REGISTRATION RIGHTS AGREEMENT BY AND AMONG ENDEAVOUR INTERNATIONAL CORPORATION AND THE PURCHASERS NAMED HEREIN
Exhibit 10.2
EXECUTION VERSION
BY AND AMONG
ENDEAVOUR INTERNATIONAL CORPORATION
AND
THE PURCHASERS NAMED HEREIN
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2010,
is made and entered into by and among Endeavour International Corporation, a Nevada corporation
(“Endeavour”), and the purchasers named in Schedule A to this Agreement (each such
purchaser a “Purchaser” and, collectively, the “Purchasers”).
WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the
Purchased Common Stock pursuant to the Common Stock Purchase Agreement, dated as of February 4,
2010, by and among Endeavour and the Purchasers (the “Purchase Agreement”);
WHEREAS, Endeavour has agreed to provide the registration and other rights set forth in this
Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement; and
WHEREAS, it is a condition to the obligations of each Purchaser and Endeavour under the
Purchase Agreement that this Agreement be executed and delivered.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each party hereto, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
DEFINITIONS
Section 1.01 Definitions. Capitalized terms used herein without definition shall have the
meanings given to them in the Purchase Agreement. The terms set forth below are used herein as so
defined:
“Agreement” has the meaning specified therefor in the introductory paragraph.
“Endeavour” has the meaning specified therefor in the introductory paragraph.
“Effectiveness Period” has the meaning specified therefor in Section 2.01(a)(i) of
this Agreement.
“File Date” has the meaning specified in Section 2.01(a)(i) of this Agreement.
“Holder” means the record holder of any Registrable Securities.
“Liquidated Damages” has the meaning specified therefor in Section 2.01(c) of this
Agreement.
“Liquidated Damages Multiplier” means the product of $0.90 times the number of Common
Stock purchased by such Purchaser.
“Losses” has the meaning specified therefor in Section 2.06(a) of this Agreement.
“Purchase Agreement” has the meaning specified therefor in the Recitals of this
Agreement.
“Purchaser” and “Purchasers” have the meanings specified therefor in the
introductory paragraph of this Agreement.
“Registrable Securities” means: (i) the Purchased Common Stock and (ii) any Common
Stock issued as Liquidated Damages pursuant to this Agreement, all of which Registrable Securities
are subject to the rights provided herein until such rights terminate pursuant to the provisions
hereof.
“Registration Expenses” has the meaning specified therefor in Section 2.05(a) of this
Agreement.
“Registration Statement” has the meaning specified therefor in Section 2.01(a)(i) of
this Agreement.
“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.
“Underwritten Offering” means an offering (including an offering pursuant to a
Registration Statement) in which shares of Common Stock are sold to an underwriter on a firm
commitment basis for reoffering to the public or an offering that is a “bought deal” with one or
more investment banks.
Section 1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security when: (a) a registration statement covering such Registrable Security has been
declared effective by the Commission and such Registrable Security has been sold or disposed of
pursuant to such effective registration statement; (b) such Registrable Security has been disposed
of pursuant to any section of Rule 144 (or any similar provision then in force) under the
Securities Act; (c) such Registrable Security can be disposed of pursuant to Rule 144(b) (or any
similar provision then in force) under the Securities Act; (d) such Registrable Security is held by
Endeavour or one of its Subsidiaries; or (e) such Registrable Security has been sold in a private
transaction in which the transferor’s rights under this Agreement are not assigned to the
transferee of such securities.
ARTICLE II
REGISTRATION RIGHTS
REGISTRATION RIGHTS
Section 2.01 Registration.
(a) Registration.
(i) Deadline To Go Effective. Within sixty (60) days of this Agreement (the 60th
such day herein referred to as the “File Date”), Endeavour shall prepare and file a
registration statement under the Securities Act to permit the resale of the Registrable Securities
from time to time, including as permitted by Rule 415 under the Securities Act (or any similar
provision then in force) with respect to all of the Registrable Securities (the “Registration
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Statement”). A Registration Statement filed pursuant to this Section 2.01 shall be on
such appropriate registration form of the Commission as shall be selected by Endeavour. Endeavour
will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to
this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i)
the date as of which all such Registrable Securities are sold by the Purchasers or (ii) the date
when such Registrable Securities become eligible for resale under Rule 144(b) (or any similar
provision then in force) under the Securities Act (the “Effectiveness Period”). The
Registration Statement when declared effective (including the documents incorporated therein by
reference) shall comply as to form with all applicable requirements of the Securities Act and the
Exchange Act and shall not contain 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.
(ii) Effective Date. Endeavour shall use commercially reasonable efforts to ensure that the
Registration Statement required by Section 2.01 of this Agreement is declared effective within 30
days after the File Date.
(b) Delay Rights. Notwithstanding anything to the contrary contained herein,
Endeavour may, upon written notice to any Selling Holder whose Registrable Securities are included
in the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part
of the Registration Statement (in which event the Selling Holder shall discontinue sales of the
Registrable Securities pursuant to the Registration Statement, but such Selling Holder may settle
any such sales of Registrable Securities) if (i) Endeavour is pursuing an acquisition, merger,
reorganization, disposition or other similar transaction and Endeavour determines in good faith
that Endeavour’s ability to pursue or consummate such a transaction would be materially adversely
affected by any required disclosure of such transaction in the Registration Statement or (ii)
Endeavour has experienced some other material non-public event the disclosure of which at such
time, in the good faith judgment of Endeavour, would materially adversely affect Endeavour;
provided, however, in no event shall any such suspension period exceed an aggregate of 90 days in
any 180-day period or 150 days in any 365-day period. Upon disclosure of such information or the
termination of the condition described above, Endeavour shall provide prompt notice to the Selling
Holders whose Registrable Securities are included in the Registration Statement, shall promptly
terminate any suspension of sales it has put into effect and shall take such other actions to
permit registered sales of Registrable Securities as contemplated in this Agreement.
