0001104659-04-006705 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2004 • Ritchie Capital Management LLC • Crude petroleum & natural gas • Texas

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”), and the parties set forth on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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SCHEDULE 13D JOINT FILING AGREEMENT
Joint Filing Agreement • March 9th, 2004 • Ritchie Capital Management LLC • Crude petroleum & natural gas

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

AMENDMENT TO STOCK ACQUISITION AGREEMENT
Stock Acquisition Agreement • March 9th, 2004 • Ritchie Capital Management LLC • Crude petroleum & natural gas • New York

This Amendment to the Stock Acquisition Agreement (the “Amendment”) is entered into as of December 30, 2003, by and between RAM TRADING, LTD., a Cayman Islands exempt company (“Seller”) and CONTINENTAL SOUTHERN RESOURCES, INC., a Nevada corporation (“Purchaser”). Capitalized terms that are not defined and used herein shall have the respective meanings set forth in the Agreement (as defined below).

AMENDMENT TO STOCK ACQUISITION AGREEMENT
Stock Acquisition Agreement • March 9th, 2004 • Ritchie Capital Management LLC • Crude petroleum & natural gas • Florida

This Amendment to the Stock Acquisition Agreement (the “Amendment”) is entered into the day of December, 2003, by and among RAM TRADING, LTD., a Cayman Islands exempt company (“Purchaser”), LANCER OFFSHORE, INC., a British Virgin Islands company (“Lancer Offshore”) and LANCER PARTNERS, L.P., a Connecticut limited partnership (“Lancer Partners”)(together with Lancer Offshore, the “Sellers,” each a “Seller.”). Capitalized terms that are not defined and used herein shall have the respective meanings set forth in the Agreement (as defined below).

CONFIDENTIAL LOCK-UP AGREEMENT
Confidential Lock-Up Agreement • March 9th, 2004 • Ritchie Capital Management LLC • Crude petroleum & natural gas
STOCK ACQUISITION AGREEMENT AMONG RAM TRADING, LTD. LANCER OFFSHORE, INC. AND LANCER PARTNERS, L.P. DATED AS OF DECEMBER 16, 2003
Stock Acquisition Agreement • March 9th, 2004 • Ritchie Capital Management LLC • Crude petroleum & natural gas • Florida

This Stock Acquisition Agreement (this “Agreement”), dated as of December 16, 2003, is entered into by and among RAM Trading, Ltd., a Cayman Islands exempt company (“Purchaser”), Lancer Offshore, Inc., a British Virgin Islands company (“Lancer Offshore”), and Lancer Partners, L.P., a Connecticut limited partnership (“Lancer Partners”).

STOCK ACQUISITION AGREEMENT BETWEEN CONTINENTAL SOUTHERN RESOURCES, INC. AND RAM TRADING, LTD. DATED AS OF DECEMBER 16, 2003
Stock Acquisition Agreement • March 9th, 2004 • Ritchie Capital Management LLC • Crude petroleum & natural gas • New York

This Stock Acquisition Agreement (this “Agreement”), dated as of December 16, 2003, is entered into by and between Continental Southern Resources, Inc., a Nevada corporation (“Purchaser”) and RAM Trading, Ltd., a Cayman Islands exempt company (“Seller”).

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