Exhibit “C” Registration Rights AgreementRegistration Rights Agreement • October 21st, 2003 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Texas
This Registration Rights Agreement (“Agreement”) is entered into as of this October 15, 2003, by and between Transmeridian Exploration, Inc., a Delaware corporation (the “Company”) and EurAsia Holding AG, an entity organized under the laws of Germany (the “Investor”). In order to induce the Investor to enter into that certain Subscription Agreement (herein so called) dated October 15, 2003 and to consummate the purchase of shares of the Common Stock, $0.0006 par value, of the Company as described in the Subscription Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is conditioned upon the consummation of the First Closing (as defined in the Subscription Agreement).
TRANSMERIDIAN EXPLORATION, INC. SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION EurAsia Holding AG Effective October 15, 2003Subscription Agreement • October 21st, 2003 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Texas
THE COMMON STOCK OF TRANSMERIDIAN EXPLORATION, INC. ISSUED PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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.
Exhibit “B” ESCROW AGREEMENTEscrow Agreement • October 21st, 2003 • Transmeridian Exploration Inc • Crude petroleum & natural gas
THIS ESCROW AGREEMENT is made as of the 15th day of October, 2003, among TRANSMERIDIAN EXPLORATION, INC., a Delaware corporation (herein called the “Company”), EURASIA HOLDING AG, an entity organized under the laws of Germany (the “Investor”), and WEYCER, KAPLAN, PULASKI & ZUBER, P.C., a Texas professional corporation (“Escrow Agent”).
