such financial statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end adjustments).
4
3.5 Valid Issuance. The Preferred Shares are duly authorized and, when
issued, sold and delivered in accordance with the terms hereof, (i) will be duly
and validly issued, fully paid and nonassessable, free and clear of any taxes,
liens, claims, preemptive or similar rights or encumbrances imposed by or
through the Company, (ii) based in part upon the representations of such
Purchaser in this Agreement, will be issued, sold and delivered in compliance
with all applicable Federal and state securities laws and (iii) will be entitled
to all of the rights, preferences and privileges set forth in the Certificate of
Designation. The Conversion Shares are duly authorized and reserved for issuance
and, when issued upon conversion of the Preferred Shares in accordance with the
terms of the Certificate of Designation, will be duly and validly issued, fully
paid and nonassessable, free and clear of any taxes, liens, claims, preemptive
or similar rights or encumbrances imposed by or through the Company.
3.6 No Conflict with Other Instruments. Neither the Company nor any of
its subsidiaries is in violation of any provisions of its charter, bylaws or any
other governing document as amended and in effect on and as of the date hereof
or in default (and no event has occurred which, with notice or lapse of time or
both, would constitute a default) under any provision of any instrument or
contract to which it is a party or by which it is bound, or of any provision of
any Federal or state judgment, writ, decree, order, statute, rule or
governmental regulation applicable to the Company, which would have a material
adverse effect on the consolidated business or financial condition of the
Company and its subsidiaries taken as a whole. The (i) execution, delivery and
performance of this Agreement and the other Transaction Documents, (ii)
execution and filing of the Certificate of Designation, and (iii) consummation
of the transactions contemplated hereby and thereby (including without
limitation, the issuance of the Preferred Shares, and the reservation for
issuance and issuance of the Conversion Shares) will not result in any such
violation or be in conflict with or constitute, with or without the passage of
time and giving of notice, either a default under any such provision, instrument
or contract or an event which results in the creation of any lien, charge or
encumbrance upon any assets of the Company or of any of its subsidiaries, which
violation, conflict, default, lien, charge or encumbrance would have a material
adverse affect on the consolidated business or financial condition of the
Company and its subsidiaries taken as a whole, or the triggering of any
preemptive or anti-dilution rights or rights of first refusal or first offer on
the part of holders of the Company's securities.
4. COVENANTS OF THE COMPANY.
4.1 Corporate Existence. The Company shall, so long as any Purchaser or
any affiliate of such Purchaser beneficially owns any Securities, maintain its
corporate existence in good standing and shall pay all taxes owed by it when due
except for taxes which the Company reasonably disputes or as to which the
failure to pay could not reasonably be expected to have a material adverse
effect on the consolidated business or financial condition of the Company and
its subsidiaries taken as a whole.
4.2 Provision of Information. Upon written request, the Company shall
provide each Purchaser with copies of its annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and proxy statements and other
materials sent to stockholders, in each such case promptly after the filing
thereof with the Commission, until the conversion or redemption of all of the
Preferred Shares held by such Purchaser.
4.3 Form D; Blue-Sky Qualification. The Company agrees to file a Form D
with respect to the Securities as required under Regulation D. The Company
shall, on or before the
5
Closing, take such action as is necessary to qualify the Preferred Shares for
sale under applicable state or "blue-sky" laws or obtain an exemption therefrom.
4.4 Reporting Status. As long as any Purchaser or any affiliate of such
Purchaser beneficially owns any Securities and until the date on which any of
the foregoing may be sold to the public pursuant to Rule 144(k) (or any
successor rule or regulation), (i) the Company shall timely file with the
Commission all reports required to be so filed pursuant to the Exchange Act and
(ii) the Company shall not terminate its status as an issuer required by the
Exchange Act to file reports thereunder even if the Exchange Act or the rules or
regulations thereunder would permit such termination.
4.5 Reservation of Common Stock. The Company shall at all times have
authorized and reserved for issuance, free from any preemptive rights, solely
for the purpose of effecting conversions of the Preferred Shares hereunder, such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all of the Preferred Shares in full.
4.6 Use of Proceeds. The Company shall use the proceeds from the sale
of the Preferred Shares for general corporate purposes only, in the ordinary
course of its business and consistent with past practice and shall not use such
proceeds to make a loan to any employee, officer or director of the Company or
to repurchase or pay a dividend on shares of Common Stock.
4.7 Quotation on Nasdaq. The Company shall (i) promptly following the
Final Closing, take such action as may be necessary to include the Conversion
Shares on the Nasdaq National Market System, and (ii) use its best efforts to
maintain the designation and quotation, or listing, of the Common Stock on the
Nasdaq National Market System, the Nasdaq Small Cap Market, the New York Stock
Exchange or the American Stock Exchange. The Company shall also
contemporaneously with the qualification, designation and listing of the
Conversion Shares seek to have the Preferred Shares listed on the Nasdaq
National Market System, subject to the Preferred Shares meeting the listing
requirements of the Nasdaq National Market System. If such Preferred Shares are
listed, the Company shall use its best efforts to maintain the designation and
quotation so long as the Preferred Shares are determined to meet any such
quotation or listing requirements.
