ENDEAVOUR INTERNATIONAL CORPORATION WARRANT AGREEMENT FOR THE PURCHASE OF SHARES OF COMMON STOCKWarrant Agreement • March 17th, 2014 • Endeavour International Corp • Crude petroleum & natural gas • New York
BY THIS WARRANT AGREEMENT (this “Warrant Agreement”), ENDEAVOUR INTERNATIONAL CORPORATION, a Nevada corporation (the “Company”), certifies that, for good and valuable consideration in connection with the issuance and sale of common stock and convertible notes by the Company to the Holder (as defined herein) on the date hereof, the receipt and sufficiency of which are hereby acknowledged, the Persons listed on the signature page hereto (along with their registered permitted assigns, each a “Holder”), are entitled to subscribe for and purchase from the Company, subject to the terms and conditions set forth herein, the respective number (subject to adjustment as set forth herein) of fully paid and non-assessable shares (the “Shares”) of the Company’s Common Stock (as defined herein) as set forth on Schedule 1 hereto, at a price per share as set forth on Schedule 1 hereto (the “Exercise Price”), subject to adjustment as set forth herein.
DATED 12 December 2013 ENDEAVOUR ENERGY UK LIMITED - and - SAND WAVES S.A.Endeavour International Corp • March 17th, 2014 • Crude petroleum & natural gas
(1)ENDEAVOUR ENERGY UK LIMITED, a company incorporated in England and Wales (registered number 05030838) whose registered office is at 33rd Floor, CityPoint, One Ropemaker Street, London EC2Y 9UE (the "Grantor"); and
Securities Purchase AgreementWarrant Agreement • March 17th, 2014 • Endeavour International Corp • Crude petroleum & natural gas • New York
Endeavour International Corporation, a Nevada corporation (the “Company”), together with Endeavour Operating Corporation, Endeavour Energy New Ventures Inc., END Management Company (each subsidiary individually a "Guarantor" and collectively, the "Guarantors"), addresses you as the Representative of each of the entities listed on Schedule A hereto (herein collectively called the "Purchasers"), and hereby confirms the agreement of the Company and the Guarantors (collectively, the "Endeavour Parties") with the several Purchasers as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2014 • Endeavour International Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of February 28, 2014 by and among Endeavour International Corporation, a Nevada corporation (the "Company"), and the purchasers of the Company's Common Stock (as that term is defined herein), Warrants (as that term is defined herein) and Convertible Notes (as that term is defined herein) listed on Exhibit A hereto (each, an "Investor" and collectively the "Investors").
AGREEMENT 24, 2014Intellectual Property Security Agreement • March 17th, 2014 • Endeavour International Corp • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT, dated as of January 24, 2014 (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), is by and among ENDEAVOUR INTERNATIONAL HOLDING B.V., a besloten vennootschap organized under the laws of the Netherlands and registered with the chamber of commerce under 34229293 (“EIH”), END FINCO LLC, a Delaware limited liability company and a wholly-owned subsidiary of EIH (“DE Borrower” and, together with EIH, the “Borrowers”, and each, a “Borrower”), Endeavour International Corporation, a Nevada corporation (“Holdings”), the Lenders party hereto from time to time, CREDIT SUISSE AG, acting through one or more of its branches or affiliates (“Credit Suisse”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
DATED 12 December 2013 ENDEAVOUR ENERGY UK LIMITED - and - SAND WAVES S.A. SALE AND PURCHASE AGREEMENT relating to the grant of a Production Payment over interests in United Kingdom Seaward Production Licence P.1615 (Block 15/26c) and Seaward...Sale and Purchase Agreement • March 17th, 2014 • Endeavour International Corp • Crude petroleum & natural gas
(A)As at the date of this Agreement, the Seller holds a fifty percent (50%) legal and beneficial right, title and interest in Licence P.1615 (Block 15/26c) and a fifty-five point six one five percent (55.615%) legal and beneficial right, title and interest in Licence P.226 (Block 15/27 Area E), and a forty-four percent (44%) participating unit interest under the Rochelle UUOA.
ENDEAVOUR INTERNATIONAL CORPORATION as Issuer AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF as Guarantors AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee Indenture Dated as of March 3, 2014Indenture • March 17th, 2014 • Endeavour International Corp • Crude petroleum & natural gas • New York
LC PROCUREMENT AGREEMENTSecurity Agreement • March 17th, 2014 • Endeavour International Corp • Crude petroleum & natural gas • New York
This LC PROCUREMENT AGREEMENT, dated as of January 24, 2014 (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), is by and among Endeavour International Corporation, a Nevada corporation (“Holdings”), Endeavour Energy UK Limited, a private limited company registered in England and Wales (the “Payer”), LC Finco S.à.r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at 40, avenue Monterey, L-2163 Luxembourg, in the process of being registered with the Luxembourg Register of Commerce and Companies and having a share capital of $20,000 (the “Payee”), and Credit Suisse AG, acting through one or more of its branches or affiliates, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”).
