REGISTRATION RIGHTS AGREEMENT
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"), the parties set forth Exhibit A hereto (each, a "PURCHASER" and collectively, the
"PURCHASERS"), and the parties set forth on the signature page.
R E C I T A L S:
A. The Purchasers have purchased shares of the Company's Common Stock (as defined below) pursuant to
Subscription Agreements (each, a "SUBSCRIPTION AGREEMENT" and collectively, the "SUBSCRIPTION
AGREEMENTS") by and between the Company and each Purchaser.
B. The Company has issued a warrant (the "WARRANT") to purchase shares of the Company's Common Stock
to Sanders Morris Harris Inc., a Texas corporation ("SMH").
C. Lancer Offshore, Inc., an international business company organized under the laws of the British Virgin
Islands, and Lancer Partners, LP, a Connecticut limited partnership (together, "LANCER"), own shares of the
Company's Common Stock.
D. The Company, the Purchasers, SMH, and Lancer desire to set forth the registration rights to be granted by
the Company to the Purchasers, SMH, and Lancer.
NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and
conditions set forth herein, in the Subscription Agreements, or otherwise, the parties mutually agree as follows:
A G R E E M E N T:
1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective
"Blackout Period" means, with respect to a registration, a period in each case commencing on the day
immediately after the Company notifies the Purchasers, SMH, and Lancer that they are required, pursuant to
Section 4(f), to suspend offers and sales of Registrable Securities during which the Company, in the good faith
judgment of its Board of Directors, determines (because of the existence of, or in anticipation of, any acquisition