(c) Rights to Liquidated Damages. If (i) the Holders shall be prohibited from selling
their Registrable Securities under the Registration Statement as a result of a suspension pursuant
to Section 2.01(b) of this Agreement in excess of the periods permitted therein or (ii) the
Registration Statement is filed and declared effective but, during the Effectiveness Period, shall
thereafter cease to be effective or fail to be usable for its intended purpose without being
succeeded by a post-effective amendment to the Registration Statement, a supplement to the
prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of
the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or
report is filed with the Commission, but not including any day on which a suspension is lifted or
such amendment, supplement or report is filed and declared effective, if applicable, Endeavour
shall owe the Holders a payment with respect to the Purchased Common Stock of each such Holder of
0.25% of the Liquidated Damages Multiplier per 30-day period for the first
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30 days following the suspension or period in which the Registration Statement ceased to be
effective, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period
for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per
30-day period (the “Liquidated Damages”), following (x) the date on which the suspension
period exceeded the permitted period under 2.01(b) of this Agreement or (y) the day after the
Registration Statement ceased to be effective or failed to be useable for its intended purposes, as
liquidated damages and not as a penalty. For purposes of this Section 2.01(c), a suspension shall
be deemed lifted on the date that notice that the suspension has been lifted is delivered to the
Holders pursuant to Section 3.01 of this Agreement.
Section 2.02 Sale Procedures. In connection with its obligations under this Article II,
Endeavour will, as expeditiously as possible:
(a) prepare and file with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective for the Effectiveness Period and as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of all securities covered
by the Registration Statement;
(b) promptly notify each Selling Holder of Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities Act, of (i) the filing
of the Registration Statement or any prospectus or prospectus supplement to be used in connection
therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement
or any post-effective amendment thereto, when the same has become effective; and (ii) any written
comments from the Commission with respect to any filing referred to in clause (i) and any written
request by the Commission for amendments or supplements to the Registration Statement or any
prospectus or prospectus supplement thereto;
(c) immediately notify each Selling Holder of Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities Act, of (i) the
happening of any event as a result of which the prospectus or prospectus supplement contained in
the 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 in the light of the circumstances then existing; (ii) the issuance or threat
of issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement, or the initiation of any proceedings for that purpose; or (iii) the receipt by Endeavour
of any notification with respect to the suspension of the qualification of any Registrable
Securities for sale under the applicable securities or blue sky laws of any jurisdiction.
Following the provision of such notice, Endeavour agrees to as promptly as practicable amend or
supplement the prospectus or prospectus supplement or take other appropriate action so that the
prospectus or prospectus supplement does 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 in the light of the circumstances then existing and to take such other action as is
necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;
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(d) upon request and subject to appropriate confidentiality obligations, furnish to each
Selling Holder copies of any and all transmittal letters or other correspondence with the
Commission or any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to such offering of
Registrable Securities;
(e) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(f) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by Endeavour are then listed;
(g) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of Endeavour to enable the Selling Holders to consummate
the disposition of such Registrable Securities; and
(h) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement.
(i) Each Selling Holder, upon receipt of notice from Endeavour of the happening of any event
of the kind described in Section 2.02(c) of this Agreement, shall forthwith discontinue disposition
of the Registrable Securities until such Selling Holder’s receipt of copies of the supplemented or
amended prospectus contemplated by Section 2.02(c) of this Agreement or until it is advised in
writing by Endeavour that the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings incorporated by reference in the prospectus, and, if so directed
by Endeavour, such Selling Holder will deliver to Endeavour (at Endeavour’s expense) all copies in
their possession or control, other than permanent file copies then in such Selling Holder’s
possession, of the prospectus covering such Registrable Securities current at the time of receipt
of such notice.
If requested by a Purchaser, Endeavour shall: (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as such Purchaser reasonably
requests to be included therein relating to the sale and distribution of Registrable Securities,
including information with respect to the number of Registrable Securities being offered or sold,
the purchase price being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering; (ii) as soon as practicable make all required filings of
such prospectus supplement or post-effective amendment after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as
practicable, supplement or make amendments to any Registration Statement.
Section 2.03 Cooperation by Holders. Endeavour shall have no obligation to include in the
Registration Statement Common Stock of a Holder who has failed to timely furnish such
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information that, in the opinion of counsel to Endeavour, is reasonably required in order for the
registration statement or prospectus supplement, as applicable, to comply with the Securities Act.
Section 2.04 Restrictions on Public Sale by Holders of Registrable Securities. For a
period of 365 days from the Closing Date, each Holder of Registrable Securities who is included in
the Registration Statement agrees not to effect any public sale or distribution of the Registrable
Securities during the 30-day period following completion of an Underwritten Offering of equity
securities by Endeavour (except as provided in this Section 2.04); provided, however, that the
duration of the foregoing restrictions shall be no longer than the duration of the shortest
restriction generally imposed by the underwriters on the officers or directors or any other Common
Stockholder of Endeavour on whom a restriction is imposed in connection with such public offering.
In addition, the provisions of this Section 2.04 shall not apply with respect to a Holder that owns
$5 million or less of Purchased Common Stock, based on the Commitment Amounts.
Section 2.05 Expenses.
(a) Certain Definitions. “Registration Expenses” means all expenses incident
to Endeavour’s performance under or compliance with this Agreement to effect the registration of
Registrable Securities on the Registration Statement pursuant to Section 2.01 hereof or an
Underwritten Offering covered under this Agreement, and the disposition of such securities,
including, without limitation, all registration, filing, securities exchange listing and the NYSE
Amex fees, all registration, filing, qualification and other fees and expenses of complying with
securities or blue sky laws, fees of the Financial Industry Regulatory Authority, transfer taxes
and fees of transfer agents and registrars, all word processing, duplicating and printing expenses
and the fees and disbursements of counsel and independent public accountants for Endeavour,
including the expenses of any special audits or “cold comfort” letters required by or incident to
such performance and compliance.
(b) Expenses. Endeavour will pay all reasonable Registration Expenses as determined
in good faith, including, in the case of an Underwritten Offering, whether or not any sale is made
pursuant to such Underwritten Offering. In addition, except as otherwise provided in Section 2.06
hereof, Endeavour shall not be responsible for legal fees incurred by Holders in connection with
the exercise of such Holders’ rights hereunder.