5. MISCELLANEOUS.
5.1 Survival; Severability. The representations, warranties, covenants
and indemnities made by the parties herein shall survive the closing of this
Agreement notwithstanding any due diligence investigation made by or on behalf
of the party seeking to rely thereon, provided that the representations and
warranties contained herein shall survive for two (2) years following the date
of this Agreement. In the event that any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision; provided that in such case the parties shall negotiate in good faith
to replace such provision with a new provision which is not illegal,
unenforceable or void, as long as such new provision does not materially change
the economic benefits of this Agreement to the parties.
5.2 Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their
respective successors and permitted assigns any rights, remedies,
6
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement. The Purchaser may assign its rights and
obligations hereunder, in connection with any private sale or transfer of the
Preferred Shares in accordance with the terms hereof, as long as, as a condition
precedent to such transfer, the transferee executes an acknowledgment agreeing
to be bound by the applicable provisions of this Agreement, in which case the
term "Purchaser" shall be deemed to refer to such transferee as though such
transferee were an original signatory hereto. The Company may not assign it
rights or obligations under this Agreement.
5.3 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser hereunder are several and not joint with the
obligations of the other Purchasers hereunder, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. Nothing contained herein or in any other agreement or
document delivered herewith, and no action taken by any Purchaser pursuant
hereto or thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Agreement.
Each Purchaser shall be entitled to protect and enforce its rights, including
without limitation the rights arising out of the Certificate of Designation,
this Agreement or the other Transaction Documents, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding
for such purpose.
5.4 No Reliance; Representations by Purchasers. Each party acknowledges
that (i) it has such knowledge in business and financial matters as to be fully
capable of evaluating this Agreement, the other Transaction Documents and the
transactions contemplated hereby and thereby, (ii) it is not relying on any
advice or representation of the other party in connection with entering into
this Agreement, the other Transaction Documents or such transactions (other than
the representations made in this Agreement or the other Transaction Documents),
(iii) it has not received from such party any assurance or guarantee as to the
merits (whether legal, regulatory, tax, financial or otherwise) of entering into
this Agreement or the other Transaction Documents or the performance of its
obligations hereunder and thereunder, and (iv) it has consulted with its own
legal, regulatory, tax, business, investment, financial and accounting advisors
to the extent that it has deemed necessary, and has entered into this Agreement
and the other Transaction Documents based on its own independent judgment and on
the advice of its advisors as it has deemed necessary, and not on any view
(whether written or oral) expressed by such party.
5.5 Injunctive Relief. The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to each Purchaser and that
the remedy or remedies at law for any such breach will be inadequate and agrees,
in the event of any such breach, in addition to all other available remedies, to
an injunction restraining any breach and requiring immediate and specific
performance of such obligations without the necessity of showing economic loss.
5.6 Governing Law; Jurisdiction. This Agreement shall be governed by
and construed under the laws of the State of Texas without regard to the
conflict of laws provisions thereof. Each party hereby irrevocably submits to
the non-exclusive jurisdiction of the state and Federal courts sitting in the
City of Dallas, Dallas County, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.
7
5.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
5.8 Headings. The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.
5.9 Notices. Any notice, demand or request required or permitted to be
given by any party to any other party pursuant to the terms of this Agreement
shall be in writing and shall be deemed given (i) when delivered personally or
by verifiable facsimile transmission (with an original to follow) on or before
5:00 p.m., central time, on a business day or, if such day is not a business
day, on the next succeeding business day, (ii) on the next business day after
timely delivery to a nationally-recognized overnight courier and (iii) on the
third business day after deposit in the U.S. mail (certified or registered mail,
return receipt requested, postage prepaid), addressed to the parties as follows:
If to the Company:
Toreador Resources Corporation
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn.: Chief Executive Officer
Fax: 000-000-0000
with a copy to:
Xxxxxx and Xxxxx, LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
and if to any Purchaser, to such address for such Purchaser as shall appear on
the signature page hereof executed by such Purchaser, or as shall be designated
by such Purchaser in writing to the Company.
5.10 Expenses. The Company and each Purchaser shall pay all costs and
expenses that it incurs in connection with the negotiation, execution, delivery
and performance of this Agreement.
5.11 Entire Agreement; Amendments. This Agreement and the other
Transaction Documents constitute the entire agreement between the parties with
regard to the subject matter hereof and thereof, superseding all prior
agreements or understandings, whether written or oral, between or among the
parties. Except as expressly provided herein, neither this Agreement nor any
term hereof may be amended except pursuant to a written instrument executed by
the Company and the holders of at least two-thirds (2/3) of the Preferred Shares
then outstanding, and no provision hereof may be waived other than by a written
instrument signed by the party against whom enforcement of any such waiver is
sought.
