TRANSMERIDIAN EXPLORATION, INC. Senior Secured Notes due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2005 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
COMMON STOCK PURCHASE WARRANT To Purchase 550,000 Shares of Common Stock of TRANSMERIDIAN EXPLORATION INCORPORATEDWarrant Agreement • August 9th, 2007 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Texas
IN WITNESS WHEREOF, the Holder has caused this Investment Representation Letter to be executed in its corporate name by its duly authorized officer this day of 20 .
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 10th, 2007 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
This Agreement is being entered into pursuant to the Warrant Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).
RECITALSPurchase and Sale of Shares • May 15th, 2001 • Transmeridian Exploration Inc • England
Exhibit 10.10 BANK LOAN AGREEMENT NO. 3086/10Bank Loan Agreement • October 3rd, 2001 • Transmeridian Exploration Inc • Crude petroleum & natural gas
WARRANT AGREEMENT Dated as of December 12, 2005 Between TRANSMERIDIAN EXPLORATION INCORPORATED and THE BANK OF NEW YORK as Warrant AgentWarrant Agreement • December 16th, 2005 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of December 12, 2005 (the “Effective Date”), is by and between Transmeridian Exploration Incorporated, a Delaware corporation (together with any successor thereto, the “Company”), and The Bank of New York, as warrant agent (together with any successor thereto, the “Warrant Agent”).
RECITALSAgreement for the Purchase and Sale of Shares • May 15th, 2001 • Transmeridian Exploration Inc
TRANSMERIDIAN EXPLORATION INCORPORATED SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION Effective April 25, 2007Subscription Agreement • August 9th, 2007 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Texas
THE COMMON STOCK OF TRANSMERIDIAN EXPLORATION INCORPORATED ISSUED PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THERE ARE RESTRICTIONS ON THE TRANSFERABILITY OF THE COMMON STOCK WHICH ARE DESCRIBED IN SECTION 3 OF THIS SUBSCRIPTION AGREEMENT.
AGREEMENT AND PLAN OF MERGER dated as of December 31, 2007 among TRANS MERIDIAN INTERNATIONAL, INC. TME MERGER SUB, INC. and TRANSMERIDIAN EXPLORATION INCORPORATEDMerger Agreement • January 2nd, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 31, 2007, among TRANS MERIDIAN INTERNATIONAL, INC., a British Virgin Islands company (“Parent”), TME Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and TRANSMERIDIAN EXPLORATION INCORPORATED, a Delaware corporation (the “Company”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 9th, 2007 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Texas
This Investor Rights Agreement (this “Agreement”) is entered into as of July 9, 2007 by and between Transmeridian Exploration Incorporated, a Delaware corporation (the “Company”), and Jefferies & Company, Inc., (the “Investor” and, individually or with any subsequent holders of Registrable Securities, a “Holder”).
CONDITIONAL SHARE TRANSFER AGREEMENTConditional Share Transfer Agreement • March 16th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas
JSC TuranAlem Securities, a joint stock company registered under the laws of Kazakhstan and holding broker-dealer license No. 0401200159, as Securities Agent under the Securities Agency Agreement of even date, acting on behalf of The Bank of New York, as trustee under the Indenture described below (in such capacity, together with its successors and assigns in such capacity, the “Securities Agent”), and
SECURITIES AGENCY AGREEMENTSecurities Agency Agreement • March 16th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS SECURITIES AGENCY AGREEMENT (this “Agreement”) dated as of January 3, 2006 is entered into by and among THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture (as defined herein) (the “Trustee”), JSC TuranAlem Securities, a Kazakhstan joint stock company incorporated under the laws of Kazakhstan, No. 14024-1910-T00, broker-dealer license No. 0401200159, as Securities Agent in the Republic of Kazakhstan (the “Securities Agent”), and TRANSMERIDIAN EXPLORATION, INC. (“TME”), a company incorporated under the laws of the British Virgin Islands and BRAMEX MANAGEMENT, INC. (“Bramex”), a company incorporated under the laws of the British Virgin Islands (Bramex, together with TME, the “Issuer”).
