0001062993-09-001059 Sample Contracts

TRUST INDENTURE DATED AS OF THE 26TH DAY OF FEBRUARY, 2009 BETWEEN ENDEAVOUR SILVER CORP. AND COMPUTERSHARE TRUST COMPANY OF CANADA PROVIDING FOR THE ISSUE OF DEBENTURES

Trust Indenture • March 31st, 2009 • Endeavour Silver Corp • Gold and silver ores • British Columbia

• Contract Type
  Trust Indenture
• Filed
  March 31st, 2009
• Company
  Endeavour Silver Corp
• Industry
  Gold and silver ores
• Jurisdiction
  British Columbia

ENDEAVOUR SILVER CORP., a corporation incorporated under the laws of the Province of British Columbia and having its head office in the City of Vancouver, in the Province of British Columbia (hereinafter called the “Corporation”)

SUBSCRIPTION AGREEMENT

Subscription Agreement • March 31st, 2009 • Endeavour Silver Corp • Gold and silver ores • British Columbia

• Contract Type
  Subscription Agreement
• Filed
  March 31st, 2009
• Company
  Endeavour Silver Corp
• Industry
  Gold and silver ores
• Jurisdiction
  British Columbia

Amount: Up to CDN$8.0 million. The Company has given the Agents the option to sell up to an additional CDN$6.0 million of Debentures on or before the closing of the transactions contemplated by this term sheet (the “Closing”).

CDN$14,000,000 Subordinated Unsecured Convertible Redeemable Debentures ENDEAVOUR SILVER CORP. PLACEMENT AGENCY AGREEMENT

Placement Agency Agreement • March 31st, 2009 • Endeavour Silver Corp • Gold and silver ores • New York

• Contract Type
  Placement Agency Agreement
• Filed
  March 31st, 2009
• Company
  Endeavour Silver Corp
• Industry
  Gold and silver ores
• Jurisdiction
  New York

Endeavour Silver Corp., a corporation organized under the laws of the Province of British Columbia, Canada (the “Company”), proposes to issue and sell to one or more qualified investors (each a “Purchaser” and collectively, the “Purchasers”), pursuant to the terms of this Placement Agent Agreement (this “Agreement”), the Subscription Agreement in the form of Exhibit A attached hereto (the “Subscription Agreement”), the Indenture in the form of Exhibit B attached hereto (the “Indenture”), the Warrants (as defined below) in the form of Exhibit C attached hereto and (the Warrants, together with this Agreement, the Subscription Agreements, the Indenture, the Notes (as defined below) and any other documents or agreements entered into in connection with the Offering, the “Offering Documents”), up to CDN$14 million in aggregate principal amount of convertible debentures (the “Notes”) (with the principal amount of each debenture equal to CDN$1,000), which are convertible, based on an initial c