Filed by sedaredgar.com - Exploration Drilling International Inc. - Exhibit 10.3






THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED
IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT.
UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


REGULATION S SUBSCRIPTION 
AND DEBT SETTLEMENT
AGREEMENT

THIS AGREEMENT is made effective as of the 31st day of
January, 2009.

	 BETWEEN: 	 	  
	 	 	  
	 	TORBAY
      HOLDINGS INC. of 	  
	 	World Trade Centre,
      Suite 1-A No. 5, El Cangrejo 	 
	 	Panama City,
      Republic of Panama 	  
	 	 	  
	 	(hereinafter called
      the "Subscriber") 	  
	 	 	OF THE FIRST PART
    
	 	 	  
	 AND: 	 	  
	 	EXPLORATION
      DRILLING INTERNATIONAL INC., a 	 
	 	Nevada corporation,
      of Mendelstraße 11,	 
	 	Technologiehof,
      D-48149, Münster, Germany 	  
	 	 	  
	 	(hereinafter called
      the “Corporation") 	  
	 	 	OF THE SECOND PART
    


WHEREAS:

A.      The Corporation is indebted to
the Subscriber in the principal amount of US $80,711.71;

B.      The Subscriber and the
Corporation wish to settle the amounts owed by the Corporation to the Subscriber
by the issuance of shares of the Corporation’s common stock, share purchase
warrants to acquire additional shares of the Corporation’s common stock on the
terms and conditions set out in this Agreement,

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.       
DEFINITIONS

1.1      The following terms will have
the following meanings for all purposes of this Agreement:




2

	 	(a) 	
      "Agreement" means this Agreement, and all appendices,
      schedules and amendments to the Agreement.

	 	 	 
	 	(b) 	
      “Common Stock” means the common stock of the Corporation,
      par value $0.001 per share.

	 	 	 
	 	(c) 	
      "Exchange Act" means the United States Securities
      Exchange Act of 1934, as amended.

	 	 	 
	 	(d) 	
      “Offering" means the offering of the Units by the
      Corporation.

	 	 	 
	 	(e) 	
      “Indebtedness” means the total of the amounts owed by the
      Corporation to the Subscriber including all principal and interest on any
      loans, advances, promissory notes, or other obligations of the Corporation
      to the Subscriber including any amounts assigned to the Subscriber by
      Crystalwood Holdings Ltd. or Walter P.W. Notter.

	 	 	 
	 	(f) 	
      “Purchase Price” means the purchase price for the Units
      as set out in Section 2.1 of this Agreement.

	 	 	 
	 	(g) 	
      "SEC" means the United States Securities and Exchange
      Commission.

	 	 	 
	 	(h) 	
      "Securities Act" means the United States Securities Act
      of 1933, as amended.

	 	 	 
	 	(i) 	
      "Shares" means those shares of Common Stock to be issued
      by the Corporation to the Subscriber subject to the terms and conditions
      of this Agreement, and comprising a portion of the Units.

	 	 	 
	 	(j) 	
      “Unit” means a unit consisting of one (1) Share and one
      (1) Warrant.

	 	 	 
	 	(k) 	
      “Warrant” means one full share purchase warrant entitling
      the holder to purchase one additional share of Common Stock at a price of
      US $0.07 per share during the period from the date of issue to the date
      that is two (2) years from the date of issue, and comprising a portion of
      the Units.

	 	 	 
	 	(l) 	
      “Warrant Shares” means the shares of Common Stock
      issuable upon the proper exercise of the Warrants.



1.2      All dollar amounts referred
to in this agreement are in United States Dollars, unless expressly stated
otherwise.

2.        PURCHASE AND
SALE OF SHARES

2.1      Subject to the terms and
conditions of this Agreement, the Subscriber hereby subscribes for and agrees to
purchase from the Corporation 1,614,234 Units at a price equal to US $0.05
per Unit, or US $80,711.71 in the aggregate. Upon execution of this
Agreement by the Subscriber, the subscription by the Subscriber for the Units
set out above will be irrevocable.

