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”).
AGREEMENT FOR BROKERAGE SERVICES (INCLUDING CUSTODY SERVICES)Brokerage Services Agreement • March 16th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas
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”).
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”).
Share Encumbrance and Pledge Agreement Dated 3 January 2006 TuranAlem Securities JSC (“Securities Agent”) Transmeridian Exploration, Inc. and Bramex Management, Inc. (“Shareholders”)Share Encumbrance and Pledge Agreement • March 16th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas
Registration Rights AgreementRegistration Rights Agreement • March 16th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas
This Registration Rights Agreement (“Agreement”) is entered into as of December 12, 2005 by and between Transmeridian Exploration Incorporated, a Delaware corporation (the “Company”) and Kornerstone Investment Group Ltd. (the “Investor”). In order to induce the Investor to enter into that certain Purchase Agreement (herein so called) by and between Transmeridian Exploration, Inc., a wholly-owned subsidiary of the Company, and the Investor 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.
SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • March 16th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas • England and Wales
