EXHIBIT 10.1 PLAN AND AGREEMENT OF MERGER MERGER OF ENDEAVOUR INTERNATIONAL CORPORATION WITH AND INTO CONTINENTAL SOUTHERN RESOURCES, INC. PLAN AND AGREEMENT OF MERGER, dated as of February 27, 2004, by and between Continental Southern Resources,...Merger Agreement • March 1st, 2004 • Endeavour International Corp • Crude petroleum & natural gas
OPERATING AGREEMENT OF BWP GAS, LLCOperating Agreement • August 18th, 2003 • Continental Southern Resources Inc • Crude petroleum & natural gas • Delaware
Exh. 10.4 SECURITY AGREEMENT Date: April 5, 2002 Debtor: Expressions Graphics, Inc. Debtor's Mailing Address: One Belmont Ave., GSB Building, suite 417 Bala Cynwyd, PA 19004 Secured Party: Gemini Capital, L.P. Secured Party's Mailing Address: 700...Security Agreement • August 19th, 2002 • Continential Southern Resources Inc • Commercial printing • Texas
FORM OF CONTINENTAL SOUTHERN RESOURCES, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Pennsylvania
EXHIBIT 10.24 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,...Warrant Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Texas
PURCHASE AND SALE AGREEMENT BY AND BETWEEN CONTINENTAL SOUTHERN RESOURCES, INC. AND CSOR PREFERRED LIQUIDATION, LLCPurchase and Sale Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Nevada
LOAN AGREEMENTLoan Agreement • August 19th, 2002 • Continential Southern Resources Inc • Commercial printing • Texas
Exhibit 10.2 FORM OF ENDEAVOUR INTERNATIONAL CORPORATION 2004 INCENTIVE PLAN RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this "AGREEMENT") is made and entered into by and between ENDEAVOUR INTERNATIONAL CORPORATION, a Nevada...Restricted Stock Agreement • January 5th, 2005 • Endeavour International Corp • Crude petroleum & natural gas • Texas
RECITALSSecurities Purchase Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Pennsylvania
EXHIBIT 8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of February 26, 2004 (the "EFFECTIVE DATE") among Continental Southern Resources, Inc., a Nevada corporation (the "COMPANY"), the...Registration Rights Agreement • March 8th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Texas
WARRANTSWarrant Agreement • August 19th, 2002 • Continential Southern Resources Inc • Commercial printing • Texas
EXHIBIT 10.3 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT ("Agreement") dated February 20, 2002, is made and entered into by and between Touchstone Resources USA, Inc., a Texas corporation (herein referred to as "Touchstone"), and Expression...Assignment Agreement • March 7th, 2002 • Expressions Graphics Inc • Commercial printing • Texas
EXHIBIT 10.39 CONTINENTAL SOUTHERN RESOURCES, INC. RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this "AGREEMENT") is made and entered into by and between Continental Southern Resources, Inc. (the "COMPANY") and __________, an...Restricted Stock Award Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Texas
EXHIBIT 10.26 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of February 26, 2004 (the "EFFECTIVE DATE") among Continental Southern Resources, Inc., a Nevada corporation (the "COMPANY"),...Registration Rights Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Texas
and - NSNV, INC. as Licensee -------------------------- AGREEMENT --------------------------Licensing Agreement • May 20th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • England and Wales
WARRANTSWarrant Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas
EXHIBIT 10.23 ----------------------------------------------------------------- --------------- The Securities represented by this Convertible Note have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state...Convertible Note • August 18th, 2003 • Continental Southern Resources Inc • Crude petroleum & natural gas • Texas
EXHIBIT 10.37 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into effective as of February 26, 2004 (the "Effective Date"), by and between Continental Southern Resources, Inc., a Nevada corporation (the "Company"), and William...Employment Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Texas
RAM TRADING LTD:Confidentiality Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Pennsylvania
EXHIBIT 10.24 FIRST AMENDED SECURITY AGREEMENT DATE: April 2002, amended July 29, 2003 DEBTOR: Continental Southern Resources, Inc. f/k/a Expressions Graphics, Inc. DEBTOR'S MAILING ADDRESS: 111 Presidential Blvd., Suite 158 Balz Cynwyd, PA 19004...Security Agreement • August 18th, 2003 • Continental Southern Resources Inc • Crude petroleum & natural gas • Texas
Exhibit 10.1 FORM OF NONSTATUTORY STOCK OPTION AGREEMENT ENDEAVOUR INTERNATIONAL CORPORATION 2004 INCENTIVE PLAN 1. Grant of Option. Pursuant to the endeavour International Corporation 2004 Incentive Plan (the "Plan") for employees, consultants and...Nonstatutory Stock Option Agreement • January 5th, 2005 • Endeavour International Corp • Crude petroleum & natural gas
EXHIBIT 10.25 CONTINENTAL SOUTHERN RESOURCES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Pennsylvania
EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT The undersigned hereby agree that a Statement on Schedule 13D ("SCHEDULE 13D"), with respect to the shares of common stock, par value $0.001 per share, of Endeavour International Corporation, Inc., a...Joint Filing Agreement • March 8th, 2004 • Endeavour International Corp • Crude petroleum & natural gas
The undersigned hereby agree that a Statement on Schedule 13D ("SCHEDULE 13D"), with respect to the shares of common stock, par value $0.001 per share, of Endeavour International Corporation, Inc., a Delaware corporation and any amendments thereto be executed and filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and any such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
TO THE LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas
ENDEAVOUR INTERNATIONAL CORPORATION 10,000,000 Shares Common Stock ($0.001 par value per share) Underwriting AgreementUnderwriting Agreement • March 30th, 2011 • Endeavour International Corp • Crude petroleum & natural gas • New York
Endeavour International Corporation, a Nevada corporation (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, the number of shares of common stock, $0.001 par value per share (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representative as used herein shall mean you, as Underwriter. Any reference here
STRICTLY PRIVATE AND CONFIDENTIAL SHARE SALE AND PURCHASE AGREEMENT This Share Sale and Purchase Agreement (the "AGREEMENT") is entered into this 12th day of October 2004, betweenShare Sale and Purchase Agreement • October 14th, 2004 • Endeavour International Corp • Crude petroleum & natural gas
Exhibit 10.20 EXPLORATION AGREEMENT POTATO HILLS DEEP PROSPECT THIS EXPLORATION AGREEMENT (the "AGREEMENT) is made and entered into effective the 19th day of May, 2003, by and between The GHK Company, L.L.C. and GHK/Potato Hills Limited Partnership...Exploration Agreement • August 18th, 2003 • Continental Southern Resources Inc • Crude petroleum & natural gas
FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO THE LOAN AGREEMENT originally dated April 2002 is made and entered into this 29 day of July 2003, by and between Continental Southern Resources, Inc. f/k/a Expressions Graphics, Inc, a Nevada...Loan Agreement • August 18th, 2003 • Continental Southern Resources Inc • Crude petroleum & natural gas
ENDEAVOUR INTERNATIONAL CORPORATION AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 12% FIRST PRIORITY NOTES DUE 2018 INDENTURE Dated as of February 23, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, As Trustee and Collateral AgentIndenture • February 29th, 2012 • Endeavour International Corp • Crude petroleum & natural gas • New York
This INDENTURE, dated as of February 23, 2012 is among ENDEAVOUR INTERNATIONAL CORPORATION, a Nevada corporation (the “Company”), the guarantors listed on the signature pages hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
WARRANTSWarrant Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Texas
EXHIBIT 10.28 INTEREST PURCHASE AGREEMENT BY AND BETWEEN CONTINENTAL SOUTHERN RESOURCES, INC.Interest Purchase Agreement • March 30th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Nevada
REGISTRATION RIGHTS AGREEMENT by and among Endeavour International Corporation, the Guarantors party hereto, and Credit Suisse Securities (USA) LLC Dated as of October 15, 2012Registration Rights Agreement • October 15th, 2012 • Endeavour International Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 15, 2012, by and among Endeavour International Corporation, a Nevada corporation (the “Company” or the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), which has agreed to purchase Issuer’s $54,000,000 12% First Priority Notes due 2018 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
Exhibit 10.4 FORM OF ENDEAVOUR INTERNATIONAL CORPORATION 2004 INCENTIVE PLAN STOCK GRANT AGREEMENT THIS STOCK GRANT AGREEMENT (this "AGREEMENT") is made and entered into by and between ENDEAVOUR INTERNATIONAL CORPORATION, a Nevada corporation f/k/a...Stock Grant Agreement • January 5th, 2005 • Endeavour International Corp • Crude petroleum & natural gas • Texas
ENDEAVOUR INTERNATIONAL CORPORATION as Issuer AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF as Guarantors AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of July 22, 2011 5.5% Convertible Senior Notes due 2016Indenture • July 22nd, 2011 • Endeavour International Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of July 22, 2011, is among Endeavour International Corporation, a company duly incorporated and existing under the laws of Nevada, United States of America, and having its principal executive office at 1001 Fannin Street, Suite 1600, Houston, TX 77002 as Issuer (the “Company”), the guarantors listed on the signature page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
ARTICLE I THE MERGER......................................................................... 1 1.1 The Merger............................................................ 1 1.2 Merger Consideration; Exchange of Securities.......................... 3...Merger Agreement • March 8th, 2004 • Endeavour International Corp • Crude petroleum & natural gas • Texas
