exv10w1






Exhibit 10.1




AGREEMENT




     This Agreement (the “Agreement”) is made as of October 16, 2009 by and among
CANARGO ENERGY CORPORATION, a Delaware Corporation (the “Issuer”), and PERSISTENCY, a Cayman
Islands limited company (the “Holder”).



     WHEREAS, the Issuer and the Holder have entered into a certain Note and Warrant
Purchase Agreement dated June 28, 2006 (the “Purchase Agreement”) relating to the 12%
Subordinated Convertible Guaranteed Notes, due June 28, 2010 (the “Subordinated Notes”) of
the Issuer;



     WHEREAS, the Holder is the holder of 100% of the issued and outstanding Subordinated
Notes;



     WHEREAS, pursuant to Section 11.7 of the Purchase Agreement, the Subordinated Notes are
convertible into common stock, par value $0.10 per share (the “Common Stock”) of the Issuer
at a price and subject to the terms and conditions of the Agreement;



     WHEREAS, the Issuer and the Holder have agreed to change certain of the terms and
conditions of the Note Purchase Agreement and the Subordinated Notes issued thereunder
applicable to the Holder’s investment in the Subordinated Notes, as set forth herein.



     NOW THEREFORE, in consideration of the mutual covenants herein contained, and for such
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:




	 	1.	 	Subject to Section 2 of this Agreement and absent the prior
written consent of the Issuer, the Holder hereby agrees and covenants that prior
to December 31, 2009 it will not convert or exchange, or seek to convert or
exchange, any or all of the Subordinated Notes into shares of Common Stock of
the Issuer, or into any other security convertible or exchangeable into shares
of Common Stock of the Issuer, pursuant to Section 11.7 of the Note Agreement.
	 
	 	2.	 	Notwithstanding Section 1. of this Agreement, nothing herein
shall be deemed to prohibit the Holder from exercising its rights pursuant to
Section 11.7 of the Note Agreement in the event of:






	 	(a).	 	The occurrence of an Event of
Default within the meaning of Section 13 of the Purchase
Agreement occurs and all the Subordinated Notes then outstanding
become immediately due and payable as provided in Section 14.1 of
the Purchase Agreement; or
	 
	 	(b)	 	The Occurrence of a Change of
Control within the meaning of Section 10.6(g) of the Purchase
Agreement, other than a Change of Control resulting from one or
more of the transactions set forth in Section 10.6(g)(b) of the
Purchase Agreement to which the Holder or an affiliate of the
Holder is a party.




 









 












	 	3.	 	Except as modified hereby, all of the terms and conditions of the
Purchase Agreement shall remain in full force and effect. Capitalized terms not
defined herein shall have the meanings given them in the Purchase Agreement.
	 
	 	4.	 	This Agreement shall become effective immediately upon the
execution of this Agreement by each of the parties hereto and shall inure to the
benefit of and shall be binding upon the Holder and its Affiliates.





     WITNESS the due execution hereof as of the day and year first written above.



	 	 	 	 	 	 	 	 	 	 	 
	CANARGO ENERGY CORPORATION	 	PERSISTENCY
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 







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