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EXHIBIT 4.5
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is entered into
as of the date of closing of the transactions contemplated in that Stock
Purchase and Affiliation Agreement by and among Toreador Royalty Corporation, a
Delaware corporation (the "COMPANY"), and the other parties listed on the
signature page attached hereto (together with their permitted successors and
assigns, the "HOLDERS"). In consideration of the mutual promises herein
contained, and other consideration, the receipt and adequacy of which hereby is
acknowledged, the parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, the following
terms shall have the following respective meanings:
1.1 "COMMON STOCK" means the common stock of the Company,
$0.15625 par value per share.
1.2 "EXCHANGE ACT" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder, all as the same shall be in effect at that time.
1.3 The terms "REGISTER," "REGISTERED" and "REGISTRATION"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act (as defined below), and the
declaration or ordering of the effectiveness of such registration statement.
1.4 "REGISTRABLE SECURITIES" means (i) the shares of Common
Stock issued to the Holder, and (ii) any other shares of Common Stock issued as
(or issuable upon conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to or in
exchange for or replacement of the Common Stock issued to the Holder pursuant to
the above-referenced Stock Purchase and Affiliation Agreement, excluding in all
cases, however, any shares of Common Stock sold by a person in a transaction in
which a Holder's registration rights under this Agreement are not assigned
pursuant to Section 9.1 hereof; provided, however, that shares of Common Stock
shall only be treated as Registrable Securities if and so long as they have not
been (A) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction or (B) sold in the opinion of
counsel to the Company in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act under Section 4(1)
thereof so that all transfer restrictions and restrictive legends with respect
thereto are removed upon the consummation of such sale.
1.5 "REGISTRATION EXPENSES" shall mean all expenses
(excluding underwriting discounts and selling commissions) incurred in
connection with a registration under Section 3 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, blue sky fees and expenses, and the
reasonable fees and expenses of one special counsel, not to exceed $10,000, for
all selling Holders.
1.6 "SECURITIES ACT" shall mean the Securities Act of 1933,
as amended, and the rules and regulations of the SEC promulgated thereunder, all
as the same shall be in effect at the time.
1.7 "SEC" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
2. Restrictive Legend. Each certificate representing (i) shares of
the Company's Common Stock issued upon to the Holder and (ii) any other
securities issued in respect of the Common Stock issued upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar event, shall
(unless otherwise permitted or unless the securities evidenced by such
certificate shall have been registered under the Securities Act) be stamped or
otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable law):
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR
OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
ACT.
Upon request of a holder of such a certificate, the Company shall
remove the foregoing and any other restrictive legend from the certificate or
issue to such holder a new certificate therefor free of any such legends, if,
with such request, the Company shall have received either (i) a written opinion
of legal counsel to the holder who shall be reasonably satisfactory to the
Company, addressed to the Company and reasonably satisfactory in form and
substance to the Company's counsel, to the effect that the proposed transfer of
the shares may be effected without registration under the Securities Act or (ii)
a "no-action" letter from the SEC to the effect that the distribution of such
securities without registration will not result in a recommendation by the staff
of the SEC that action be taken with respect thereto, unless any such legend may
be removed pursuant to Rule 144(k), in which case no such legal opinion or
"no-action" letter shall be required and, in which case, such legend shall be
removed and a new certificate issued within five (5) business days of the
Company's receipt of request by a holder.
3. Company Registration.
3.1 Piggyback. If the Company shall determine to register
any of its equity securities, either for its own account or for the account of a
security holder or holders (other than a registration relating solely to
employee benefit plans, a registration relating solely to a Rule 145
transaction, a registration with respect to an offering of securities solely to
the Company's existing stockholders, or a registration on any registration form
which does not permit secondary sales or does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities), the Company will:
(a) promptly give the Holders written notice thereof;
(b) include in such registration, and in any
underwriting involved therein, all of the Registrable Securities
specified in a written request or requests made by any Holder within
fifteen (15) days after receipt of the written notice from the
Company described in clause (a) above, except as set forth in Section
3.2 below. Such written request may specify all or a part of the
Holder's Registrable Securities.
