NEITHER THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR
RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.
TOREADOR RESOURCES
CORPORATION
Warrant
To Purchase Common Stock
Warrant No.:
038
Number of Shares: 12,772
March 23, 2007 (“ Issuance Date
”)
Toreador
Resources Corporation, a Delaware corporation (the “
Company ”), hereby certifies that, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, OLD LANE US MASTER FUND, LP, the registered
holder hereof or its permitted assigns (the “ Holder
”), is entitled, subject to the terms set forth below, to
purchase from the Company, at the Exercise Price (as defined below)
then in effect, upon surrender of this Warrant to Purchase Common
Stock (including any Warrants to Purchase Common Stock issued in
exchange, transfer or replacement hereof, the “
Warrant ”), at any time or times on or after the date
hereof, but not after 11:59 p.m., New York time, on the
Expiration Date (as defined below), Twelve Thousand Seven Hundred
Seventy Two (12,772) fully paid nonassessable shares of Common
Stock (as defined below) (the “ Warrant Shares
”). To the extent any holder of SPA Warrants (as defined
below) has not exercised its SPA Warrants in full (such unexercised
number of Warrant Shares, collectively, the “ Remaining
Shares ”) on or prior to 11:59 p.m., New York time,
on the Expiration Date, the number of Warrant Shares for which the
SPA Warrants of each other holder of SPA Warrants who has exercised
its SPA Warrants in full on such date (the “ Fully
Exercised Holders ”) shall be increased by such Fully
Exercised Holder’s pro rata portion of the Remaining Shares
and the Expiration Date of the SPA Warrants held by the Fully
Exercised Holders shall be extended by five Trading Days (as
defined in the Securities Purchase Agreement). Except as otherwise
defined herein, capitalized terms in this Warrant shall have the
meanings set forth in Section 12. This Warrant is one of the
Warrants to purchase Common Stock (the “ SPA Warrants
”) issued pursuant to Section 1 of that certain
Securities Purchase Agreement, dated as of March 21, 2007 (the
“ Subscription Date ”),
by and among
the Company and the investors (the “ Buyers ”)
referred to therein (the “ Securities Purchase
Agreement ”).
(a)
Mechanics of Exercise . Subject to the terms and conditions
hereof, this Warrant may be exercised by the Holder on any day on
or after the date hereof, in whole or in part, by (i) delivery of a
written notice, in the form attached hereto as
Exhibit A (the “ Exercise Notice ”),
of the Holder’s election to exercise this Warrant and
(ii) payment to the Company of an amount equal to the
applicable Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the “
Aggregate Exercise Price ”) in cash or by wire
transfer of immediately available funds. The Holder shall not be
required to deliver the original Warrant in order to effect an
exercise hereunder. Execution and delivery of the Exercise Notice
with respect to less than all of the Warrant Shares shall have the
same effect as cancellation of the original Warrant and issuance of
a new Warrant evidencing the right to purchase the remaining number
of Warrant Shares. On or before the first (1
st ) Business Day following the date on which the
Company has received each of the Exercise Notice and the Aggregate
Exercise Price (the “ Exercise Delivery Documents
”), the Company shall transmit by facsimile an acknowledgment
of confirmation of receipt of the Exercise Delivery Documents to
the Holder and the Company’s transfer agent (the “
Transfer Agent ”). On or before the third (3
rd ) Business Day following the date on which the
Company has received all of the Exercise Delivery Documents (the
“ Share Delivery Date ”), the Company shall
issue and dispatch by overnight courier to the address as specified
in the Exercise Notice, a certificate, registered in the
Company’s share register in the name of the Holder or its
designee, for the number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise. Upon delivery of the
Exercise Notice and Aggregate Exercise Price referred to in clause
(ii) above, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the certificates evidencing such Warrant
Shares. If this Warrant is submitted in connection with any
exercise pursuant to this Section 1(a) and the number of Warrant
Shares represented by this Warrant submitted for exercise is
greater than the number of Warrant Shares being acquired upon an
exercise, then the Company shall as soon as practicable and in no
event later than three Business Days after any exercise and at its
own expense, issue a new Warrant (in accordance with
Section 5(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to
which this Warrant is exercised. No fractional shares of Common
Stock are to be issued upon the exercise of this Warrant, but
rather the number of shares of Common Stock to be issued shall be
rounded up to the nearest whole number. The Company shall pay any
and all taxes which may be payable with respect to the issuance and
delivery of Warrant Shares upon exercise of this
Warrant.
(b)
Exercise Price . For purposes of this Warrant, “
Exercise Price ” means $16.60, subject to adjustment
as provided herein.
(c)
Disputes . In the case of a dispute as to the determination
of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly
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issue to the
Holder the number of Warrant Shares that are not disputed and
resolve such dispute in accordance with Section 9(p) of the
Securities Purchase Agreement.
2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES .
The Exercise Price and the number of Warrant Shares shall be
adjusted from time to time as follows:
(a)
Adjustment upon Subdivision or Combination of Common Stock .
If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately
increased. If the Company at any time on or after the Subscription
Date combines (by combination, reverse stock split or otherwise)
one or more classes of its outstanding shares of Common Stock into
a smaller number of shares, the Exercise Price in effect
immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(a) shall become
effective at the close of business on the date the subdivision or
combination becomes effective.
3.
NONCIRCUMVENTION . The Company hereby covenants and agrees
that the Company will not, by amendment of its Certificate of
Incorporation, Bylaws or through any reorganization, transfer of
assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms
of this Warrant, and will at all times in good faith carry out all
the provisions of this Warrant and take all action as may be
required to protect the rights of the Holder. Without limiting the
generality of the foregoing, the Company (i) shall not
increase the par value of any shares of Common Stock receivable
upon the exercise of this Warrant above the Exercise Price then in
effect, (ii) shall take all such actions as may be necessary
or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant, and (iii) shall, so long as any of
the SPA Warrants are outstanding, take all action necessary to
reserve and keep available out of its authorized and unissued
shares of Common Stock, solely for the purpose of effecting the
exercise of the SPA
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