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.
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”).
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”).
PLEDGE AGREEMENTPledge Agreement • December 16th, 2005 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
THIS PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of December 12, 2005, is by and between Transmeridian Exploration Incorporated, a Delaware corporation (“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”).
PURCHASE AGREEMENTPurchase Agreement • December 16th, 2005 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