Notwithstanding anything herein to the contrary, a Holder shall have
no rights under this Section 3.1 during the period that any Registration under
Section 3.3 hereof is in effect.
3.2 Underwriting. If the registration of which the Company
gives notice is for a registered public offering involving underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 3.1. In such an event, the right of the Holders to
registration pursuant to Section 3.1 shall be conditioned upon their
participation in the underwriting and the inclusion of their Registrable
Securities in such underwriting to the extent provided herein. The Holders
wishing to include Registrable Securities in the registration and underwriting
shall (together with the Company and the other stockholders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with a nationally recognized underwriter selected for
underwriting by the Company. Notwithstanding any other provision of this Section
3, if the underwriter determines that marketing factors require a limitation on
the number of shares to be underwritten, the underwriter may (subject to the
allocation priority set forth below) exclude from such registration and
underwriting up to all of the Registrable Securities which would otherwise be
underwritten pursuant hereto. The Company shall so advise all holders of
securities requesting registration, and the number of shares of securities that
are entitled to be included in the registration and underwriting by persons
other than the Company shall be allocated in the following priority: first,
among the Holders as to their Registrable Securities; and second, among all
other stockholders in proportion, as nearly as practicable, to the respective
amounts of securities which they had requested to be included in such
registration at the time of filing the registration statement. If any Holder or
other stockholder disapproves of the terms of any such underwriting, he may
elect to withdraw therefrom by written notice to the
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Company and the underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.
3.3 Shelf. Upon the earlier of (i) 45 days from the Closing
Date or (ii) promptly after such date following the Closing Date on which the
Company shall be eligible to register securities under Form S-3 under the
Securities Act, the Company shall prepare and file with the SEC a registration
statement on any SEC form available to the Company ("REGISTRATION") covering the
Registrable Securities. The offering of such Registrable Securities pursuant to
such Registration shall not be in the form of an underwritten offering. The
Company will use its best efforts to cause the Registration to become effective
as promptly as practicable thereafter. The Company's obligations hereunder shall
be subject to and conditioned on each seller of Registrable Securities as to
which the Registration is being effected furnishing to the Company, and
maintaining, such information regarding matters relating to such shareholder's
Registrable Securities as are customary and as the Company may from time to time
reasonably request in writing. The Company may include in the Registration
securities for its own account or for the account of other third parties
(including officers and employees of the Company), in amounts as determined by
the Company's Board of Directors.
3.5 Execution of Documents. No Holder may participate in
any registration pursuant to this Section 3.1 unless such Holder completes and
executes all questionnaires, powers of attorney, indemnities and other documents
reasonably required by the Company or the underwriters.
3.6 Termination of Piggyback Rights. The rights granted
pursuant to Section 3.1 shall terminate with respect to the Holder
(i) Upon a Holder's ability to sell all of his or
its Registrable Securities in a three-month period without
registration pursuant to Rule 144(k) promulgated under the
Securities Act; or
(ii) After the Company has effected three (3)
registrations pursuant to this Section 3 which registration
statements have included the Holder's Registrable
Securities and such registrations have been declared or
ordered effective.
4. Expenses of Registration; Registration Procedures.
4.1 Expenses. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement shall be borne by the Company, provided, however, that the Company
shall not be required to pay any Registration Expenses if, as a result of the
withdrawal of a request for registration by the Holders, the registration
statement does not become effective, unless such withdrawal is caused by a
material adverse change in the business or operations of the Company after such
request for registration. If the Company is not required to pay any Registration
Expenses, then the Holders shall bear such Registration Expenses pro rata on the
basis of the number of each Holder's shares so included in the registration
request.
