Additional Return Agreement - June 26, 2007



 Exhibit 10.3 
  

			
	Capital Ventures International	  	Linden Capital L.P.
	c/o Heights Capital Management, Inc.	  	c/o Linden Advisors
	101 California Street, Suite 3250	  	450 Park Avenue
	San Francisco, CA 94111	  	New York, NY 10022
		
	Investcorp Silverback Arbitrage Master Fund Limited	  	Silver Oak Capital, L.L.C.
	c/o Silverback Asset Management, LLC	  	245 Park Avenue, 26th Floor
	1414 Raleigh Road, Suite 250	  	New York, NY 10167
	Chapel Hill, NC 27517	  	
		
	Kenmont Special Opportunities Master Fund, L.P.	  	Whitebox Convertible Arbitrage Partners, LP
	Man Mac Miesque 10B Ltd.	  	Whitebox Hedged High Yield Partners, LP
	c/o Kenmont Investments Management, L.P.	  	Pandora Select Partners, LP
	711 Louisiana, Suite 1750	  	Whitebox Intermarket Partners, LP
	Houston, TX 77002	  	GPC LIX, LLC
		  	Guggenheim Portfolio Co. XXXI, LLC
		  	3033 Excelsior Boulevard, Suite 300
		  	Minneapolis, MN 55416
		
	Fursa Master Global Event Driven Fund, LP	  	RHP Master Fund, Ltd.
	444 Merrick Road, Suite 104	  	c/o Rock Hill Investment Management, L.P.
	Lynbrook, NY 11563	  	Three Bala Plaza East, Suite 585
		  	Bala Cynwyd, PA 19004
		
	Basso Fund Ltd.	  	Basso Holdings Ltd.
	1266 East Main Street	  	Basso Multi-Strategy Holding Fund Ltd.
	Stamford, CT 06902	  	c/o Basso Capital Management L.P.
		  	1266 East Main Street, 4th Floor
		  	Stamford, CT 06902
		
	Greenwich Investment Partners	  	Dr. Wolfgang Rupf
	546 Fifth Avenue, 14th Floor	  	AKV Altkönig Verwaltungs GmbH
	New York, NY 10036	  	Altkönigstr 41
		  	61462 Königstein
		  	Germany

 CONFIDENTIAL 
 June 26, 2007 
 Transmeridian Exploration Incorporated 
 397 N. Sam Houston Pkwy. E., Suite 300 
 Houston, Texas 77060 
 Attention: Earl W. McNiel, Chief Financial Officer 
 20% Junior Redeemable Convertible Preferred Stock
Additional Return Agreement 
 Ladies and Gentlemen: 
 Reference is made to the Regulation D Purchase Agreement, dated the date hereof (the “Purchase Agreement”), by and among the various investors set forth on the signature pages thereto (collectively, the
“Investors”) and Transmeridian Exploration Incorporated, a Delaware corporation (the “Company”). Terms used but not defined in this Additional Return Agreement shall have the meanings assigned thereto
in the Purchase Agreement. 








	1.	Additional Returns. 

 As consideration for our
respective agreements under the Purchase Agreement with respect to the Regulation D Placement, the Company hereby agrees to pay to each Investor a preferred return (collectively, and as the same may be adjusted as provided for below, the
“Returns”) equal to 25% of the aggregate liquidation preference of the Securities to be purchased by such Investor pursuant to the Purchase Agreement, as set forth on Annex A to the Purchase Agreement entitled
“Registration Information,” which preferred return is subject to adjustment as described below. 
 The Returns are fully vested
upon consummation of the Regulation D Placement; provided, however, all Returns are due and payable at the earlier of: (i) the occurrence of a Change of Control (as defined in the Certificate of Designations) and
(ii) June 18, 2008. 
 If the Returns are not paid by December 31, 2007, from and after such date the principal amount of the
Company’s obligation to pay the Returns shall thereafter be increased, without the need for further act or evidence, at the rate of 10% per annum. 
 You shall make payment of the Returns when due without the need for any demand or other action by any of us, in each case by wire transfer to the respective accounts that each Investor shall have previously designated
to you; provided, however, if the Returns become due other than upon the occurrence of a Change of Control, you may elect to satisfy your payment obligations with respect thereto by delivery of duly authorized, fully paid and
non-assessable shares of your Common Stock, valued for such purpose as prescribed by Section (3A)(b) of the Certificate of Designations. 
  

	2.	General. 

 No Returns, once vested, are assignable
without the prior written consent of the Company, which shall not unreasonably be withheld; provided, however, notwithstanding the foregoing, an Investor may assign its vested Returns, or any part thereof, to an affiliate and in such
case the assignor must provide written notice thereof to the Company promptly upon completion of such assignment. Notwithstanding any provision of this Additional Return Agreement or the Purchase Agreement to the contrary, an Investor may elect in
writing to waive all or any portion of its Returns, whether vested or unvested. 
 You agree that, once paid, the Returns or any part thereof
payable hereunder will not be refundable under any circumstances. All Returns payable hereunder will be paid in immediately available funds and shall not be subject to reduction by way of setoff or counterclaim. 
 You agree that (i) you will not disclose this Additional Return Agreement or the contents hereof other than as permitted by the Purchase Agreement
and (ii) your obligations under this Additional Return Agreement shall survive the expiration or termination of the Purchase Agreement and the purchase of the Securities. 
 It is understood that this Additional Return Agreement shall not constitute or give rise to any obligation on our part to purchase any Securities; such
an obligation will arise only under the Purchase Agreement if accepted in accordance with its terms and executed and delivered. This Additional Return Agreement may not be amended or any provision hereof waived or modified except by an instrument in
writing signed by each of the parties hereto. THIS ADDITIONAL RETURN AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE 








 
STATE OF NEW YORK. This Additional Return Agreement may be executed in any number of counterparts, each of which shall be an original and all of
which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Additional Return Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of
this Additional Return Agreement. Section headings used herein are for convenience of reference only, are not part of this Additional Return Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this
Additional Return Agreement. 
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 If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms
hereof by returning to each of us an executed counterpart hereof, whereupon this Additional Return Agreement shall become a binding agreement between us. 
 Very truly yours, 
  

			
	CAPITAL VENTURES INTERNATIONAL
		
	BY	 	HEIGHTS CAPITAL MANAGEMENT, INC., ITS AUTHORIZED AGENT
		
	BY	 	 /s/ MARTIN KOBINGER

	NAME:	 	MARTIN KOBINGER
	TITLE:	 	INVESTMENT MANAGER
	
	LINDEN CAPITAL L.P.
		