Section 2.06 Indemnification.
(a) By Endeavour. In the event of an offering of any Registrable Securities under the
Securities Act pursuant to this Agreement, Endeavour will indemnify and hold harmless each Selling
Holder thereunder, its officers, members, managers, directors, partners, employees, agents and
other representatives, and each underwriter, pursuant to the applicable underwriting agreement with
such underwriter, of Registrable Securities thereunder and each Person, if any, who controls such
Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and
its officers, members, managers, partners, directors, employees, agents and other representatives,
against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees
and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder,
officer, member, manager, partner, director, employee,
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agent, other representative, underwriter or controlling Person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the Registration Statement,
any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which they were made) not
misleading, and will reimburse each such Selling Holder, its directors and officers, each such
underwriter and each such controlling Person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such Loss or actions or proceedings;
provided, however, that Endeavour will not be liable in any such case if and to the extent that any
such Loss arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in strict conformity with information furnished by such
Selling Holder, its directors or officers or any underwriter or controlling Person in writing
specifically for use in the Registration Statement, or prospectus supplement, as applicable. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of such Selling Holder or any such Selling Holder, its directors or officers or any
underwriter or controlling Person, and shall survive the transfer of such securities by such
Selling Holder.
(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless Endeavour, its directors and officers, and each Person, if any, who
controls Endeavour within the meaning of the Securities Act or of the Exchange Act, and its
directors and officers, to the same extent as the foregoing indemnity from Endeavour to the Selling
Holders, but only with respect to information regarding such Selling Holder furnished in writing by
or on behalf of such Selling Holder expressly for inclusion in the Registration Statement or any
preliminary prospectus or final prospectus included therein, or any amendment or supplement
thereto; provided, however, that the liability of each Selling Holder shall not be greater in
amount than the dollar amount of the net proceeds received by such Selling Holder from the sale of
the Registrable Securities giving rise to such indemnification.
(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party except to the extent the indemnifying party is materially
prejudiced by such omission. In any action brought against any indemnified party, it shall notify
the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the defense thereof with
counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the defense thereof, the
indemnifying party shall not be liable to such indemnified party under this Section 2.06 for any
legal expenses subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel so selected;
provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ
counsel reasonably acceptable to the indemnified party or (ii) if
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the defendants in any such action include both the indemnified party and the indemnifying
party and counsel to the indemnified party shall have concluded that there may be reasonable
defenses available to the indemnified party that are different from or additional to those
available to the indemnifying party, or if the interests of the indemnified party reasonably may be
deemed to conflict with the interests of the indemnifying party, then the indemnified party shall
have the right to select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be reimbursed by the
indemnifying party as incurred. Notwithstanding any other provision of this Agreement, the
Indemnifying Party shall not settle any indemnified claim without the consent of the indemnified
party, unless the settlement thereof imposes no liability or obligation on, involves no admission
of wrongdoing or malfeasance by, and includes a complete release from liability of, the indemnified
party.
(d) Contribution. If the indemnification provided for in this Section 2.06 is held by
a court or government agency of competent jurisdiction to be unavailable to any indemnified party
or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Loss in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of such indemnified party
on the other in connection with the statements or omissions which resulted in such Losses, as well
as any other relevant equitable considerations; provided, however, that in no event shall such
Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of net
proceeds received by such Selling Holder from the sale of Registrable Securities giving rise to
such indemnification. The relative fault of the indemnifying party on the one hand and the
indemnified party on the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact has been made by, or relates to, information supplied by such party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this paragraph were to be determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable considerations referred to
herein. The amount paid by an indemnified party as a result of the Losses referred to in the first
sentence of this paragraph shall be deemed to include any legal and other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any Loss which is
the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person
who is not guilty of such fraudulent misrepresentation.
(e) Other Indemnification. The provisions of this Section 2.06 shall be in addition
to any other rights to indemnification or contribution which an indemnified party may have pursuant
to law, equity, contract or otherwise.
Section 2.07 Rule 144 Reporting. With a view to making available the benefits of certain
rules and regulations of the Commission that may permit the sale of the Registrable Securities to
the public without registration, Endeavour agrees to use its commercially reasonable best efforts
to:
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(a) make and keep public information regarding Endeavour available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from and after the date
hereof;
(b) file with the Commission in a timely manner all reports and other documents required of
Endeavour under the Securities Act and the Exchange Act at all times from and after the date
hereof; and
(c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise available
at no charge by access electronically to the Commission’s XXXXX filing system, to such Holder
forthwith upon request a copy of the most recent annual or quarterly report of Endeavour, and such
other reports and documents so filed as such Holder may reasonably request in availing itself of
any rule or regulation of the Commission allowing such Holder to sell any such securities without
registration.
Section 2.08 Transfer or Assignment of Registration Rights. The rights to cause Endeavour
to register Registrable Securities granted to the Purchasers by Endeavour under this Article II may
be transferred or assigned by any Purchaser to one or more transferee(s) or assignee(s) of such
Registrable Securities; provided, however, that, (a) unless such transferee is an Affiliate of such
Purchaser, each such transferee or assignee holds Registrable Securities representing at least $5
million of the Purchased Common Stock, based on the Commitment Amounts, (b) Endeavour is given
written notice prior to any such transfer or assignment, stating the name and address of each such
transferee and identifying the securities with respect to which such registration rights are being
transferred or assigned, and (c) each such transferee assumes in writing responsibility for its
portion of the obligations of such Purchaser under this Agreement.
Section 2.09 Limitation on Subsequent Registration Rights. From and after the date hereof,
Endeavour shall not, without the prior written consent of the Holders of a majority of the
outstanding Registrable Securities, (i) enter into any agreement with any current or future holder
of any securities of Endeavour that would allow such current or future holder to require Endeavour
to include securities in any registration statement filed by Endeavour on a basis that is superior
to the piggyback rights granted to the Purchasers hereunder or (ii) grant registration rights to
any other Person that would be superior to the Purchasers’ registration rights hereunder.