4.2 Procedures. If and whenever the Company is required to
effect the registration of any Registrable Securities as provided herein, the
Company will, subject to the limitations provided herein, as expeditiously as
possible:
(a) prepare and (as soon thereafter as possible
or in any event no later than sixty (60) days after the end of the
period within which requests for registration may be given to the
Company) file with the SEC the requisite registration statement to
effect such registration and thereafter use its reasonable best
efforts to cause such registration statement to become effective and
remain effective for a period of not less than ninety (90) days or
until all of such Registrable Securities have been disposed of (if
earlier);
(b) if requested, prior to filing a registration
statement or prospectus or any amendment or supplement thereto,
furnish to the Holders requesting registration of Registrable
Securities and each underwriter, if any, of the Registrable
Securities covered by such registration statement copies of such
registration statement or prospectus or any amendment or supplement
thereto as proposed to be filed;
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(c) prepare and file with the SEC such amendments
and supplements to any registration statement and the prospectus used
in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable
Securities covered by such registration statement until such time as
all of such Registrable Securities have been disposed of in
accordance with the intended methods of disposition by the Holders
thereof set forth in such registration statement;
(d) furnish without charge to each Holder of
Registrable Securities covered by such registration statement such
number of conformed copies of such registration statement and of each
such amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus contained in such
registration statement (including each preliminary prospectus and any
summary prospectus) and any other prospectus filed under Rule 424
under the Securities Act, and such other documents, as such Holder
may reasonably request;
(e) use its reasonable best efforts to register
or qualify all Registrable Securities and other securities covered by
such registration statement under such other securities or blue sky
laws of such jurisdictions as any Holder shall reasonably request, to
keep such registration or qualification in effect for so long as such
registration statement remains in effect (provided, however, that the
Company shall not in any event be required to keep such registration
or qualification in effect for a period of more than ninety (90) days
after such registration or qualification becomes effective), and take
any other action which may be reasonably necessary or advisable to
enable any Holder to consummate the disposition in such jurisdictions
of the securities owned by such Holder, except that the Company shall
not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it
would not but for the requirements of this Section 4.2(e) be
obligated to be so qualified or to consent to general service of
process in any such jurisdiction;
(f) use its reasonable best efforts to cause all
Registrable Securities covered by such registration statement to be
registered with or approved by such other United States Federal or
state governmental agencies or authorities as may be necessary to
enable the Holders thereof to consummate the disposition of such
Registrable Securities;
(g) furnish to the underwriters in an
underwritten offering a copy or, upon request, a signed counterpart,
addressed to the underwriters, of:
(i) an opinion of counsel for the
Company (reasonably acceptable to the underwriters), dated
the date of the closing under the underwriting agreement,
and
(ii) a "comfort" letter, dated the
date of the closing under the underwriting agreement,
signed by the independent public accountants who have
audited the Company's financial statements included in such
registration statement,
covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in
the case of the accountants' letter, with respect to events
subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer's counsel and in
accountants' letters delivered to the underwriters in underwritten
public offerings of securities and, in the case of the accountants'
letter, such other financial matters, and, in the case of the legal
opinion, including to the effect that (i) a registration statement
covering Registrable Securities has been filed with the SEC under the
Securities Act and has been made effective by order of the SEC; (ii)
a prospectus meeting the requirements as to form and content of the
Securities Act is available for delivery in connection with the
disposition of the Registrable Securities; (iii) to the best of such
counsel's knowledge, no stop order has been issued by the SEC
suspending the effectiveness of such registration statement; (iv) to
the best of such counsel's knowledge, no proceedings for the issuance
of such a stop order are threatened or contemplated; and (v) such
counsel has no reason to believe that the registration statement and
prospectus, at the time the registration statement became effective,
contained any untrue statement of material fact or omitted to state
any material fact required to be stated therein or necessary in order
to make the statements therein, in light
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of the circumstances under which they were made, not misleading, and
addressing such other legal matters, as the underwriters may
reasonably request;
(h) notify each Holder of Registrable Securities
covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities
Act, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, and at the request of any such Holder, prepare and
furnish to such Holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(i) after the filing of the registration
statement, promptly notify the Holders of any stop order issued or,
to its knowledge, threatened by the SEC and take all reasonable
actions required to prevent the entry of such stop order or to remove
it if entered;
(j) provide and cause to be maintained a transfer
agent for all Registrable Securities covered by such registration
statement from and after a date not later than the effective date of
such registration statement;
(k) use its reasonable best efforts to list all
Registrable Securities covered by such registration statement on any
securities exchange on which any of the Common Stock is then listed;
(l) make reasonably available for inspection by
the Holders requesting registration of Registrable Securities, any
underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other
professional retained by such Holders or underwriter (collectively,
the "INSPECTORS"), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the
"RECORDS") as shall be reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information
reasonably requested by any Inspectors in connection with such
registration statement. Records which the Company determines, in good
faith, to be confidential and which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary to avoid or correct a
misstatement or omission in such registration statement or (ii) the
release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction. Each Holder agrees that
information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any
market transactions in the securities of the Company or its
affiliates unless and until such is made generally available to the
public;
(m) otherwise use its reasonable best efforts to
comply with all applicable rules and regulations of the SEC; and
(n) upon the transfer of any Registrable
Securities by a Holder in connection with a registration hereunder,
furnish unlegended certificates representing ownership of the
Registrable Securities in such denominations as shall be requested by
the Holders or the underwriters.
