TERMINATION AGREEMENT
EXECUTION COPY
TERMINATION
AGREEMENT, dated as of November 15, 2008 (this “Agreement”), between
UNITED ENERGY GROUP LIMITED, an exempted company with limited liability existing
under the laws of Bermuda (“UEGL”), and
TRANSMERIDIAN EXPLORATION INCORPORATED, a Delaware corporation (the “Company”).
WHEREAS,
the parties hereto are parties to the Amended and Restated Investment Agreement,
dated as of June 11, 2008 and amended and restated as of September 22, 2008 (the
“Investment
Agreement”) and the Investor Rights Agreement, dated as of June 11, 2008
and amended and restated as of September 22, 2008 (the “Investor Rights
Agreement”); and
WHEREAS,
the parties hereto have mutually agreed to terminate the Investment Agreement
and the Investor Rights Agreement, in each case pursuant to the terms thereof
and this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, UEGL and
the Company hereby agree as follows (all capitalized terms not defined herein
shall have the meanings specified in the Investment Agreement):
1. Termination. The
parties hereby agree to terminate (a) the Investment Agreement pursuant to
Section 10.01(a) thereof and (b) the Investor Rights Agreement pursuant to
Section 4.02(a) thereof. Effective as of the date hereof (the “Termination Date”),
each of the Investment Agreement and the Investor Rights Agreement shall
terminate and be of no further force and effect. Notwithstanding any
provision of the Investment Agreement or the Investor Rights Agreement to the
contrary, neither party shall have any further obligations thereunder or with
respect thereto, except as specifically set forth herein.
2. Effect of
Termination. Effective as of the Termination Date, none of
UEGL (or its Affiliates, directors, officers, employees, agents or other
representatives), on the one hand, nor the Company (or its Affiliates or its
directors, officers, employees, agents or other representatives), on the other
hand, shall have any liability or obligation to each other under the Investment
Agreement or the Investor Rights Agreement, except that the provisions of, and
any liability or obligation contemplated under, Section 7.04(b) and Article XI
of the Investment Agreement shall continue in full force and effect in
accordance with the terms of the Investment Agreement.
3. Releases. Effective
as of the Termination Date, each of the parties hereto, on its own behalf and on
behalf of its principals, agents, Affiliates, successors, assigns, heirs,
representatives, and attorneys, hereby irrevocably, fully and unconditionally
releases and forever discharges the other party and each of its past or present
directors, officers, employees, attorneys, principals, agents, Affiliates,
successors, assigns, heirs, representatives, and insurers, from and against any
and all present and future claims, counterclaims, demands, actions, suits,
causes of action, damages, controversies and liabilities, including, without
limitation, any costs, expenses, bills, penalties or attorneys’ fees, whether
known or unknown, contingent or absolute, foreseen or unforeseen, and whether in
law, equity or otherwise, that could have been asserted in any court or forum
and relating in any way to any conduct, occurrence, activity, expenditure,
promise or negotiation arising from or relating to the Investment Agreement or
the Investor Rights Agreement, including the performance thereof and further
payment obligations of any kind in connection therewith.
4. Due
Authorization. Each party hereto hereby represents and
warrants that the signature to this Agreement has been duly authorized by all
necessary corporate action on its part and that the officer executing this
Agreement on its behalf has the authority to execute the same and to bind it to
the terms and conditions of this Agreement.
5. Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of this Agreement is not affected in
any manner adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable
manner.
6. Counterparts. This
Agreement may be executed and delivered (including by facsimile transmission) in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same
agreement.
7. Governing Law;
Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed in and to be performed in that State (other than those
provisions set forth herein that are required to be governed by the DGCL). All
actions and proceedings arising out of or relating to this Agreement shall be
heard and determined exclusively in any New York state or federal court sitting
in The City and County of New York. The parties hereto hereby (a) submit to the
exclusive jurisdiction of any state or federal court sitting in the City and
County of New York for the purpose of any action or proceeding arising out of or
relating to this Agreement brought by any party hereto, and (b)
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irrevocably
waive, and agree not to assert by way of motion, defense, or otherwise, in any
such action or proceeding, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the action or proceeding is brought in an
inconvenient forum, that the venue of the action or proceeding is improper, or
that this Agreement may not be enforced in or by any of the above-named
courts.
8. Amendment. This
Agreement may be amended by the parties hereto at
any time by action taken by or on behalf of their respective Boards of
Directors. This Agreement may not be amended except by an instrument
in writing signed by each of the parties hereto.
9. Entire Agreement;
Assignment. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof, including the Investment
Agreement (except for Section 7.04(b) and Article XI thereof) and the Investor
Rights Agreement. This Agreement shall not be assigned by either party (whether
pursuant to a merger, by operation of law or otherwise).
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by
their respective officers thereunto duly authorized, all as of the date first
written above.
| UNITED ENERGY GROUP LIMITED | |||
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By:
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/s/ Xxxxx Xxx Xxxx | |
| Name: | Xxxxx Xxx Ying | ||
| Title: | Executive Director | ||
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TRANSMERIDIAN
EXPLORATION INCORPORATED
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| By: |
/s/ Xxxxxx
X. Xxxxxxx
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| Name: | Xxxxxx X. Xxxxxxx | ||
| Title: | Chairman &CEO | ||