Form of Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • May 10th, 2007 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Texas
This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into and made as of , 20 (the “Date of Grant”), between Transmeridian Exploration Incorporated, a Delaware corporation (together with its affiliated entities, the “Company”), and (the “Optionee”). The Optionee serves as of the Company, and the Company desires, pursuant to its 2006 Incentive Plan (the “Plan”), to afford an incentive to the Optionee by granting an option to purchase shares of the common stock, par value $0.0006 per share, of the Company (the “Common Stock”).
AGREEMENT FOR BROKERAGE SERVICES (INCLUDING CUSTODY SERVICES)Brokerage Services Agreement • March 16th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas
PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT by and among Transmeridian Exploration, Inc., as Issuer and Seller and the parties named herein, as Purchasers with respect to Seller's Series A Cumulative Convertible Preferred Stock and Warrants to...Preferred Stock and Warrant Purchase Agreement • November 15th, 2004 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") dated as of November 12, 2004, by and among Transmeridian Exploration, Inc., a Delaware corporation (the "Seller") and each of the persons listed on Schedule 1 hereto (each is individually referred to as a "Purchaser" and collectively, as the "Purchasers").
AMENDED AND RESTATED CONDITIONAL SHARE TRANSFER AGREEMENTConditional Share Transfer Agreement • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas
THIS AMENDED AND RESTATED CONDITIONAL SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of October 24, 2008, is entered into among:
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT between UNITED ENERGY GROUP LIMITED and TRANSMERIDIAN EXPLORATION INCORPORATED Dated as of June 11, 2008 and Amended and Restated as of September 22, 2008Investor Rights Agreement • September 23rd, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of June 11, 2008 and amended and restated as of September 22, 2008 (this “Agreement”), by and between UNITED ENERGY GROUP LIMITED, an exempted company with limited liability existing under the laws of Bermuda (“Investor”), and TRANSMERIDIAN EXPLORATION INCORPORATED, a Delaware corporation (the “Company”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Investment Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • December 16th, 2005 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
This ESCROW AGREEMENT (this “Agreement”), dated as of December 12, 2005, is by and among The Bank of New York, as escrow agent (in such capacity, the “Escrow Agent”), The Bank of New York, as Trustee (in such capacity, the “Trustee”) under the Indenture (as defined herein), and Transmeridian Exploration, Inc., a British Virgin Islands company (the “Company”).
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of October 24, 2008, is by and among Transmeridian Exploration Inc., a British Virgin Islands company (“Pledgor”), The Bank of New York Mellon (formerly known as The Bank of New York), in its capacity as Collateral Agent for the benefit of the Secured Parties referred to below (in such capacity, the “Collateral Agent”), The Bank of New York Mellon, in its capacity as trustee under the Original Indenture referred to below (in such capacity, the “Original Trustee”), and The Bank of New York Mellon, in its capacity as trustee under the New Indenture referred to below (in such capacity, the “New Trustee”).