ARTICLE III
MISCELLANEOUS
MISCELLANEOUS
Section 3.01 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or
personal delivery:
(a) if to Purchaser, to the address set forth under that Purchaser’s signature block in
accordance with the provisions of this Section 3.01;
(b) if to a transferee of Purchaser, to such Holder at the address provided pursuant to
Section 2.08 hereof; and
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(c) if to Endeavour, at 0000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (facsimile: (000)
000-0000), notice of which is given in accordance with the provisions of this Section 3.01.
All such notices and communications shall be deemed to have been received: at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
electronic mail; and when actually received, if sent by courier service or any other means.
Section 3.02 Successor and Assigns This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.
Section 3.03 Recapitalization, Exchanges, Etc. Affecting the Common Stock The provisions
of this Agreement shall apply to the full extent set forth herein with respect to any and all stock
of Endeavour or any successor or assign of Endeavour (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the
Registrable Securities, and shall be appropriately adjusted for combinations, stock splits,
recapitalizations and the like occurring after the date of this Agreement.
Section 3.04 Specific Performance. Damages in the event of breach of this Agreement by a
party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that
each such Person, in addition to and without limiting any other remedy or right it may have, will
have the right to an injunction, specific performance or other equitable relief in any court of
competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and
provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on
the ground of lack of jurisdiction or competence of the court to grant such an injunction, specific
performance or other equitable relief. The existence of this right will not preclude any such
Person from pursuing any other rights and remedies at law or in equity which such Person may have.
Section 3.05 Counterparts. This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same Agreement.
Section 3.06 Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 3.07 Governing Law. The Laws of the State of New York shall govern this Agreement
without regard to principles of conflict of Laws.
Section 3.08 Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting or impairing the validity or enforceability of such provision in any other
jurisdiction.
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Section 3.09 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the rights granted by Endeavour set forth herein. This
Agreement, the Purchase Agreement and any confidentiality agreements pertaining to the sale of the
Purchased Common Stock supersede all prior agreements and understandings between the parties with
respect to such subject matter.
Section 3.10 Amendment. This Agreement may be amended only by means of a written amendment
signed by Endeavour and the Holders of a majority of the then outstanding Registrable Securities;
provided, however, that no such amendment shall materially and adversely affect the rights of any
Holder hereunder without the consent of such Holder.
Section 3.11 No Presumption. If any claim is made by a party relating to any conflict,
omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be
implied by virtue of the fact that this Agreement was prepared by or at the request of a particular
party or its counsel.
Section 3.12 Obligations Limited to Parties to Agreement. Each of the Parties hereto
covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted
assignees) and Endeavour shall have any obligation hereunder and that, notwithstanding that one or
more of the Purchasers may be a corporation, partnership or limited liability company, no recourse
under this Agreement or the Purchase Agreement or under any documents or instruments delivered in
connection herewith or therewith shall be had against any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of
any of the Purchasers or any former, current or future director, officer, employee, agent, general
or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by
the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever
shall attach to, be imposed on or otherwise be incurred by any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of
any of the Purchasers or any former, current or future director, officer, employee, agent, general
or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for
any obligations of the Purchasers under this Agreement or the Purchase Agreement or any documents
or instruments delivered in connection herewith or therewith or for any claim based on, in respect
of or by reason of such obligation or its creation.
[The remainder of this page is intentionally left blank]
11
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written
above.
| PURCHASER: | ||||||
| Smedvig QIF PLC | ||||||
| By: Name: |
/s/ Odd Torland
|
|||||
| Title: | Chairman | |||||
| Address: | 00/00 Xxxxx Xxxxx Xxxxxx | |||
| Xxxxxx 0 | ||||
| Xxxxxxx | ||||
| Attention: | Xxxx Xxxxx Xxxxx | |||
| Facsimile: | x00 00 00 00 00 | |||
| Email: | xxx@xxxxxxx.xx |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Pelmer Securities S.A. | ||||||
| By: Name: |
/s/ Xxxxxxx Xxxxxxxx
|
|||||
| Title: | Director | |||||
| By: Name: |
/s/ P.A. Wavre
|
|||||
| Title: | Director | |||||
| Address: | Road Town, Pasea Estate | |||
| Tortola | ||||
| British Virgin Islands |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| C.A. Pontine Paus | ||||||
| By: Name: |
/s/ Xxxxx Xxxxxxx
|
|||||
| Title: | Attorney-in-Fact | |||||