2.2      Notwithstanding any other
provision of this Agreement, the Corporation’s obligation to issue Units to the
Subscriber under the terms of this Agreement is conditional upon the Offering
and the sale of the Units to the Subscriber complying with all securities laws
and other applicable laws of the jurisdiction in which the Subscriber is
resident. The Subscriber agrees to deliver to the Corporation all other
documentation, agreements, representations and requisite government forms 




3

required by the lawyers for the Corporation as required to
comply with all securities laws and other applicable laws of the jurisdiction of
the Subscriber.

2.3      The Subscriber hereby
authorizes and directs the Corporation to deliver the securities to be issued to
such Subscriber pursuant to this Agreement to the Subscriber’s address indicated
on the signature page of this Agreement.

3.        SETTLEMENT OF
INDEBTEDNESS

3.1      The Corporation and the
Subscriber agree to offset the full amount of the Purchase Price against the
full amount of the Indebtedness.

3.2      Forthwith upon the execution
of this Agreement by the Subscriber and the Corporation, the Corporation agrees
to deliver to the Subscriber a share certificate and a warrant certificate
representing the Shares and Warrants issuable under this Agreement, together
with payment for the full amount of the Indebtedness in the form of a check,
bank draft or wire transfer.

3.3      Upon the delivery by the
Corporation of the share and warrant certificates representing the Shares and
Warrants issuable under this Agreement, the Subscriber agrees to remise, release
and forever discharge the Corporation and its directors, officers, servants and
agents (collectively the “Releasees”) from any and all debts, obligations,
claims, demands, dues, actions and causes of action whatsoever, at law or in
equity, and whether known or unknown, suspected or unsuspected which the
Subscriber has or may in the future have against the Releasees or any of
them.

4.        REGULATION S
AGREEMENTS OF THE SUBSCRIBER

4.1      The Subscriber represents and
warrants to the Corporation that the Subscriber is not a “U.S. Person” as
defined by Regulation S of the Securities Act and is not acquiring the Units for
the account or benefit of a U.S. Person.

A “U.S. Person” is defined by
Regulation S of the Securities Act to be any person who is:

	 	(a) 	
      any natural person resident in the United
      States;

	 	 	 
	 	(b) 	
      any partnership or corporation organized or
      incorporated under the laws of the United States;

	 	 	 
	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
      person;

	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity located in
      the United States;

	 	 	 
	 	(f) 	
      any non-discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary for
      the benefit or account of a U.S. person;

	 	 	 
	 	(g) 	
      any discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporate, or (if an individual) resident in the United States;
      and

	 	 	 
	 	(h) 	
      any partnership or corporation
  if:







4

	 	(i) 	
      organized or incorporated under the laws of any
      foreign jurisdiction; and

	 	 	 
	 	(ii) 	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Securities Act, unless it
      is organized or incorporated, and owned, by accredited Subscribers [as
      defined in Section 230.501(a) of the Securities Act] who are not natural
      persons, estates or trusts.



4.2      The Subscriber acknowledges
that the Subscriber was not in the United States at the time the offer to
purchase the Units was received. 

4.3      The Subscriber acknowledges
that the Units, the Shares, the Warrants and the Warrant Shares are “restricted
securities” within the meaning of the Securities Act and will be issued to the
Subscriber in accordance with Regulation S of the Securities Act.

4.4      The Subscriber agrees not to
engage in hedging transactions with regard to the Units, the Shares, the
Warrants or the Warrant Shares unless in compliance with the Securities Act.

4.5      The Subscriber and the
Corporation agree that the Corporation will refuse to register any transfer of
the Units, the Shares, the Warrants or the Warrant Shares not made in accordance
with the provisions of Regulation S of the Securities Act, pursuant to
registration under the Securities Act, pursuant to an available exemption from
registration, or pursuant to this Agreement. 

4.6      The Subscriber agrees to
resell the Units, the Shares, the Warrants and the Warrant Shares only in
accordance with the provisions of Regulation S of the Securities Act, pursuant
to registration under the Securities Act, or pursuant to an available exemption
from registration pursuant to the Securities Act.