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5. Indemnification.
5.1 Company. The Company will indemnify the Holders if
Registrable Securities held by the Holders are included in the securities with
respect to which registration, qualification or compliance has been effected
pursuant to this Agreement, and each underwriter, if any, and each person who
controls any underwriter within the meaning of Section 15 of the Securities Act,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus, offering circular or
other document (including any related registration statement) incident to any
such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or any violation by the Company of the
Securities Act including any rule or regulation thereunder applicable to the
Company relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and will reimburse the
Holders, each such underwriter and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending any such claim, loss, damage,
liability or action, provided that the Company will not be liable in any such
case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement (or alleged untrue statement)
or omission (or alleged omission) based upon written information furnished to
the Company by the Holders or underwriter and stated to be specifically for use
therein.
5.2 Holders. Each Holder will, if Registrable Securities or
other securities held by such Holder are included in the securities as to which
such registration, qualification or compliance is being effected, severally but
not jointly, indemnify the Company, each of its directors, officers and agents
and each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company, and such directors,
officers, agents, partners, persons, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with investigating
of defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use therein. In no event shall the aggregate
liability of such Holder for indemnification under this Section 5 exceed the
proceeds received by such Holder from the sale of shares in such offering.
5.3 Procedures. Each party entitled to indemnification
under this Section 5 (the "INDEMNIFIED PARTY") shall give notice to the party
required to provide indemnification (the "INDEMNIFYING PARTY") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this
Agreement, except to the extent that the Indemnified Party is prejudiced
thereby. Each Indemnified Party shall furnish such information regarding itself
or the claim in question as an Indemnifying Party may reasonably request and as
shall be reasonably required in connection with the defense of such claim and
litigation resulting therefrom. An Indemnified Party shall have the right to
retain its own counsel, with the fees and expenses to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding, provided that in no event shall
the Indemnifying Party be required to pay the fees and expenses of more than one
such separate counsel for all Indemnified Parties.
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5.4 Equitable Relief. If the indemnification provided for
in this Section 5 is held by a court of competent jurisdiction to be unavailable
to an Indemnified Party with respect to any losses, claims, damages or
liabilities referred to herein, the Indemnifying Party, in lieu of indemnifying
such Indemnified Party thereunder, shall to the extent permitted by applicable
law contribute to the amount paid or payable by such Indemnified Party as the
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the
allegation(s) that resulted in such loss, claim, damage or liability, as well as
any other relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by a court
of law by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties' relevant intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission; provided, that in no event
shall any contribution by any Holder hereunder exceed the proceeds from the sale
of shares in the offering received by such Holder.
5.5 Survival. The obligations of the Company and the
Holders under this Section 5 shall survive the completion of any offering of
Registrable Securities in a registration statement and the termination of this
Agreement. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the prior written consent of each Indemnified
Party (which consent shall not be unreasonably withheld), consent to the entry
of any judgment or enter into any settlement. Unless waived by the Indemnified
Party, all judgments and settlements must include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release from all liability in respect to such claim or litigation.