| Address: | c/o As Toluma | |||
| Xxxxxxxxxxx 00, X.X. Xxx 00 | ||||
| 0000 Xxxxxxx, Xxxxxx | ||||
| Attention: | Xxxxx Xxxxxxx | |||
| Facsimile: | x0000000000 | |||
| Email: | xxxxx.xxxxxxx@xxxxxxxxx.xxx |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| C.V. Xxxxxxx Xxxx | ||||||
| By: Name: |
/s/ Xxxxx Xxxxxxx
|
|||||
| Title: | Attorney-in-Fact | |||||
| Address: | c/o As Toluma | |||
| Xxxxxxxxxxx 00, X.X. Xxx 00 | ||||
| 0000 Xxxxxxx, Xxxxxx | ||||
| Attention: | Xxxxx Xxxxxxx | |||
| Facsimile: | x0000000000 | |||
| Email: | xxxxx.xxxxxxx@xxxxxxxxx.xxx |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxxxx Xxxx | ||||||
| By: Name: |
/s/ Xxxxx Xxxxxxx
|
|||||
| Title: | Attorney-in-Fact | |||||
| Address: | c/o As Toluma | |||
| Xxxxxxxxxxx 00, X.X. Xxx 00 | ||||
| 0000 Xxxxxxx, Xxxxxx | ||||
| Attention: | Xxxxx Xxxxxxx | |||
| Facsimile: | x0000000000 | |||
| Email: | xxxxx.xxxxxxx@xxxxxxxxx.xxx |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxx X. Xxxxx | ||||||
| By: Name: |
/s/ Xxxx X. Xxxxx
|
|||||
| Address: | 0000 Xxxxxx Xxxxxx | |||
| Xxxxx 0000 | ||||
| Xxxxxxx, Xxxxx 00000 | ||||
| Attention: | Xxxx X. Xxxxx | |||
| Facsimile: | (000) 000-0000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxxxx X. Xxxxxxxx | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxxxx
|
|||||
| Address: | 0000 Xxxxxx Xxxxxx | |||
| Xxxxx 0000 | ||||
| Xxxxxxx, Xxxxx 00000 | ||||
| Attention: | Xxxxxxx X. Xxxxxxxx | |||
| Facsimile: | (000) 000-0000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxx X. Xxxxx | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxx
|
|||||
| Address: | 0000 Xxxxxx Xxxxxx Xxxxx 0000 |
|||||
| Xxxxxxx, Xxxxx 00000 | ||||||
| Attention: | Xxxxx X. Xxxxx | |||||
| Facsimile: | (000) 000-0000 | |||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxx Ventures, L.P. | ||||||
| By: Name: |
/s/ Xxxxxx Xxxxxx
|
|||||
| Title: | General Partner | |||||
| Address: | 00000 X. Xxxxxxxxxx Xxxxxxxxxx, XX 00000 |
|||||
| Attention: | Xxxxxx Xxxxxx | |||||
| Facsimile: | (000) 000-0000 | |||||
| Email: | Xxxxxx@xxxxx.xxx | |||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxx X. Christmas | ||||||
| By: Name: |
/s/ Xxxxx X. Christmas
|
|||||
| Address: | 0000 Xxxxxxxxxx | |||||
| Xxxx Xxxxxxxx Xxxxx, XX | ||||||
| 00000-0000 | ||||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxx Xxxxxxx | ||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||
| Name: | Xxxxx Xxxxxxx | |||||
| Address: | 00 Xxxxxxxxx Xxxxx | |||||
| Xxx Xxxxxxxxx, XX 00000-0000 | ||||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxxxx Xxxxx Xxxxxxx | ||||||
| By: Name: |
/s/ Xxxxxxx Xxxxx Xxxxxxx
|
|||||
| Address: | 000 Xxxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 |
|||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxx Xxxxxx Xxxx Xxxxxxxx | ||||||
| By: Name: |
/s/ Xxxx Xxxxxxx Xxxx Xxxxxxxx
|
|||||
| Address: | 000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000-0000 |
|||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxx Xxxxx Xxxx | ||||||
| By: Name: |
/s/ Xxxxx Xxxxx Xxxx
|
|||||
| Address: | 000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000-0000 |
|||||
| Attention: | Xxxxx Xxxxx Xxxx | |||||
| Facsimile: | xxx (000) 000-0000 | |||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxxxxx Xxxx Xxxxxx Separate Account | ||||||
| By: Name: |
/s/ Xxxxxxxx Xxxx Xxxxxx
|
|||||
| Address: | 000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000-0000 |
|||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxxxxxx Xxxxx Xxxx XxXxxx Separate Property | ||||||
| By: Name: |
/s/ Xxxxxxxxx Xxxxx Xxxx XxXxxx
|
|||||
| Address: | 000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000-0000 |
|||||
| Attention: | Xxxxxxxxx Xxxxx Xxxx XxXxxx | |||||
| Facsimile: | xxx (000)000-0000 | |||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxxx X. Xxxx | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxx
|
|||||
| Address: | 000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000-0000 |
|||||
| Attention: | Xxxxxx X. Xxxx | |||||
| Facsimile: | xxx (000) 000-0000 | |||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| M. St. Xxxx Xxxxxxxx | ||||||
| By: Name: |
/s/ M. St. Xxxx Xxxxxxxx
|
|||||
| Address: | 0000 Xxxxxxxxxx Xxxxxxx, XX 00000 |
|||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxx Xxxxxxx and Xxxxx X. Xxxxx TTEES FBO Xxxxx Xx Xxxxx Trust |
||||||
| By: | /s/ Xxxxx Xxxxx
|
|||||
| Name: | Xxxxx Xxxxx | |||||
| Address: | 000 Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 |
|||||
[Signature
Page to Registration Rights Agreement]
| PURCHASER:
Xxxx X. Xxxxx TTE Xxxx X. Xxxxx Non-Exempt Trust |
|||||
| By: | /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | ||||
| Address: | 00000 Xx. Xxxxxxx Xxx Xxxxxxx, XX 00000 |
||||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
Xxxx Xxxxx TTEE FBO Xxxx X. Xxxxx Non-Exempt Trust |
||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Address: | 0000 Xxxxxxx Xxxxxxx, XX 00000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
Xxxxxxx Xxxxx TTEE FBO Xxxxxxx X. Xxxxx Non-Exempt Trust |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Address: | 000 Xxxxxx Xxxx Xxxxxxx, XX 00000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
Xxxxx X. Xxxxx |
||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Address: | 000 Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
Xxx X. Xxxxxx |
||||
| By: | /s/ Xxx X. Xxxxxx | |||
| Name: | Xxx X. Xxxxxx | |||
| Address: | 0000 Xxxxxxxxx, 00xx
xxxxx Xxxxxxx, XX 00000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
Xxxxxxx X. Xxxx Living Trust UAD 08/04/08, Xxxxxxx X. Xxxx TTEE |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Trustee | |||
| Address: | 000 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000-0000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
