Filed by sedaredgar.com - Exploration Drilling International Inc. - Exhibit 10.1






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 28 day of
January, 2009.

BETWEEN:

JESKO BECK FINANCE S.A.
of Route de Soleure 12, 2072 Sait-Blaise, Switzerland

(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. Pursuant to a loan agreement dated March 14, 2008 (the
“First Loan Agreement”), the Corporation is indebted to the Subscriber in the
principal amount of EUR 13,000, with interest payable at a rate of 3.0% per
annum;

B. Pursuant to a loan agreement dated March 19, 2008 (the
“Second Loan Agreement”), the Corporation is further indebted to the Subscriber
in the principal amount of EUR 13,000 with interest payable at a rate of 5.0%
per annum; and

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




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THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS

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

	 	(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) 	
      “Interest Indebtedness” means EUR 772.75, being the total
      of the amounts owed by the Corporation to the Subscriber on account of
      interest payable under the First Loan Agreement and the Second Loan
      Agreement to December 31, 2008.

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

	 	 	 
	 	(f) 	
      “Principal Indebtedness” means EUR 26,000, being the
      total of the amounts owed by the Corporation to the Subscriber on account
      of principal under the First Loan Agreement and the Second Loan
      Agreement.

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

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

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

	 	 	 
	 	(j) 	
      "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.

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

	 	 	 
	 	(l) 	
      “Warrant” means one full share purchase warrant entitling
      the holder to purchase one additional share of Common Stock at a price of
      EUR 0.06 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.

	 	 	 
	 	(m) 	
      “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
Euros, 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
Five Hundred and Twenty Thousand




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(520,000) Units at a price equal to EUR 0.05 per Unit, or
EUR 26,000 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 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 Principal
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 Interest Indebtedness in the form of a check, bank draft or wire
transfer.

3.3 Upon the delivery by the Corporation of payment for the
Interest Indebtedness and a share certificate and warrant certificate
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, in connection with the First Loan Agreement and the
Second Loan Agreement.

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;







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	 	(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:




	 	(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 






5


  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 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 




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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 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.




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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 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: 	520,000 Units 
	 	 
	Signature of Subscriber or 	  
	Authorized Signatory for Subscriber: 	/s/ Jesko Beck 
	 	 
	Name of Authorized Signatory for Subscriber: 	Jesko Beck 
	 	 
	Name of Subscriber: 	JESKO BECK FINANCE S.A. 
	 	 
	Address of Subscriber: 	Route de Soleure 12 
	 	 
	  	2072
      Sait-Blaise 
	 	 
	  	Switzerland 
	 	 
	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: 	Chief Financial Officer and Treasurer