Exhibit 10.8
TRIUMPH SECURITIES CORPORATION
TELEPHONE
212/▇▇▇-▇▇▇▇
FACSIMILE
212/307-6977 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇. 15th Floor,
New York, NY 10017
July 11,2001
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Transmeridian Exploration, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
Please let this letter serve as an agreement between Transmeridian Exploration,
Inc (Transmeridian") and Triumph Securities Corporation ("Triumph").
▇▇▇▇▇▇▇▇▇▇▇▇▇ agrees to retain Triumph on an exclusive basis to act as an
advisor in connection with arranging an equity underwriting of Transmeridian' s
securities.
Transmeridian agrees to pay Triumph a retainer in Transmeridian stock equal to
$50,000. The number of shares of Transmeridian will be determined by dividing
$50,000 by the price per share of the most recent equity offering. Transmeridian
also agrees to reimburse Triumph for its reasonable expenses incurred in
connection with this assignment. Such expenses will be billed monthly and are
payable upon receipt of Triumph's invoice. Upon the closing of the financing,
▇▇▇▇▇▇▇▇▇▇▇▇▇ agrees to pay Triumph an advisory fee equal to $250,000 in cash
and issue to Triumph Transmeridian shares equal in value to $200,000. The number
of shares will be determined in the same manner as for the retainer shares. The
cash portion of this fee will be payable by wire transfer within five (5)
business days after the closing of the financing.
Triumph will assist Transmeridian in preparing information about the company for
presentation, will arrange meetings with potential underwriters and will advise
Transmeridian on the respective merits of various underwriters and syndicate
members.
If for any reason Triumph pursues and obtains financing for Transmeridian
through a private placement, the terms of that engagement will be set forth in
an agreement separate from this advisory agreement.
If the foregoing accurately reflects your understanding of our agreement, please
so indicate by signing in the space provided below and returning one copy to
Triumph.
Sincerely,
Triumph Securities Corporation
By: /s/ A.T. ▇▇▇▇▇▇▇▇▇, ▇▇.
A.T. ▇▇▇▇▇▇▇▇▇, ▇▇.
Agreed and Accepted
this 13th day of July, 2001
Transmeridian Exploration, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board
