Exhibit 10.1
FORM OF SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
Effective November 28, 2006
THE SECURITIES OF TRANSMERIDIAN EXPLORATION INCORPORATED ISSUED PURSUANT TO THIS
SUBSCRIPTION AGREEMENT HAVE 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 SECURITIES 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
SECURITIES FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON.] THE INVESTOR AGREES
THAT IT WILL HOLD THE SECURITIES FOR INVESTMENT PURPOSES ONLY AND THAT ANY
RESALE OF SUCH SECURITIES 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
SECURITIES 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 INCORPORATED MAY BE SUCCESSFUL.
THE PURCHASE OF SECURITIES 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 set forth
below on the signature page hereof (the "Investor"). The Investor, intending to
be legally bound, is purchasing from the Company, and the Company is selling to
the Purchaser, on the terms and conditions of this Agreement the aggregate
number of shares of 15% Senior Redeemable Convertible Preferred Stock, par value
$0.0006 per share (the "Preferred Stock"), as is set forth below on the
signature page hereof.
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The purchase price is $100.00 per share of Preferred Stock. The Preferred Stock
is convertible into shares of common stock, par value $0.0006 per share (the
"Common Stock") under certain conditions, which together with the other terms
and conditions of the Preferred Stock are more fully described in the offering
memorandum dated November 28, 2006 attached hereto as Exhibit "A" (the "Offering
Memorandum"). 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 Preferred Stock, and the Common
Stock into which the Preferred Stock is convertible, are sometimes hereinafter
referred to as the "Securities."
1.2 Acceptance or Rejection. The Investor understands and acknowledges