0001104659-06-034492 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF JANUARY 22, 2001 AS AMENDED AND RESTATED AS OF MAY 17, 2001 BETWEEN CANADIAN SUPERIOR ENERGY INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA AS RIGHTS AGENT
Shareholder Rights Plan Agreement • May 12th, 2006 • Canadian Superior Energy Inc • Crude petroleum & natural gas • Alberta

MEMORANDUM OF AGREEMENT, dated as of January 22, 2001, as amended and restated as of May 17, 2001, between Canadian Superior Energy Inc. (“Canadian Superior”) a corporation incorporated under the Business Corporations Act (Alberta), and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Rights Agent”);

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 12th, 2006 • Canadian Superior Energy Inc • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2006, by and among Canadian Superior Energy Inc., a corporation incorporated under the laws of the Province of Alberta, Canada (the “Company”), and West Coast Asset Opportunity Fund, LLC Inc., a Delaware limited liability company (“Purchaser” and collectively with any permitted transferees hereunder, the “Purchasers”).

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