4.7      The Subscriber acknowledges
and agrees that all certificates representing the Units, the Shares, the
Warrants and the Warrant Shares will be endorsed with the following legend in
accordance with Regulation S of the Securities Act: 

	 	 	 
	 	
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
      “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
      PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT.
      SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
      OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE
      SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
      WITH THE SECURITIES ACT.” 
	 


5.        REPRESENTATIONS
AND WARRANTIES OF THE SUBSCRIBER

The Subscriber, represents and warrants to the Corporation as
follows, and acknowledges that the Corporation is relying upon such
representations and warranties in entering into this Agreement:

5.1      The Subscriber is an investor
in securities of companies in the development stage and acknowledges that it is
able to fend for itself, can bear the economic risk of its investment, and 




5

has such knowledge and experience in financial or business
matters such that it is capable of evaluating the merits and risks of the
investment in the Units, the Shares, the Warrants and the Warrant Shares. The
Subscriber can bear the economic risk of this investment, and was not organized
for the purpose of acquiring the Units, the Shares, the Warrants or the Warrant
Shares.

5.2      The Subscriber has had full
opportunity to review the Corporation’s filings with the SEC pursuant to the
Exchange Act, including the Corporation’s annual reports on Form 10-KSB or Form
10-K and quarterly reports on Form 10-QSB or Form 10-Q, and additional
information regarding the business and financial condition of the Corporation.
The Subscriber believes it has received all the information it considers
necessary or appropriate for deciding whether to purchase the Units, the Shares,
the Warrants or the Warrant Shares. The Subscriber further represents that it
has had an opportunity to ask questions and receive answers from the Corporation
regarding the terms and conditions of the Offering and the business, properties,
prospects and financial condition of the Corporation. The Subscriber has had
full opportunity to discuss this information with the Subscriber’s legal and
financial advisers prior to execution of this Agreement.

5.3      The Subscriber acknowledges
that the offering of the Units, the Shares, the Warrants and the Warrant Shares
by the Corporation has not been reviewed by the SEC and that the Units, the
Shares, the Warrants and the Warrant Shares are being issued by the Corporation
pursuant to an exemption from registration under the Securities Act.

5.4      The Subscribers understands
that the Units, the Shares, the Warrants and the Warrant Shares it is purchasing
are characterized as "restricted securities" under the Securities Act inasmuch
as they are being acquired from the Corporation in a transaction not involving a
public offering and that under such laws and applicable regulations such
securities may be resold without registration under the Securities Act only in
certain limited circumstances. The Subscriber represents that it is familiar
with SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.

5.5      The Units, the Shares, the
Warrants and the Warrant Shares will be acquired by the Subscriber for
investment for the Subscriber's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that the
Subscriber has no present intention of selling, granting any participation in,
or otherwise distributing the same. The Subscriber does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Units, the Shares, the Warrants or the Warrant Shares.

5.6      The Subscriber recognizes
that the purchase of the Units, the Shares, the Warrants and the Warrant Shares
involves a high degree of risk in that the Corporation is in the early stages of
development of its business and may require substantial funds in addition to the
proceeds of this private placement. The Subscriber further recognizes that an
investment in the Corporation is highly speculative and only persons who can
afford the loss of their entire investment should consider investing in the
Corporation, the Units, the Shares, the Warrants or the Warrant Shares. The
Subscriber is financially able to bear the economic risk of an investment in the
Corporation and its securities.

5.7      The Subscriber is not aware
of any advertisement of the Units, the Shares, the Warrants or the Warrant
Shares.

5.8      This Agreement has been duly
authorized, validly executed and delivered by the Subscriber.

5.9      The Subscriber has satisfied
himself or herself as to the full observance of the laws of his or her
jurisdiction in connection with any invitation to subscribe for the Units, the
Shares, the 




6

Warrants or the Warrant Shares or any use of this Agreement,
including (i) the legal requirements within his jurisdiction for the purchase of
the Units, the Shares, the Warrants or the Warrant Shares; (ii) any foreign
exchange restrictions applicable to such purchase; (iii) any governmental or
other consents that may need to be obtained; (iv) the income tax and other tax
consequences, if any, that may be relevant to an investment in the Units, the
Shares, the Warrants or the Warrant Shares; and (v) any restrictions on transfer
applicable to any disposition of the Units, the Shares, the Warrants and the
Warrant Shares imposed by the jurisdiction in which the Subscriber is
resident.