Xxxxxxx Xxxxxx, Jr. |
||||
| By: | /s/ Xxxxxxx Xxxxxx, Jr. | |||
| Name: | Xxxxxxx Xxxxxx, Jr. | |||
| Address: Attention: Facsimile: |
0000 XxXxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Xxxxxxx Xxxxxx (0000 000-0000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
Xxxxxx X. Xxxx |
||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Address: | 0000 Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
Xxxxx Xxxx SUCC TTEE FBO Xxxxxx X. Xxxx, Xx. TTEE UAD 12/01/83 |
||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: Address: |
Succ Trustee 0000 Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER: Xxxxx Xxxx SUCC TTEE FBO Xxxxx Xxxx Trustee UAD 12/01/83 |
||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: Address: |
Succ Trustee
0000 Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
Xxxxx Xxxx SUCC TTEE FBO Xxxxxx Xxxx Trustee UAD 12/01/83 |
||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: Address: |
Succ Trustee
0000 Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER:
XXX FBO Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx LLC As Custodian Rollover Account |
||||
| By: | /s/ Xxxxxxx Xxxxxx Jacky | |||
| Name: | Xxxxxxx Xxxxxx Xxxxx | |||
| Title: Address: |
Custodian
0000 Xxxxxxxxxx Xxxxxx Xxxxxxx, XX 00000-0000 |
|||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxxxx Xxxxxx Jacky | ||||||
| By: Name: |
/s/ Xxxxxxx Xxxxxx Xxxxx
|
|||||
| Address: | 0000 Xxxxxxxxxx | |||||
| Xxxxxxx, XX 00000-0000 | ||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| XXX FBO: Xxxxx X. Xxxxxx/Xxxxxxxx LLC | ||||||
| as Custodian (Xxxx Account) | ||||||
| By: | /s/ Xxxxx X. Xxxxxx
|
|||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Custodian | |||||
| Address: | 0000 Xxxx Xxxx | |||||
| Xxxxxxx, XX 00000 | ||||||
| Attention: | Xxxxx X. Xxxxxx | |||||
| Facsimile: | (000) 000-0000 | |||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxx X. Xxxxxx | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxx
|
|||||
| Address: | 0000 Xxxx Xxxx | |||||
| Xxxxxxx, XX 00000 | ||||||
| Attention: | Xxxxx X. Xxxxxx | |||||
| Facsimile: | (000) 000-0000 | |||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxxxx X. Xxxxxx | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxx
|
|||||
| Address: | 0000 Xxxx Xxxx | |||||
| Xxxxxxx, XX 00000 | ||||||
| Attention: | Xxxxxxx X. Xxxxxx | |||||
| Facsimile: | (000) 000-0000 | |||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| XXX FBO Xxxxxx Xxxxxxx Xxxxxxxx LLC as Custodian |
||||||
| By: Name: |
/s/ Xxxxxx Xxxxxxx
|
|||||
| Title: | Custodian | |||||
| Address: | 0000 Xxxxxxx Xxxxxxx | |||||
| Xxxxxxx, XX 00000-0000 | ||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| XXX FBO Xxxx Xxxxxx Xxxxxxxx LLC as Custodian Rollover Account |
||||||
| By: Name: |
/s/ Xxxx X. Xxxxxx/XXX
|
|||||
| Title: | Custodian | |||||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||||
| Xxxxxxx, XX 00000 | ||||||
| Attention: | Xxxx X. Xxxxxx | |||||
| Facsimile: | (000) 000-0000 | |||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxx Xxxx | ||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Address: | 0000 Xxxxxxxxxxx Xxxxx | |||||
| Xx Xxxxx, XX 00000-0000 | ||||||
| Attention: | Xxxxx Xxxx | |||||
| Facsimile: | (000) 000-0000 | |||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Trust No. 3 UAD 12/23/03, Xxxxx Xxxx | ||||||
| TTEE FBO Xx Xxxxxx Xxxx | ||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Trustee | |||||
| Address: | 0000 Xxxxxx Xxxxxx Xxxxx | |||||
| Xxxxx Xxxxx, XX 00000 | ||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| XXX FBO Xxxxx X. Xxxxxxxx Xxxxxxxx LLC as Custodian | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxxxx
|
|||||
| Title: | Custodian | |||||
| Address: | 000 X.X. Xxxxxxxxx Xxxxxx | |||||
| Xxxx Xxxxxx, XX 00000-0000 | ||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxx Xxxxxxxx and Xxxx Xxxx Xxxxxxxx Xx. Ten. | ||||||
| By: Name: |
/s/ Xxxxx Xxxxxxxx
|
|||||
| Title: | Joint Tenant | |||||
| By: | /s/ Rose Xxxx Xxxxxxxx | |||||
| Name: | Rose Xxxx Xxxxxxxx | |||||
| Title: | Joint Tenant | |||||
| Address: | 000 X.X. Xxxxxxxxx Xxxxxx | |||||
| Lees Summit, MO 64064- 1435 | ||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxx X. XxXxxxx | ||||||
| By: Name: |
/s/ Xxxxx X. XxXxxxx
|
|||||
| Address: | 0000 Xxxxxxxxx | |||||
| Xxxxxxx, XX 00000 | ||||||
| Attention: | Xxxxx X. XxXxxxx | |||||
| Facsimile: | (000) 000-0000 | |||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||
| Xxxxxxx X. Xxxxx and Xxxxx Xxxxx | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxx
|
|||||
| By: | /s/ Xxxxx Xxxxx | |||||
| Name: | Xxxxx Xxxxx | |||||
| Address: | 0000 Xxxxx Xxxx | |||||
| Xxxxxxx, XX 00000 | ||||||
| Attention: | Xxxxxxx X. Xxxxx | |||||
| Facsimile: | (000) 000-0000 | |||||
| Email: | xxxxxx@xxxxxxxxxxxx.xxx | |||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxxxx Xxxx | ||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Address: | 0000 X. Xxxx Xxxxxx Xxxx. | |||
| Xxxxx Xxxx, XX 00000 | ||||
| Attention: | Xxxxx Xxxx | |||
| Facsimile: | (000) 000-0000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxxx X. Xxxxxxx | ||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||
| Xxxxxxx, XX 00000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxxx X. Xxxxxxx | ||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||
| Xxxxxxx, XX 00000 | ||||
| Attention: | Xxxx X. Xxxxxxx | |||
| Facsimile: | (000) 000-0000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxxxxxxxx X. Xxxxxxx | ||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | |||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||
| Xxxxxxx, XX 00000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| XXX FBO Xxx X. Xxxxxxx Xxxxxxxx LLC as Custodian | ||||