6. Rule 144 Reporting. With a view to making available the benefits
of certain rules and regulations of the SEC which may permit the sale of the
Registrable Securities to the public without registration, the Company agrees
to:
(a) Make and keep public information available as those
terms are understood and defined in Rule 144 under the Securities Act;
(b) Use its reasonable best efforts to file with the SEC in
a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act at any time after the Company has become
subject to such reporting requirements; and
(c) So long as the Holders own any Registrable Securities,
furnish to the Holders not more than five (5) business days after request a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144 (at any time from and after ninety (90) days following
the effective date of the first registration statement filed by the Company for
an offering of its securities to the general public), and of the Securities Act
and the Exchange Act (at any time after it has become subject to such reporting
requirements).
7. Standoff Agreement. In connection with any Company underwritten
public offering, if requested by the managing underwriter, the Holders agree not
to sell, agree or contract to sell, make any short sale of, loan, grant any
option or warrant for the purchase of, or otherwise dispose of any Registrable
Securities (other than those included in the public offering, if any) without
the prior written consent of the Company or the underwriters for such period of
time (not to exceed ninety (90) days in the event of any public offering) as may
be requested by the Board of Directors of the Company and the managing
underwriter.
8. Termination of Rights. The provisions of this Agreement, except
the provisions in Section 5 of this Agreement, shall terminate as to any Holder,
upon the date on which all Registrable Securities held by such Holder (and any
affiliate of the Holder with whom such Holder must aggregate its shares under
Rule 144) may be sold pursuant to Rule 144 in any three (3) month period.
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9. Miscellaneous.
9.1 Transfer or Assignment of Registration Rights. The
rights to cause the Company to register the Holders' securities granted by the
Company under Section 3 hereof may be transferred or assigned by the Holders to
such Holders' partners and affiliates of any of the Registrable Securities
("REGISTRATION RIGHTS TRANSFEREE"), provided that the Company is given written
notice by the Holders at the time of said transfer or assignment, stating the
name and address of said Registration Rights Transferee and identifying the
securities with respect to which such registration rights are being transferred
or assigned, and provided further that the Registration Rights Transferee is not
deemed by the Board of Directors of the Company, in its reasonable judgment, to
be a competitor of the Company; and provided further that the Registration
Rights Transferee assumes the obligations of the Holders under this Agreement.
Any purported assignment not in compliance with this Section 9.1 shall be null
and void ab initio.
9.2 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Texas as applied to agreements entered
into solely between residents of and to be performed entirely within such state.
As part of the consideration for value received pursuant to this Agreement, and
regardless of the location of any present or future domicile or principal place
of business of either party, each party hereby irrevocably consents in advance
to the personal jurisdiction of the District Court of Dallas County, Texas, or
the United States District Court for the Northern District of Texas, Dallas
Division, to hear and determine any claims or disputes brought against such
party by the other party and pertaining to this Agreement or to any matter
relating to or arising out of this Agreement.
9.3 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9.4 Titles and Subtitles. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
9.5 Notices, Etc. All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed by
first-class mail, postage prepaid, or otherwise delivered by hand or by
messenger, addressed (a) if to any Holder, at the address set forth on the
signature page attached hereto, or at such other address as such Holder shall
have furnished to the Company and the other Holders in writing, or (b) if to the
Company, at the address of its principal offices set forth on the signature page
of this Agreement, or at such other address as the Company shall have furnished
to the Holders hereto in writing.
9.6 Expenses. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees, expenses
and necessary disbursements in addition to any other relief to which such party
may be entitled.
9.7 Amendments and Waivers. Any term of this Agreement may
be amended with the written consent of the Board of Directors of the Company and
the holders of at least fifty percent (50%) of the outstanding Registrable
Securities. Any amendment or waiver effected in accordance with this Section 9.7
shall be binding upon the Holders, each transferee of the Registrable
Securities, each future holder of all such Registrable Securities, and the
Company.
