Re: Modification to Convertible Debenture and Warrant Purchase Agreement and Related Documents dated August 5, 2002Transmeridian Exploration Inc • November 20th, 2002 • Crude petroleum & natural gas
This letter sets forth the revised terms of e Convertible Debenture and Warrant Purchase Agreement (the “Purchase Agreement”) by and between TransMeridian Exploration Incorporated (the “Company”) and, The Private Capital Group (“TPCG”). As currently structured, the Purchase Agreement provides that the $200,000 convertible note (the “Note”) issued on August 5, 2002 may be redeemed by the Company at 125% of the principal amount and any accrued but unpaid interest; provided that, the Registration Statement covering the shares of common stock underlying the Note has been declared effective by the U.S. Securities and Exchange Commission and that in the event that the Company gives ten days notice to TPCG of its intention to redeem the Note, TPCG shall have five days to convert the Note. The parties hereto desire to modify the terms of the Purchase Agreement and Note as follows: In the event that TPCG gives the Company notice that it intends to convert all or any portion of the Note at a pri
ContractC Stock Pledge Agreement • November 20th, 2002 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
EXHIBIT 23.4 (d) EXHIBIT C STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this “Agreement”) dated as of August 5, 2002, made by Lorrie T. Olivier, an individual residing at Transmeridian Exploration, Inc., 397 North Sam Houston, Houston Texas 77060 (the “Pledgor”), in favor of the Investors signatory hereto (“Pledgee”). WITNESSETH WHEREAS, pursuant to a Convertible Debenture and Warrant Purchase Agreement of even date herewith (the “Securities Purchase Agreement”) by and among Transmeridian Exploration, Inc. (the “Company”) and Pledgee, the Company executed (i) a Secured Promissory Note dated as of the date hereof in favor of Pledgee in the principal amount of TWO HUNDRED THOUSAND DOLLARS ($200,000) (the “Note”) WHEREAS, Pledgor is the President, Chief Executive Officer and Chairman of the Company and is the owner of certain shares of common stock of the Company (the “Pledged Stock”) described on Exhibit A attached hereto; WHEREAS, Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP,
ContractPurchase Agreement • November 20th, 2002 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
EXHIBIT 23.4(b) CONVERTIBLE DEBENTURES AND WARRANTS PURCHASE AGREEMENT Between Transmeridian Exploration, Inc. and the Investors Signatory Hereto CONVERTIBLE DEBENTURES AND WARRANTS PURCHASE AGREEMENT, dated as of August 5, 2002 (the “Agreement”), between the Investors signatory hereto (each an “Investor” and together the “Investors”) and Transmeridian Exploration, Inc., a corporation organized and existing under the corporate law of the State of Delaware, United States of America (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investors, and the Investors shall purchase, in the aggregate, (i) $400,000 of 7% Convertible Debentures, and (ii) warrants to purchase 200,000 shares of Common Stock $.001 par value share (the “Warrants”). WHERESAS, the Convertible Debentures shall have a maturity of two years (unless converted sooner) and bear interest at 7% per annum and shall be conver
ContractC Registration Rights Agreement • November 20th, 2002 • Transmeridian Exploration Inc • Crude petroleum & natural gas • New York
EXHIBIT 23.4(c) EXHIBIT C REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 5, 2002, between the investor or investors signatory hereto (each an “Investor” and together the “Investors”), and Transmeridian Exploration, Inc., a corporation formed under the corporate law of the State of Delaware, United States of America (the “Company”). WHEREAS, simultaneously with the execution and delivery of this Agreement, the Investors are purchasing from the Company, pursuant to the Convertible Debentures and Warrants Purchase Agreement, dated the date hereof (the “Purchase Agreement”) (capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement), in the aggregate, $400,000 of Convertible Debentures, convertible into shares of common stock (“Common Stock”) of the Company, issued pursuant to the private placement exemption under U.S. securities laws. (the “Convertible Debentures”); and WHEREAS, the Company desires to gr
