CERTIFICATE OF OWNERSHIP AND MERGER
TOREADOR RESOURCES CORPORATION
TOREADOR ROYALTY CORPORATION
Toreador Royalty Corporation, a corporation organized and existing under the laws of Delaware, does hereby certify as
FIRST: Toreador Royalty Corporation was incorporated on the 16th day of July, 1951, pursuant to the General Corporation
Law of the State of Delaware.
SECOND: Toreador Royalty Corporation owns all of the outstanding shares (of each class) of the stock of Toreador
Resources Corporation, a corporation incorporated on the 5th day of June, 2000, pursuant to the General Corporation Law of the
State of Delaware.
THIRD: Toreador Royalty Corporation, by the following resolutions of its Board of Directors, duly adopted at a meeting
held on the 18th day of May, 2000, determined to merge Toreador Resources Corporation with and into Toreador Royalty
Corporation, with Toreador Royalty Corporation being the surviving corporation of such merger.
RESOLVED, that Toreador Royalty Corporation merge, and it hereby does merge into itself Toreador Resources
Corporation and assumes all of the obligations of Toreador Resources Corporation, and, be it
FURTHER RESOLVED, that such merger shall be effective upon filing with the Secretary of State of Delaware; and, be it
FURTHER RESOLVED, that the proper officer of this corporation be and he or she is hereby directed to make and
execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge Toreador Resources
Corporation with and into Toreador Royalty Corporation and assume its liabilities and obligations, and the date of adoption
thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether
within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger; and, be it
FURTHER RESOLVED, that this corporation change its corporate name by changing Art