ENDEAVOUR INTERNATIONAL CORPORATION 35,000,000 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • October 25th, 2006 • Endeavour International Corp • Crude petroleum & natural gas • New York
Endeavour International Corporation, a Nevada corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 35,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 5,250,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
ENDEAVOUR INTERNATIONAL CORPORATION SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENTSubscription and Registration Rights Agreement • October 25th, 2006 • Endeavour International Corp • Crude petroleum & natural gas • New York
This Subscription and Registration Rights Agreement (this “Agreement”), made as of the date set forth below by and between Endeavour International Corporation, a Nevada corporation (the “Company”), and the Persons listed on Schedule A attached hereto (each such Person an “Investor”), sets forth certain representations, covenants and agreements between the Company and the Investors, with respect to the sale by the Company of 125,000 shares of Series A Preferred Stock (“Series A Preferred Stock”), par value $0.001 per share, having the terms set forth in the Certificate of Designation of Series A Preferred Stock of the Company (the “Certificate”), a copy of which is attached hereto as Annex A. The Certificate provides that, subject to the Company obtaining the requisite stockholder approval for the Amex Approval Proposal (as defined in Section 6(p) below), the Company shall issue, in exchange for each of the outstanding shares of Series A Preferred Stock, one share of Series C Preferred