6.        REPRESENTATIONS
AND WARRANTIES OF THE CORPORATION

The Corporation, represents and warrants to the Subscriber as
follows, and acknowledges that the Subscriber is relying upon such
representations and warranties in entering into this Agreement:

6.1      The Corporation has the right
and authority to enter into this Agreement and to issue the Shares, the Warrants
and the Warrant Shares to the Subscriber, both on the terms and conditions set
out herein.

6.2      The Shares and, when issued
upon the proper exercise of the Warrants in accordance with the terms and
conditions set out therein, the Warrant Shares will be validly issued, fully
paid and non-assessable shares in the Common Stock of the Corporation

7.       
MISCELLANEOUS

7.1      Any notice or other
communication given hereunder shall be deemed sufficient if in writing and sent
by registered or certified mail, return receipt requested, addressed to the
Corporation, at its corporate office at Mendelstraße 11, Technologiehof,
D-48149, Münster, Germany, Attention: Guenter Thiemann, Chief Financial Officer,
and to the Subscriber at its address indicated on the last page of this
Agreement. Notices shall be deemed to have been given on the date of mailing,
except notices of change of address, which shall be deemed to have been given
when received.

7.2      The parties agree to execute
and deliver all such further documents, agreements and instruments and take such
other and further action as may be necessary or appropriate to carry out the
purposes and intent of this Agreement.

7.3      This Agreement supersedes any
prior written or oral agreements or understandings between the parties relating
to the subject matter hereof.

7.4      Notwithstanding the place
where this Agreement may be executed by any of the parties hereto, the parties
expressly agree that all the terms and provisions hereof shall be construed in
accordance with and governed by the laws of the State of Nevada.

7.5      This Agreement shall enure to
the benefit of and be binding upon the parties hereto and their respective
heirs, legal representatives, successors and permitted assigns.

7.6      Time shall be of the essence
of this Agreement.

7.7      This Agreement is intended to
be performed in accordance with, and only to the extent permitted by, all
applicable laws, ordinances, rules and regulations. If any provision of this
Agreement, or the application thereof to any person or circumstance, shall, for
any reason and to any extent, be held illegal, invalid or unenforceable, such
provision shall be severed herefrom and be ineffective to the extent of such
illegality, invalidity and unenforceability, and such illegality, invalidity and
unenforceability shall not affect or impair the remaining provisions hereof and
the application of 




7

such provisions to other persons or circumstances, all of which
shall be enforced to the greatest extent permitted by law.

7.8      All covenants, agreements,
representations on the part of each of the parties, notwithstanding any
investigations or enquiries made by any of the parties prior to closing or the
waiver of any condition by any of the parties, shall survive the date
hereof.

7.9      This Agreement may be
executed in one or more counterparts, all of which will be considered one and
the same agreement and will become effective when one or more counterparts have
been signed by each party and delivered to the other party, it being understood
that all parties need not sign the same counterpart

IN WITNESS WHEREOF, this Agreement is executed as of the
day and year first written above.

	Number of Units: 	1,614,234 Units 
	 	 
	Signature of Subscriber or 	  
	Authorized Signatory for Subscriber: 	/s/ Marisela Simmons 
	 	 
	Name of Authorized Signatory for Subscriber: 	Marisela Simmons 
	 	 
	Name of Subscriber: 	Torbay Holdings Inc. 
	 	 
	Address of Subscriber: 	World Trade Centre, Suite 1-A No. 5, El Cangrejo 
	  	Panama City, Republic of Panama 
	  	  
	Jurisdiction of Incorporation of Subscriber: 	 
    


EXPLORATION DRILLING INTERNATIONAL INC.

	Signature Of Authorized Signatory: 	/s/ Guenter Thiemann 
	 	 
	Name of Authorized Signatory: 	Guenter Thiemann 
	 	 
	Position of Authorized Signatory: 	Treasurer & Chief Financial Officer