AMENDED AND RESTATED INVESTMENT AGREEMENT between UNITED ENERGY GROUP LIMITED and TRANSMERIDIAN EXPLORATION INCORPORATED Dated as of June 11, 2008 and Amended and Restated as of September 22, 2008Investment Agreement • September 23rd, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
TRANSMERIDIAN EXPLORATION INCORPORATED, a Delaware corporation (the “COMPANY”), does hereby certify that pursuant to the authority expressly granted to and vested in the Board of Directors by the provisions of Article Fourth of the Amended and Restated Certificate of Incorporation of the Company, as amended from time to time (the “CERTIFICATE OF INCORPORATION”), and pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), the Pricing Committee (the “PRICING COMMITTEE”) designated by the Board of Directors (the “BOARD OF DIRECTORS”) by resolution adopted on November 28, 2006, duly approved and adopted the following resolution, which resolution remains in full force and effect on the date of filing of the Certificate of Amendment to the Certificate of Designations of the Redeemable Convertible Preferred Stock:
CONTRACTExploration Contract • October 3rd, 2001 • Transmeridian Exploration Inc • Crude petroleum & natural gas
CONTRACT for production of hydrocarbons in South Alibek Oil Field located within the limits of blocks XXII-23 A (partially), D (partially), and E (partially) in the territory of Mugalzhar (Mugodzhar) region, Aktyubinskaya Oblast, Republic of...Contract for Production of Hydrocarbons • March 16th, 2007 • Transmeridian Exploration Inc • Crude petroleum & natural gas
This Contract for the Production of Hydrocarbons in the South Alibek Oil Field located within the limits of blocks XXII-23 A (partially), D (partially), and E (partially) in the territory of Mugalzhar (Mugodzhar) region, Aktyubinskaya Oblast, Republic of Kazakhstan, is entered into on December 29, 2006 by and between:
ContractRegistration Rights Agreement • November 20th, 2002 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
EXHIBIT 23.4(c) EXHIBIT C REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 5, 2002, between the investor or investors signatory hereto (each an “Investor” and together the “Investors”), and Transmeridian Exploration, Inc., a corporation formed under the corporate law of the State of Delaware, United States of America (the “Company”). WHEREAS, simultaneously with the execution and delivery of this Agreement, the Investors are purchasing from the Company, pursuant to the Convertible Debentures and Warrants Purchase Agreement, dated the date hereof (the “Purchase Agreement”) (capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement), in the aggregate, $400,000 of Convertible Debentures, convertible into shares of common stock (“Common Stock”) of the Company, issued pursuant to the private placement exemption under U.S. securities laws. (the “Convertible Debentures”); and WHEREAS, the Company desires to gr
AMENDMENT NO. 1 TO PLEDGE AGREEMENTPledge Agreement • May 31st, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
This Amendment No. 1 to Pledge Agreement (this “Amendment”), dated as of May 26, 2006, is among Transmeridian Exploration Incorporated, a Delaware corporation (“Pledgor”), The Bank of New York, in its capacity as Collateral Agent for the benefit of the Trustee and the holders of the Notes (in such capacity, the “Collateral Agent”), and The Bank of New York, in its capacity as Trustee under the Indenture (in such capacity, the “Trustee”) (collectively, the “Subject Parties”).
GENERAL LOAN AGREEMENT Bank Loan Contract No. 2000/03/40 Almaty, June 2, 2003Loan Agreement • March 30th, 2004 • Transmeridian Exploration Inc • Crude petroleum & natural gas
represented by its Vice Chief Executive Officer Mr. Saparov Arsen Kuandykovich acting on the basis of the Power of Attorney #01-191 dated December 27, 2002
PLEDGE AGREEMENTPledge Agreement • March 16th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of December 22, 2005, is by and between Transmeridian Exploration Inc., a British Virgin Islands company (“Pledgor”), The Bank of New York, in its capacity as Collateral Agent for the benefit of the Trustee referred to below and the holders of the Notes referred to below (in such capacity, the “Collateral Agent”), and The Bank of New York, in its capacity as Trustee under the Indenture referred to below (in such capacity, the “Trustee”).
Amended and Restated Share Encumbrance and Pledge Agreement Dated October 24, 2008 JSC BTA Securities (“Securities Agent”) Transmeridian Exploration Inc. and Bramex Management, Inc. (“Shareholders”) DentonWildeSapte . . .Share Encumbrance and Pledge Agreement • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas
B WHEREAS, the Securities Agent and the Shareholders entered into the Share Encumbrance and Pledge Agreement, dated as of January 3, 2006, as amended on May 24, 2006 (the “Original SEPA”), to secure the Shareholders’ obligations under the Conditional Share Transfer Agreement, dated as of January 3, 2006, as amended on May 24, 2006;
Registration Rights AgreementRegistration Rights Agreement • July 17th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas
This Registration Rights Agreement (“Agreement”) is entered into as of May 12, 2006 by and between Transmeridian Exploration Incorporated, a Delaware corporation (the “Company”) and each of the investors listed on Schedule 1 (each individually referred to as an “Investor” and collectively as the “Investors”). In order to induce the Investor to enter into that certain Purchase Agreement (herein so called) by and between the Company, and the Investors dated of even date herewith, the Company has agreed to provide the registration rights set forth in this Agreement. The effectiveness of this Agreement is conditioned upon the consummation of the closing of such Purchase Agreement.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 30th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of May 24, 2006, is by and among Transmeridian Exploration Inc., a British Virgin Islands company (the “Company”), the Guarantors and The Bank of New York, as trustee under the Indenture referred to herein (the “Trustee”).