| By: | /s/ Xxx X. Xxxxxxx | |||
| Name: | Xxx X. Xxxxxxx | |||
| Title: | Custodian | |||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||
| Xxxxxxx, XX 00000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| XXX FBO Xxxxxxxxx X. Xxxxxxx/Xxxxxxxx LLC as Custodian | ||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | |||
| Title: | Custodian | |||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||
| Xxxxxxx, XX 00000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxxxx X. Xxxxxxx | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||
| Xxxxxxx, XX 00000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER | ||||
| Xxxxxxx Opportunity Fund (Institutional), L.P. | ||||
| By: | /s/ Xxx X. Xxxxxxx | |||
| Name: | Xxx X. Xxxxxxx | |||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||
| Xxxxxxx, Xxxxx 00000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxxxxxx Opportunity Fund, L.P. | ||||
| By: | /s/ Xxx X. Xxxxxxx | |||
| Name: | Xxx X. Xxxxxxx | |||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||
| Xxxxxxx, XX 00000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxxxx Xxxxx | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Address: | 000 Xxxxxxxxxx | |||
| Xxxxxxx, XX 00000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxxxx X. Xxxx and Xxxxxxxx Xxxx JT TEN | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Joint Tenant | |||
| By: | /s/ Xxxxxxxx Xxxx | |||
| Name: | Xxxxxxxx Xxxx | |||
| Title: | Joint Tenant | |||
| Address: | 00000 Xxxxx Xxxxxx Xxxx | |||
| Xxxxxxx, XX 00000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxx X. Xxxxxxx | ||||
| By: | /s/ Xxx X. Xxxxxxx | |||
| Name: | Xxx X. Xxxxxxx | |||
| Address: | 0000 Xxxxxxxxxx Xxxxxx | |||
| Xxxxxxx, XX 00000-0000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||
| Xxxxx X. Xxxxxxx Family trust UAD 06/16/97, Xxx X. Xxxxxxx TTEE | ||||
| By: | /s/ Xxx X. Xxxxxxx | |||
| Name: | Xxx X. Xxxxxxx | |||
| Title: | Trustee | |||
| Address: | 0000 Xxxxxxxxxx Xxxxxx | |||
| Xxxxxxx, XX 00000-0000 |
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| Platinum Business Investment Company, Ltd. | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Address: | 0000 Xxxxxxx Xxxxxxx | |||||||
| Xxxxxxxxx, XX 00000 | ||||||||
| Attention: | ||||||||
| Facsimile: | (000) 000-0000 | |||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| XXX FBO Xxxx X. Xxxx Xxxxxxxx LLC as Custodian | ||||||||
| By: | /s/ Xxxx Xxxx | |||||||
| Name: | Xxxx Xxxx | |||||||
| Title: | Custodian | |||||||
| Address: | 00000 Xxxxxxxxxxx | |||||||
| Xxxxxxx, XX 00000 | ||||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| XXX FBO Xxxx X. Xxxx Xxxxxxxx LLC as Custodian | ||||||||
| By: | /s/ Xxxx X. Xxxx | |||||||
| Name: | Xxxx X. Xxxx | |||||||
| Title: | Custodian | |||||||
| Address: | 00000 Xxxxxxxxxxx | |||||||
| Xxxxxxx, XX 00000 | ||||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| Xxxx Xxxx and Xxxx X. Xxxx TIC | ||||||||
| By: | /s/ Xxxx Xxxx | |||||||
| Name: | Xxxx Xxxx | |||||||
| Title: | Tenant In Common | |||||||
| By: | /s/ Xxxx Xxxx | |||||||
| Name: | Xxxx Xxxx | |||||||
| Title: | Tenant In Common | |||||||
| Address: | 00000 Xxxxxxxxxxx | |||||||
| Xxxxxxx, XX 00000 | ||||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| Xxx Xxxx and Xxxxx Xxxxx Xxxx Tenants in Common | ||||||||
| By: | /s/ Xxx Xxxx | |||||||
| Name: | Xxx Xxxx | |||||||
| Title: | Tenant in Common | |||||||
| By: | /s/ Xxxxx Xxxxx Xxxx | |||||||
| Name: | Xxxxx Xxxxx Xxxx | |||||||
| Title: | Tenant in Common | |||||||
| Address: | 000 Xxxxxxxxx Xxxxxxx, XX 00000 |
|||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| Xxxx Xxxxx Xxxx | ||||||||
| By: | /s/ Xxxx Xxxxx Xxxx | |||||||
| Name: | Xxxx Xxxxx Xxxx | |||||||
| Address: | 00000 Xxxxxxxx | |||||||
| Xxxxxxx, XX 00000 | ||||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| XXX FBO Xxxx Xxxx Xxxxxxxx LLC as Custodian | ||||||||
| By: | /s/ Xxxx GlennWeir | |||||||
| Name: | Xxxx GlennWeir | |||||||
| Address: | 12211 Mossycup | |||||||
| Xxxxxxx, XX 00000 | ||||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| XXX FBO Xxxxx X. Xxxx Xxxxxxxx LLC As Custodian | ||||||||
| By: | /s/ Xxxxx X. Xxxx | |||||||
| Name: | Xxxxx X. Xxxx | |||||||
| Title: | Custodian | |||||||
| Address: | 000 Xxxxxxxxx | |||||||
| Xxxxxxx, XX 00000 | ||||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| XXX FBO Xxxx Xxxx Xxxx Xxxxxxxx LLC as Custodian |
||||||||
| By: | /s/ Xxxx Xxxx Xxxx | |||||||
| Name | Xxxx Xxxx Xxxx | |||||||
| Title: | Custodian | |||||||
| Address: | 000 Xxxxxxxxx | |||||||
| Xxxxxxx, XX 00000 | ||||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| XXX FBO Xxxxxxx Xxxx Xxxxxxxx LLC as Custodian | ||||||||
| By: | /s/ Xxxxxxx Xxxx | |||||||
| Name: | Xxxxxxx Xxxx | |||||||
| Title: | Custodian | |||||||
| Address: | 12211 Mossycup | |||||||
| Xxxxxxx, XX 00000 | ||||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| Xxxxxxxxx X. Xxxxxxx Children Trust Dtd. 2003/Xxx Xxxx Trustee | ||||||||
| By: | /s/ Xxx Xxxx | |||||||
| Name: | Xxx Xxxx | |||||||
| Title: | Trustee | |||||||
| Address: | 000 Xxxxxx, Xxxxx 0000 | |||||||
| Xxxxxxx, XX 00000 | ||||||||
| Attention: | Xxx Xxxx | |||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| Xxxx Xxxx Xxxx | ||||||||
| By: | /s/ Xxxx Xxxx Xxxx | |||||||
| Name: | Xxxx Xxxx Xxxx | |||||||
| Address: | 000 Xxxxxxxxx | |||||||
| Xxxxxxx, XX 00000 | ||||||||
[Signature Page to Registration Rights Agreement]
| PURCHASER: | ||||||||
| Xxxxx Xxxxxxxx | ||||||||
| By: | /s/ Xxxxx Xxxxxxxx | |||||||
| Name: | Xxxxx Xxxxxxxx | |||||||
| Address: | 0000 Xxxx Xxxxxx | |||||||
| Xxxxxxx, XX 00000-0000 | ||||||||
[Signature Page to Registration Rights Agreement]
Agreed to and accepted by Endeavour as of the date first written above.