	BY	 	 /s/ CRAIG JARVIS

	NAME:	 	CRAIG JARVIS
	TITLE:	 	AUTHORIZED SIGNATORY
	
	SILVER OAK CAPITAL, L.L.C.
		
	BY	 	 /s/ MICHAEL L. GORDON

	NAME:	 	MICHAEL L. GORDON
	TITLE:	 	MANAGING MEMBER
	
	INVESTCORP SILVERBACK ARBITRAGE MASTER FUND LIMITED
		
	BY	 	 /s/ ELLIOT BOSSEN

	NAME:	 	ELLIOT BOSSEN
	TITLE:	 	CIO

 Additional Return Agreement Signature Page 








			
	
	RHP MASTER FUND, LTD.
		
	BY	 	ROCK HILL INVESTMENT MANAGEMENT, LP
		
	BY	 	RHP GENERAL PARTNER, LLC
		
	BY	 	 /s/ WAYNE BLOCH

	NAME:	 	WAYNE BLOCH
	TITLE:	 	MANAGING PARTNER
	
	KENMONT SPECIAL OPPORTUNITIES MASTER FUND, L.P.
		
	BY	 	KENMONT INVESTMENTS MANAGEMENT, L.P.
		
	BY	 	 /s/ JOHN HARKRIDER

	NAME:	 	JOHN HARKRIDER
	TITLE:	 	MANAGING DIRECTOR & CFO
	
	MAN MAC MIESQUE 10B LTD.
		
	BY	 	KENMONT INVESTMENTS MANAGEMENT, L.P.
		
	BY	 	 /s/ JOHN HARKRIDER

	NAME:	 	JOHN HARKRIDER
	TITLE:	 	MANAGING DIRECTOR & CFO
	
	FURSA MASTER GLOBAL EVENT DRIVEN FUND, LP
		
	BY	 	 /s/ MICKEY HARLEY

	NAME:	 	MICKEY HARLEY
	TITLE:	 	PRESIDENT & CIO
	
	WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP
		
	BY	 	 /s/ JONATHAN WOOD

	NAME:	 	JONATHAN WOOD
	TITLE:	 	COO

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	WHITEBOX HEDGED HIGH YIELD PARTNERS, LP
		
	BY	 	 /s/ JONATHAN WOOD

	NAME:	 	JONATHAN WOOD
	TITLE:	 	COO
	
	PANDORA SELECT PARTNERS, LP
		
	BY	 	 /s/ JONATHAN WOOD

	NAME:	 	JONATHAN WOOD
	TITLE:	 	COO
	
	WHITEBOX INTERMARKET PARTNERS, LP
		
	BY	 	 /s/ JONATHAN WOOD

	NAME:	 	JONATHAN WOOD
	TITLE:	 	COO
	
	GUGGENHEIM PORTFOLIO CO. XXXI, LLC
		
	BY	 	 /s/ JONATHAN WOOD

	NAME:	 	JONATHAN WOOD
	TITLE:	 	COO
	
	GPC LIX, LLC
		
	BY	 	 /s/ JONATHAN WOOD

	NAME:	 	JONATHAN WOOD
	TITLE:	 	COO

 Additional Return Agreement Signature Page 








			
	
	BASSO FUND LTD.
		
	BY	 	 /s/ HOWARD I. FISCHER

	NAME:	 	HOWARD I. FISCHER
	TITLE:	 	AUTHORIZED SIGNATORY
	
	BASSO HOLDINGS LTD.
		
	BY	 	 /s/ HOWARD I. FISCHER

	NAME:	 	HOWARD I. FISCHER
	TITLE:	 	AUTHORIZED SIGNATORY
	
	BASSO MULTI-STRATEGY HOLDING FUND LTD.
		
	BY	 	 /s/ HOWARD I. FISCHER

	NAME:	 	HOWARD I. FISCHER
	TITLE:	 	AUTHORIZED SIGNATORY
	
	GREENWICH INVESTMENT PARTNERS, LP
		
	BY	 	 /s/ MICHAEL C. ESPOSITO

	NAME:	 	MICHAEL C. ESPOSITO
	TITLE:	 	MEMBER OF GENERAL PARTNER OF GREENWICH INVESTMENT PARTNERS,
LP
	
	DR. WOLFGANG RUPF
	
	 /s/ DR. WOLFGANG RUPF

	
	AKV ALTKÖNIG VERWALTUNGS GMBH
		
	BY	 	 /s/ MATTHIAS RUPF

	NAME:	 	MATTHIAS RUPF
	TITLE:	 	

 Additional Return Agreement Signature Page 








			
	
	 Accepted and agreed to as of
 the date first
above written:

	
	 TRANSMERIDIAN EXPLORATION INCORPORATED

		
	BY	 	 /s/ NICOLAS J. EVANOFF

	NAME:	 	NICOLAS J. EVANOFF
	Title:	 	Vice President, General Counsel and Secretary

 Additional Return Agreement Signature Page