SUBSCRIPTION AGREEMENTSubscription Agreement • July 14th, 2009 • Tor Minerals International Inc • Industrial inorganic chemicals • Texas
The undersigned (the "Subscriber") understands that TOR Minerals International, Inc., a Delaware corporation (the "Company"), in connection with the proposed extension and refinancing of its credit arrangements with Bank of America, N.A. (the "Bank") described in Section 6(b)(iii) below, is offering for sale units (the "Units"), each consisting of an aggregate principal amount of $25,000 of its 6% Convertible Subordination Debentures due May 4, 2016 (the "Debentures").
SUBSCRIPTION AGREEMENTSubscription Agreement • July 14th, 2009 • Tor Minerals International Inc • Industrial inorganic chemicals • Texas
This Subscription Agreement ("Agreement") is executed in reliance upon the transaction exemption afforded by Regulation D ("Regulation D") promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Act").
WARRANT AGREEMENTWarrant Agreement • July 14th, 2009 • Tor Minerals International Inc • Industrial inorganic chemicals • Texas
THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD IN CONTRAVENTION OF THE ACT, OR APPLICABLE STATE LAWS OR THE RESTRICTIONS CONTAINED IN THIS WARRANT AGREEMENT.
JOINT FILING AGREEMENTJoint Filing Agreement • July 14th, 2009 • Tor Minerals International Inc • Industrial inorganic chemicals
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of TOR Minerals International, Inc. and further agree that this Joint Filing Agreement (the "Agreement") be included as an exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this July 13, 2009. The Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such parts taken together will constitute a part of this Agreement.