9.8 Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, portions of such
provisions, or such provisions in their entirety, to the extent necessary, shall
be severed from this Agreement, and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
9.9 Delays or Omissions. No delay or omission to exercise
any right, power or remedy accruing to any party to this Agreement, upon any
breach or default of any other party, shall impair any such right, power or
remedy of such non-breaching party nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any
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waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this Agreement, must be made in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, or by law or otherwise
afforded to the Holders, shall be cumulative and not alternative.
9.10 Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof and any other written or oral agreements
between the parties hereto are expressly canceled. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties
hereto and their respective permitted assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement, and no person who is not a
party to this Agreement may rely on the terms hereof.
9.11 Aggregation of Stock. All Registrable Securities held
or acquired by affiliated entities or persons shall be aggregated for the
purposes of determining the availability of any right under this Agreement.
[Remainder of Page Intentionally Left Blank]
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<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the Effective Date.
COMPANY:
TOREADOR ROYALTY CORPORATION
By: /s/ G. THOMAS GRAVES III
Name: G. Thomas Graves III
Title: President and Chief Executive Officer
HOLDERS:
/s/ WILLIAM W. BRITAIN
------------------------------------------------
Print Name: William W. Britain
Address: 7201 I-40 West, Suite 319
Amarillo, Texas 79106
/s/ JIM J. BREWER
------------------------------------------------
Print Name: Jim J. Brewer
Address: 7201 I-40 West, Suite 319
Amarillo, Texas 79106
/s/ DOUG FERGUSON
------------------------------------------------
Print Name: Doug Ferguson
Address: P.O. Box 45
Palestine, Texas 75802
/s/ CYNTHIA FERGUSON
------------------------------------------------
Print Name: Cynthia Ferguson
Address: 3970 N. Story Road, Apt. 1536
Irving, Texas 75038
/s/ DALE ALEXANDER SMITH
------------------------------------------------
Print Name: Dale Alexander Smith
Address: P.O. Box 15305
Amarillo, Texas 79105
/s/ ALLEN CURRIE SMITH, JR.
------------------------------------------------
Print Name: Allen Currie Smith, Jr.
Address: 1505 S. Austin
Amarillo, Texas 79102
/s/ JIM FERGUSON
------------------------------------------------
Print Name: Jim Ferguson
Address: 7201 I-40 West, Suite 319
Amarillo, Texas 79106
/s/ PETER G. FAGAN, M.D.
------------------------------------------------
Print Name: Peter G. Fagan, M.D.
Address: P. O. Box 488
DeLeon, Texas 76444
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/s/ DUDLEY R. STANLEY
------------------------------------------------
Print Name: Dudley R. Stanley
Address: P.O. Box 7586
Amarillo, Texas 79114
/s/ A. C. SMITH
------------------------------------------------
Print Name: A. C. Smith
Address: 3602 S. Washington
Amarillo, Texas 79110
/s/ ELLEN S. BIVINS
------------------------------------------------
Print Name: Ellen S. Bivins
Address: 3602 S. Washington
Amarillo, Texas 79110
/s/ JOHN G. O'BRIEN
------------------------------------------------
Print Name: John G. O'Brien
Address: 800 S. Monroe
Amarillo, Texas 79101
/s/ FAY MOORE
------------------------------------------------
Print Name: Fay Moore
Address: 800 S. Monroe
Amarillo, Texas 79101
/s/ TEEL BIVINS
------------------------------------------------
Print Name: Teel Bivins
Address: P.O. Box 15305
Amarillo, Texas 79105
/s/ MARK BIVINS
------------------------------------------------
Print Name: Mark Bivins
Address: P.O. Box 708
Amarillo, Texas 79105
/s/ TOM BIVINS
------------------------------------------------
Print Name: Tom Bivins
Address: P.O. Box 15305
Amarillo, Texas 79105
/s/ DUSTY SANDERSON
------------------------------------------------
Print Name: Dusty Sanderson
Address: 6405 Kingsbury
Amarillo, Texas 79109
11
