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Exhibit 1.1
 
 Superior Offshore International, Inc.
   PURCHASE AGREEMENT




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Superior Offshore International, Inc.
    PURCHASE AGREEMENT
  
     2




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Representations and Warranties
 Representations and Warranties by the Company
 Compliance with Registration Requirements
  3




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bona fide
 4




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Independent Accountants
 Financial Statements
 No Material Adverse Change in Business
 5




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Good Standing of the Company
 Good Standing of Subsidiaries
 Capitalization
 Authorization of Agreement
 Authorization and Description of Securities
 6




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Absence of Defaults and Conflicts
 Absence of Labor Dispute
 Absence of Proceedings
 7




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Accuracy of Exhibits
 Possession of Intellectual Property
 Absence of Further Requirements
 Absence of Manipulation
 Possession of Licenses and Permits
 8




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Title to Property
 Investment Company Act
 Environmental Laws
 Registration Rights
 9




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Accounting Controls
 Compliance with the Sarbanes-Oxley Act.
 Payment of Taxes
 Insurance
 10




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Statistical and Market-Related Data
 Foreign Corrupt Practices Act
 Money Laundering Laws
 Operation of Vessels
 Reserved Securities Sales
 11




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Representations and Warranties by the Selling Stockholders
 Accurate Disclosure
 Authorization of this Agreement
 Noncontravention
 Certificates Suitable for Transfer
 Valid Title
 Delivery of Securities
 12




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Absence of Manipulation
 Absence of Further Requirements
 No Association with NASD
 Reserved Securities Sales
 Officers Certificates
 Sale and Delivery to Underwriters; Closing
 Initial Securities
 13




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Option Securities
 Payment
   14




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Denominations; Registration
 Covenants of the Company and the Selling Stockholders
 Compliance with Securities Regulations and Commission Requests
 Filing of Amendments and Exchange Act Documents
 Delivery of Registration Statements
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Delivery of Prospectuses
 Continued Compliance with Securities Laws
 Blue Sky Qualifications provided however
 Rule 158
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Use of Proceeds
 Listing
 Restriction on Sale of Securities provided however
 Reporting Requirements
 Compliance with NASD Rules
 Issuer Free Writing Prospectuses
 17




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Payment of Expenses
 Expenses provided however
 Expenses of the Selling Stockholders
 Termination of Agreement
 18




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Allocation of Expenses
 Conditions of Underwriters Obligations
 Effectiveness of Registration Statement
 Opinion of Counsel for Company
 Opinion of General Counsel of the Company
 Opinion of Counsel for the Selling Stockholders.
 Opinion of Counsel for Underwriters
 Officers Certificate
 19




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Certificate of the Selling Stockholders
 Accountants Comfort Letter
 Bring-down Comfort Letter
 Approval of Listing
 No Objection
 Lock-up Agreements
 Reorganization.
 Conditions to Purchase of Option Securities
 Officers Certificate
 20




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Certificate of Louis E. Schaefer, Jr.
 Opinion of Counsel for Company
 Opinion of General Counsel of the Company
 Opinion of Counsel for Louis E. Schaefer, Jr.
 Opinion of Counsel for Underwriters
 Bring-down Comfort Letter
 Additional Documents
 Termination of Agreement
 21




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Indemnification
 Indemnification of Underwriters
    provided however
 provided however provided further
 22




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Indemnification of Company, Directors and Officers and Selling Stockholders
 Actions against Parties; Notification provided however
 Settlement without Consent if Failure to Reimburse
 23




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Indemnification for Reserved Securities
 Other Agreements with Respect to Indemnification
 Contribution
   24




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Representations, Warranties and Agreements to Survive
 Termination of Agreement
 Termination; General
 25




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Liabilities
 Default by One or More of the Underwriters
     26




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Default by one or more of the Selling Stockholders or the Company
  provided however
 Tax Disclosure
 Notices th
 No Advisory or Fiduciary Relationship
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Parties
 GOVERNING LAW
 TIME
 Counterparts
 Effect of Headings
 Signature page follows
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Very truly yours,SUPERIOR OFFSHORE INTERNATIONAL, INC.By:
    
    /s/ Louis E. Schaefer, Jr.Name: Louis E. Schaefer, Jr.Title: ChairmanSCHAEFER HOLDINGS, LPBy: Schaefer Holdings GP, LLC, its General PartnerBy:
    
    /s/ R. Joshua Koch, Jr.R. Joshua Koch, Jr.ManagerLOUIS E. SCHAEFER, JR./s/ Louis E. Schaefer, Jr.Louis E. Schaefer, Jr.
 Signature Page to Purchase Agreement




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By:
    
    /s/ Robert A. PachaAuthorized Signatory
  By:
    
    /s/ Lackland BloomAuthorized Signatory




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Number ofName of Underwriter
    
    Initial SecuritiesMerrill Lynch, Pierce, Fenner & Smith
Incorporated
    
    
    4,066,668J.P. Morgan Securities Inc.
    
    
    4,066,668Howard Weil Incorporated
    
    
    677,777Johnson Rice
& Company L.L.C.
    
    
    677,777Simmons & Company International
    
    
    677,777Total
    
    
    10,166,667




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Maximum NumberNumber of Initial
    
    of OptionSecurities to be
    
    Securities to BeSold
    
    SoldSuperior Offshore International, Inc.
    
    
    8,666,667Louis E. Schaefer, Jr.
    
    
    200,000
    
    
    
    1,525,000Schaefer Holdings, L.P.
    
    
    1,300,000Total
    
    
    10,166,667
    
    
    
    1,525,000




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1.
    
    The initial public offering price per share for the Securities, determined as provided in
said Section 2, shall be $15.00.2.
    
    The purchase price per share for the Securities to be paid by the several Underwriters shall
be $13.95, being an amount equal to the initial public offering price set forth above less
$1.05 per share; provided that the purchase price per share for any Option Securities
purchased upon the exercise of the overallotment option described in Section 2(b) shall be
reduced by an amount per share equal to any dividends or distributions declared by the Company
and payable on the Initial Securities but not payable on the Option Securities.




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1.
    
    Free Writing Prospectus filed with the Commission on April 20, 2007.




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Proposed Public Offering by Superior Offshore International, Inc.
     A-1




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th
  Very truly yours,Signature:Print Name:
 A-2