REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 29th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • New York
Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
AMENDMENT NO. 3 TO RIGHTS AGREEMENT OF TXCO RESOURCES INC. (F/K/A THE EXPLORATION COMPANY OF DELAWARE, INC.) A Delaware corporationRights Agreement • February 29th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • Delaware
This Amendment No. 3 to Rights Agreement (the “Amendment”) is made and entered into as of the ___ day of March, 2008, by and between TXCO Resources Inc. (f/k/a The Exploration Company of Delaware, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”). This Amendment is intended to modify the Rights Agreement, dated June 29, 2000, between the Company and Fleet National Bank, as Rights Agent (the “Rights Agreement”). American Stock Transfer & Trust Company has succeeded to the rights and obligations of Fleet National Bank as Rights Agent under the Rights Agreement. Defined terms not otherwise defined in this Amendment shall have the meanings given to them in the Rights Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 29th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 28, 2008, by and among TXCO Resources Inc., a Delaware corporation, with headquarters located at 777 E. Sonterra Blvd., Suite 350, San Antonio, Texas 78258 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
To: TXCO Resources, Inc.Lower Call Option Transaction • February 29th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas
This Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. The parties may agree to negotiate an agreement in the form of the ISDA Form. Until any such time, this Confirmation, together with all other documents referring to the ISDA Form (each a “Confirmation”) confirming Transactions entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement in such form (but without any election in the Schedule) on the Trade Date of the first such Transaction between us. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”) as if Party A and Party B had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation, it bein