| ENDEAVOUR INTERNATIONAL CORPORATION |
||||
| By: | /s/ J. Xxxxxxx Xxxxxxx | |||
| J. Xxxxxxx Xxxxxxx | ||||
| Executive Vice President and Chief Financial Officer |
||||
[Signature Page to Registration Rights Agreement]
SCHEDULE A
Smedvig QIF Plc
Xxxxxxx, Sachs & Co. FBO Xxxx Xxxxx XXX
MLPF & S Custodian FBO Xx. Xxxxxxx X. Xxxxxxxx XXX, FBO Xx. Xxxxxxx X. Xxxxxxxx , Account 5TX-28079
Xxx. Xxxxxxx Xxxx
Ms. Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx
Ms. Cecilie Alexandra Pontine Xxxx
Xxxxx X. Xxxxx
Xxxxxx Securities S.A.
Xxxx Xxxxxxx Xxxx Xxxxxxxx
Xxxxx Xxxxx Xxxx
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Xxxxx Xxxx
Xxxxx X. XxXxxxx
Xxxxxxx X. Xxxxx and Xxxxxx Xxxxx TEN COM
Xxxxxxxxx X. Xxxxxxx
Xxxxxxxx Xxxx Xxxxxx Separate Account
Xxx X. Xxxxxxx
Xxx X. Xxxxxx
Xxx Xxxxxxx and Xxxxx X. Xxxxx TTEES FBO Xxxxx Xx Xxxxx Trust
Xxx Xxxx and Xxxxx Xxxxx Xxxx Ten In Com
Xxxxxx X. Xxxx
Xxxxx Xxxxxxxx
Xxxxxxxxx Xxxxx Xxxx XxXxxx Separate Property
Xxxx Xxxxx Xxxx
Xxxxx X. Xxxx and Xxxxxxxx Xxxx JT TEN
XXX FBO Xxx X. Xxxxxxx Xxxxxxxx LLC as Custodian
XXX FBO Xxxx Xxxx Xxxxxxxx LLC as Custodian
XXX FBO Xxxx Xxxxxx Xxxxxxxx LLC as Custodian Rollover Account
XXX FBO Xxxxxx Xxxxxxx Xxxxxxxx LLC as Custodian
XXX FBO Xxxxx X. Xxxx Xxxxxxxx LLC As Custodian
XXX FBO Xxxx X. Xxxx Xxxxxxxx LLC as Custodian
XXX FBO Xxxx Xxxx Xxxx Xxxxxxxx LLC as Custodian
XXX FBO Xxxxx X. Xxxxxx Xxxxxxxx LLC As Custodian Xxxx Account
XXX FBO Xxxx X. Xxxx Xxxxxxxx LLC as Custodian
XXX FBO Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx LLC as Custodian Rollover Account
XXX FBO Xxxxx X. Xxxxxxxx Xxxxxxxx LLC as Custodian
XXX FBO Xxxxxxx Xxxx Xxxxxxxx LLC as Custodian
XXX FBO: Xxxxxxxxx X. Xxxxxxx/Xxxxxxxx LLC as Custodian
Xxxxx X. Xxxxxxx Family Trust UAD 06/16/97, Xxx X. Xxxxxxx TTEE
Xxxxx Ventures, L.P.
Xxxxx X. Christmas
Xxxxxxx X. Xxxx Living Trust UAD 08/04/08, Xxxxxxx X. Xxxx TTEE
Xxxxxxxxx X. Xxxxxxx Children Trust Dtd. 2003 / Xxx Xxxx Trustee
Xxxxx X. Xxxxxxx
Xxxx Xxxx Xxxx
Xxxx X. Xxxxx TTEE Xxxx X. Xxxxx Non-Exempt Trust
M. St. Xxxx Xxxxxxxx
Xxxxx Xxxx SUCC TTEE FBO Xxxxx Xxxx Trustee UAD 12/01/83
Xxxxx Xxxx SUCC TTEE FBO Xxxxxx X. Xxxx, Xx. TTEE UAD 12/01/83
Xxxxx Xxxx SUCC TTEE FBO Xxxxxx Xxxx Trustee UAD 12/01/83
Xxxx Xxxxx TTEE FBO Xxxx X. Xxxxx Non-Exempt Trust
Xxxxxxx Xxxxx TTEE FBO Xxxxxxx X. Xxxxx Non-Exempt Trust
Xxxxxx X. Xxxx
Xxxxx X. Xxxxxx
Xxxxx Xxxx
Xxxx Xxxx and Xxxx X. Xxxx TIC
Platinum Business Investment Company, Ltd.
Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxxx, Jr.
Xxxxxxx Opportunity Fund (Institutional), X.X.
Xxxxxxx Opportunity Fund, L.P.
Xxxxx Xxxxxxx
Xxxxx Xxxxxxxx and Xxxx Xxxx Xxxxxxxx Xx. Ten
Xxxxx Xxxxx
Xxxxx X. Xxxxx
Trust No. 3 UAD 12/23/03, Xxxxx X. Xxxx TTEE FBO Xx Xxxxxx Xxxx
Xxxxxxx Xxxxx Xxxxxxx
