Exhibit 10.1
TRANSMERIDIAN EXPLORATION, INC.
SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
Effective July
, 2005
THE COMMON STOCK OF TRANSMERIDIAN EXPLORATION, INC. ISSUED PURSUANT TO THIS
SUBSCRIPTION AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
THERE
ARE RESTRICTIONS ON THE TRANSFERABILITY OF THE COMMON STOCK WHICH ARE DESCRIBED
IN SECTION 3 OF THIS SUBSCRIPTION AGREEMENT.
THE INVESTOR CERTIFIES THAT IT IS NOT A U.S. PERSON AND IS NOT ACQUIRING THE
COMMON STOCK FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON.
THE INVESTOR AGREES
THAT IT WILL HOLD THE COMMON STOCK FOR INVESTMENT PURPOSES ONLY AND THAT ANY
RESALE OF SUCH COMMON STOCK WILL BE MADE STRICTLY IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION.
THE INVESTOR FURTHER AGREES NOT TO ENGAGE IN ANY SHORT
SALES, HEDGING TRANSACTIONS OR OTHER TRANSACTIONS WITH REGARD TO THE COMPANY'S
COMMON STOCK UNLESS IN STRICT COMPLIANCE WITH THE SECURITIES ACT.
THE INVESTOR
UNDERSTANDS THAT THE COMPANY IS RELYING UPON THE REPRESENTATIONS, COVENANTS AND
AGREEMENTS CONTAINED IN THIS SUBSCRIPTION AGREEMENT (AND ANY SUPPLEMENTAL
INFORMATION) FOR THE PURPOSE OF DETERMINING WHETHER THIS TRANSACTION MEETS THE
REQUIREMENTS FOR SUCH EXEMPTION.
IT IS IMPOSSIBLE TO FORECAST THE RESULTS TO A PURCHASER FROM AN INVESTMENT IN
THE SECURITIES.
NO ONE CAN PREDICT WHETHER, TO WHAT EXTENT, OR OVER WHAT TIME
FRAME THE BUSINESS OF TRANSMERIDIAN EXPLORATION, INC. MAY BE SUCCESSFUL.
THE
PURCHASE OF COMMON STOCK INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED
ONLY BY PERSONS WHO CAN BEAR THE RISK OF AN ENTIRE LOSS OF THEIR INVESTMENT.
SECTION 1
1.1
Subscription.
This Subscription Agreement
(the "Agreement") is made by and between Transmeridian Exploration Incorporated,
a corporation organized under the laws of the State of Delaware (the "Company"),
and the "Investor", as designated on Exhibit "A" to this Agreement.
The
Investor, intending to be legally bound, hereby irrevocably subscribes for and
agrees to purchase the number of shares of common stock, par value $0.0006 per
share, of the
1
Company (the "Subscribed Stock") designated on Exhibit "A" for the consideration
specified on such Exhibit "A," under the terms specified below.
The Investor
hereby agrees that this Agreement shall be irrevocable and binding on the
Investor and any successors in interest, representatives or assigns of the
Investor.
(The Subscribed Stock is sometimes herein referred to as the "Common
Stock.")
1.2
Closing.
On or prior to July 29, 2005, the
Investor will transfer by wire to the Company in same day funds the total
consideration specified on Exhibit "A," according to the wire transfer
instructions provided by the Company, as payment in full for the Common Stock to
be purchased hereunder (such transfer of funds by the Investor and receipt
thereof by the Company hereinafter referred to as the "Closing").
This
Agreement shall be null and void if funds are not received by the