8
SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
PURCHASER NAME: Xxxxxxx X. Xxxxxx
-----------------------------
By: /s/ Xxxxxxx X. Xxxxxx Dated October 25, 2002
------------------------------------ ---
Name: Xxxxxxx X. Xxxxxx
Title:
ADDRESS:
------------------------------------
------------------------------------
Tel:
--------------------------------
Fax:
--------------------------------
Dollar Amount of Series A-1 Preferred Stock to be Purchased: $250,000
-----------
Accepted this 1st day of November, 2002.
TOREADOR RESOURCES CORPORATION
By: /s/ G. Xxxxxx Xxxxxx III
--------------------------------------------
Name: G. Xxxxxx Xxxxxx III
Title: President and Chief Executive Officer
9
SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
PURCHASER NAME: Xxxxxxx and Xxxxxxx Xxxxxx 1992 Trust
---------------------------------------
By: /s/ Xxxxxxx X. Xxxxxx Dated October 25, 2002
------------------------------------ ---
Name: Xxxxxxx X. Xxxxxx
Title: Trustee
ADDRESS:
------------------------------------
------------------------------------
Tel:
--------------------------------
Fax:
--------------------------------
Dollar Amount of Series A-1 Preferred Stock to be Purchased: $250,000
-----------
Accepted this 1st day of November, 2002.
TOREADOR RESOURCES CORPORATION
By: /s/ G. Xxxxxx Xxxxxx III
--------------------------------------------
Name: G. Xxxxxx Xxxxxx III
Title: President and Chief Executive Officer
10
SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
PURCHASER NAME: Xxxxxxx X. Xxx
-----------------------------
By: /s/ Xxxxxxx X. Xxx Dated October 29, 2002
------------------------------------ ---
Name: Xxxxxxx X. Xxx
Title:
ADDRESS:
0000 Xxxx Xxx
------------------------------------
Xxxxxx, Xxxxx 00000
------------------------------------
Tel:
--------------------------------
Fax:
--------------------------------
Dollar Amount of Series A-1 Preferred Stock to be Purchased: $250,000
-----------
Accepted this 1st day of November, 2002.
TOREADOR RESOURCES CORPORATION
By: /s/ G. Xxxxxx Xxxxxx III
--------------------------------------------
Name: G. Xxxxxx Xxxxxx III
Title: President and Chief Executive Officer
11
SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
PURCHASER NAME: Xxxx Xxxx XxXxxxxxxx
-----------------------------
By: /s/ Xxxx Xxxx XxXxxxxxxx Dated October 29, 2002
------------------------------------ ---
Name: Xxxx Xxxx XxXxxxxxxx
Title:
ADDRESS:
0000 Xxxxxxxx Xxx, #000
------------------------------------
Xxx Xxxxxx, Xxxxx 00000
------------------------------------
Tel: 000-000-0000
--------------------------------
Fax: 000-000-0000
--------------------------------
Dollar Amount of Series A-1 Preferred Stock to be Purchased: $150,000
-----------
Accepted this 1st day of November, 2002.
TOREADOR RESOURCES CORPORATION
By: /s/ G. Xxxxxx Xxxxxx III
--------------------------------------------
Name: G. Xxxxxx Xxxxxx III
Title: President and Chief Executive Officer
12
SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
PURCHASER NAME: X. X. Xxxxxxx, Xx.
-----------------------------
By: /s/ X. X. Xxxxxxx, Xx. Dated October 28, 2002
------------------------------------ ---
Name: X. X. Xxxxxxx, Xx.
Title:
ADDRESS:
390 CR 1526
------------------------------------
Xxxxxx, Xxxxx 00000
------------------------------------
Tel: (000) 000-0000
--------------------------------
Fax: (000) 000-0000
--------------------------------
Dollar Amount of Series A-1 Preferred Stock to be Purchased: $25,000
----------
Accepted this 1st day of November, 2002.
TOREADOR RESOURCES CORPORATION
By: /s/ G. Xxxxxx Xxxxxx III
--------------------------------------------
Name: G. Xxxxxx Xxxxxx III
Title: President and Chief Executive Officer
13
SCHEDULE OF PURCHASERS
PURCHASE PRICE OF
PURCHASER NAME ADDRESS SERIES A-1 PREFERRED STOCK
-------------- ------- --------------------------
Xxxxxxx X. Xxxxxx 0 Xxxxx Xxxxx $250,000
Xxxxxx, XX 00000
Xxxxxxx and Xxxxxxx Xxxxxx 0 Xxxxx Xxxxx $250,000
0000 Xxxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxx 0000 Xxxx Xxx. x000,000
Xxxxxx, XX 00000
Xxxx Xxxx XxXxxxxxxx 0000 Xxxxxxxx Xxx x000,000
#000
Xxx Xxxxxx, XX 00000
X.X. Xxxxxxx, Xx. 000 XX 0000 $ 25,000
Xxxxxx, XX 00000
