SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) dated and accepted as of the date set forth on the signature
page hereof, by and among Toreador Resources Corporation, a Delaware corporation (the “ Company ”), and each of the
persons listed on the Schedule of Purchasers attached hereto. Such entities or persons are each referred to herein as a “
Purchaser ” and, collectively, as the “ Purchasers ”.
The Company wishes to sell to each Purchaser, and each Purchaser wishes to buy, on the terms and subject to the
conditions set forth in this Agreement, shares (the “ Preferred Shares ”) of the Company’s Series A-1 Convertible Preferred
Stock, par value $1.00 per share (the “ Preferred Stock ”). The Preferred Shares are convertible pursuant to the terms of a
Certificate of Designation relating to the Preferred Stock, the form of which is attached hereto as Exhibit A (the “ Certificate of
Designation ”) into shares (the “ Conversion Shares ”) of the Company’s Common Stock, par value $0.15625 per share (the “
Common Stock ”). Dividends on the Preferred Shares are payable, subject to the terms and conditions of the Certificate of
Designation, in cash. The Preferred Shares and the Conversion Shares are collectively referred to herein as the “ Securities ”.
The sale of the Preferred Shares by the Company to the Purchasers will be effected in reliance upon the exemption from
securities registration afforded by the provisions of Regulation D (“ Regulation D ”), as promulgated by the Securities and
Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”).
The Company and the Purchasers hereby agree as follows:
1. PURCHASE AND SALE OF PREFERRED SHARES .
1.1 Agreement to Purchase and Sell . Upon the terms set forth herein, the Company agrees to sell and each Purchaser
agrees to purchase the number of Preferred Shares set forth below such Purchaser’s name on the