Form of Restricted Stock Award AgreementRestricted Stock Award Agreement • May 10th, 2007 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Texas
This Restricted Stock Award Agreement (the “Agreement”) is entered into and made as of , 20 (the “Date of Grant”), between Transmeridian Exploration, Inc., a Delaware corporation (together with its affiliated entities, the “Company”), and (the “Grantee”). The Grantee serves as of the Company, and the Company desires, pursuant to its 2003 Stock Compensation Plan (the “Plan”), to pay a portion of the 2006 incentive bonus awarded the Grantee in shares of common stock, par value $0.0006 per share, of the Company (the “Common Stock”), with certain restrictions as described herein.
PURCHASE AGREEMENTPurchase Agreement • March 16th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas • London
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 12 day of December, 2005, by and between TRANSMERIDIAN EXPLORATION, INC., a company organized in the British Virgin Islands with registered offices at Quastisky Building, 3rd Floor, P.O. Box 905, Road Town, Tortola (the “Company”), and KORNERSTONE INVESTMENT GROUP LTD., a company organized in the British Virgin Islands with registered offices at Trident Chambers, P.O. Box 146, Wickhams Cay, Road Town, Tortola (“Kornerstone”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of October 24, 2008, is by and among Transmeridian Exploration Inc., a British Virgin Islands company (the “Company”), the Guarantors and The Bank of New York Mellon, formerly known as The Bank of New York, as trustee under the Indenture referred to herein (the “Trustee”).
WARRANT PURCHASE AGREEMENT by and among Transmeridian Exploration Incorporated, as Issuer and Seller and the parties named herein, as Purchasers with respect to Seller’s Warrants to Purchase Common Stock March 15, 2007Warrant Purchase Agreement • May 10th, 2007 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
This Warrant Purchase Agreement (the “Agreement”) is made and entered into as of March 15, 2007, by and among Transmeridian Exploration Incorporated, a Delaware corporation (the “Seller”), and each of the persons listed on Schedule 1 hereto (each is individually referred to as a “Purchaser” and collectively, as the “Purchasers”).
AMENDED AND RESTATED SECURITIES AGENCY AGREEMENTSecurities Agency Agreement • October 30th, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED SECURITIES AGENCY AGREEMENT (this “Agreement”) dated as of October 24, 2008 is entered into by and among THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as trustee under the Original Indenture (as defined herein) (the “Original Trustee”), as trustee under the New Indenture (as defined herein) (the “New Trustee”) and as collateral agent under the Original Indenture and the New Indenture (the “Collateral Agent” and, together with the Original Trustee, the New Trustee and the holders of the Notes (as defined below), the “Secured Parties”), JSC BTA SECURITIES, a Kazakhstan joint stock company incorporated under the laws of Kazakhstan, No. 14024-1910-T00, broker-dealer license No. 0401201983, as Securities Agent in the Republic of Kazakhstan (the “Securities Agent”), TRANSMERIDIAN EXPLORATION INC., a company incorporated under the laws of the British Virgin Islands (“TME”), and BRAMEX MANAGEMENT, INC., a compan
Registration Rights AgreementRegistration Rights Agreement • July 17th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Texas
This Registration Rights Agreement (“Agreement”) is entered into as of July 12, 2006 by and between Transmeridian Exploration Incorporated, a Delaware corporation (the “Company”) and Lorrie T. Olivier (“Olivier”).
