AMENDED AND RESTATED INVESTMENT AGREEMENT between UNITED ENERGY GROUP LIMITED and TRANSMERIDIAN EXPLORATION INCORPORATED Dated as of June 11, 2008 and Amended and Restated as of September 22, 2008Investment Agreement • September 23rd, 2008 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
TRANSMERIDIAN EXPLORATION INCORPORATED, a Delaware corporation (the “COMPANY”), does hereby certify that pursuant to the authority expressly granted to and vested in the Board of Directors by the provisions of Article Fourth of the Amended and Restated Certificate of Incorporation of the Company, as amended from time to time (the “CERTIFICATE OF INCORPORATION”), and pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), the Pricing Committee (the “PRICING COMMITTEE”) designated by the Board of Directors (the “BOARD OF DIRECTORS”) by resolution adopted on November 28, 2006, duly approved and adopted the following resolution, which resolution remains in full force and effect on the date of filing of the Certificate of Amendment to the Certificate of Designations of the Redeemable Convertible Preferred Stock:
