SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 4, 2006, by and among Touchstone Resources USA Inc., a Delaware corporation, with headquarters located at 1600 Smith Street, Suite 5100, Houston, Texas 77002 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
TOUCHSTONE RESOURCES USA, INC. March ___, 2006Touchstone Resources • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York
In connection with the issuance of the Common Stock, par value $0.001 per share, of the Company (each a “Security” and collectively, the “Securities”) pursuant to the Securities Purchase Agreement entered by and among the Company and the investors named on the Schedule of Buyers attached thereto (the “Buyers”), on March ___, 2006 (the “Securities Purchase Agreement”), the undersigned agrees that, commencing on the date hereof and during the period specified below (the “Lock-Up Period"), the undersigned will not offer, sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any share
VOTING AGREEMENTVoting Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York
VOTING AGREEMENT, dated as of March ___, 2006 (this “Agreement”), by and among Touchstone Resources USA, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto under the heading “Stockholders” (each a “Stockholder” and collectively, the “Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2006, by and among Touchstone Resources USA, Inc., a Delaware corporation, with headquarters located at 1600 Smith Street, Suite 5100, Houston, Texas 77002 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
