Form of Amendment Agreement to Registration Rights Agreement



 Exhibit 4.10 
 EXECUTION VERSION 
 TRANSMERIDIAN EXPLORATION INC. 
 Senior Secured Notes due 2010 
 AMENDMENT AGREEMENT 
 TO 
 REGISTRATION RIGHTS AGREEMENT 
 May 26, 2006 
 To the Additional Purchasers 
 named on the Signature Page hereto 
 Ladies and Gentlemen: 
 Transmeridian Exploration Inc., a company organized under the laws of the British Virgin Islands (“TEI”), proposes to issue and sell to
you (the “Additional Purchasers”), upon the terms set forth in the several purchase agreements, each dated as of or about May 23, 2006 (collectively, the “Purchase Agreement”), up to $40,000,000 aggregate
principal amount of its Senior Secured Notes due 2010 (the “Additional Securities”) to be guaranteed by its parent, Transmeridian Exploration Incorporated, a Delaware corporation (the “Parent”), and the subsidiary
guarantors listed on the signature page hereto (together with the Parent, the “Guarantors” and, collectively with TEI, the “Company”). The Additional Securities will be issued pursuant to the Indenture dated as of
December 12, 2005, as supplemented by the First Supplemental Indenture dated as of December 22, 2005 and the Second Supplemental Indenture dated on or prior to the Closing Date under the Purchase Agreement (as hereafter supplemented and
amended from time to time, the “Indenture”), among the Parent, TEI and the Guarantors named therein and The Bank of New York, as trustee. To satisfy a condition to the obligations of the Additional Purchasers under the Purchase
Agreement, the Company agrees with the Additional Purchasers, for the benefit of the Additional Purchasers and the subsequent holders (collectively, the “Holders”) of the Additional Securities or a like aggregate principal amount of
debt securities of the Company issued under the Indenture, substantially identical in all material respects to the Additional Securities and registered under the Securities Act of 1933, as amended (the “Additional Exchange
Securities”), as follows: 
 1. With respect to the Additional Securities and Additional Exchange Securities, each Additional
Purchaser and Holder of Additional Securities and Additional Exchange Securities shall have all the respective rights and obligations of, and be treated for all purposes as, an Initial Purchaser or a Holder of Initial Securities or Exchange
Securities, as the context requires, under the several registration rights agreements, each dated as of December 12, 2005, by and among the Issuer, the Parent, the subsidiary guarantors listed on the signature page thereto and such Initial
Purchasers (collectively, the “Original Registration Rights Agreement”). As such, among other things, TEI will make the Registered Exchange Offer (as defined in the Original Registration Rights Agreement) to each Additional
Purchaser of Additional Securities that are “Transfer Restricted Securities”) (as defined in the Original Registration Rights Agreement) 

  

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by way of a pre-effective amendment to the Exchange Offer Registration Statement (as defined in the Original Registration Statement), with the understanding
that there shall be no change of or amendment to the Effectiveness Deadline or Consummation Deadline (as such terms are defined in the Original Registration Rights Agreement) with respect to such Exchange Offer Registration Statement and Registered
Exchange Offer. 
 2. The Additional Securities shall be treated for all purposes as Initial Securities under the Original Registration
Rights Agreements, and the Additional Exchange Securities shall be treated for all purposes as Exchange Securities under the Original Registration Rights Agreements. 
 3. By the execution and delivery of this Amendment Agreement to Registration Rights Agreement, (i) the Company agrees that, with respect to the Additional Securities and Additional Exchange Securities, the
Additional Purchasers shall be entitled to all rights and privileges under the Original Registration Rights Agreement benefiting the Initial Purchasers and Holders of Initial Securities and Exchange Securities, as the context requires, under the
Original Registration Rights Agreement (as such terms are defined therein) and (ii) the Additional Purchasers agree to be bound by the terms of the Original Registration Rights Agreement as and to the same extent as the Initial Purchasers are
bound thereunder. 
 4. By the execution and delivery of this Agreement, each Additional Purchaser that is a Holder of Initial Securities (as
defined in the Original Registration Rights Agreement) on the date hereof hereby consents as to the entire principal amount of such Initial Securities to the amendment of the Original Registration Rights Agreement in accordance with
Section 9(c) of the Original Registration Rights Agreement, and agrees and acknowledges that this Agreement hereby amends the Original Registration Rights Agreement without the need for further action or evidence, such that, for all purposes in
the Original Registration Rights Agreement where the context applies, the use of the term “Initial Purchasers” or “Initial Purchaser” shall include each Additional Purchaser and the use of the term “Initial Securities”
or “Initial Security” shall include each Additional Security. 
 [Remainder of Page Intentionally Left Blank; Signature Pages
Follow] 
  

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 This instrument may be executed in one or more counterparts, no one of which need be signed by all
parties, but all of which shall constitute but a single agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Additional Purchasers and the Company in accordance with its terms. 
  

			
	 Very truly yours,

	
	ISSUER:
	
	 TRANSMERIDIAN EXPLORATION INC.

		
	By:	 	  
	 Name:
	 	 Earl W. McNiel

	 Title:
	 	 Duly Authorized Attorney



  

			
	PARENT:
	
	 TRANSMERIDIAN EXPLORATION
 INCORPORATED

		
	By:	 	  
	 Name:
	 	 Earl W. McNiel

	 Title:
	 	 Vice President and Chief Financial Officer



 Signature Page to Registration Rights Letter Amendment Agreement 








			
	SUBSIDIARY GUARANTORS:
	
	 TMEI OPERATING, INC.

		
	By:	 	  
	 Name:
	 	 Earl W. McNiel

	 Title:
	 	 Vice President



  

			
	 TRANSMERIDIAN (KAZAKHSTAN)
 INCORPORATED

		
	By:	 	  
	 Name:
	 	 Earl W. McNiel

	 Title:
	 	 Duly Authorized Attorney



  

			
	 BRAMEX MANAGEMENT, INC.

		
	By:	 	  
	 Name:
	 	 Earl W. McNiel

	 Title:
	 	 Duly Authorized Attorney



  

			
	 JSC CASPI NEFT TME

		
	By:	 	  
	 Name:
	 	 Serik Kozhakov

	 Title:
	 	 President



  

			
	By:	 	  
	 Name:
	 	 Rakhmet Khairullayev

	 Title:
	 	 Vice President, Economics & Finance



 Signature Page to Registration Rights Letter Amendment Agreement 








									
	 The foregoing Registration Rights
 Letter Amendment Agreement
 is hereby confirmed and accepted
 as of the date first above written.
	 		 	
			
		 		 	PURCHASERS:
				
		 		 	 By:
	 	  
		 		 		 	 Name:
	 	
		 		 		 	 Title:
	 	

 Signature Page to Registration Rights Letter Amendment Agreement