FORM OF SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION Effective November 28, 2006Subscription Agreement • December 4th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas • Texas
THE SECURITIES OF TRANSMERIDIAN EXPLORATION INCORPORATED ISSUED PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THERE ARE RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES WHICH ARE DESCRIBED IN SECTION 3 OF THIS SUBSCRIPTION AGREEMENT.
370,000 Shares TRANSMERIDIAN EXPLORATION INCORPORATED 15% Senior Redeemable Convertible Preferred Stock REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2006 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
Transmeridian Exploration Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in a purchase agreement, dated November 28, 2006 (the “Purchase Agreement”), 370,000 shares of its 15% Senior Redeemable Convertible Preferred Stock, par value $0.0006 per share (liquidation preference $100 per share) (the “Convertible Preferred Stock”). The Convertible Preferred Stock will be convertible into shares of Common Stock, par value $0.0006 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Memorandum, dated November 28, 2006 (the “Offering Memorandum”), subject to adjustment in accordance with the Certificate of Designations governing the Convertible Preferred Stock (the “Certificate of Designations”). The Convertible Preferred Stock and the Common Stock issuable upon conversion of any shares of the Convertible Preferred Stock and any shares of
