AMENDED AND RESTATED CONDITIONAL SHARE TRANSFER AGREEMENT

Exhibit 10.1

Execution Version

AMENDED AND RESTATED CONDITIONAL SHARE TRANSFER AGREEMENT

THIS AMENDED AND RESTATED CONDITIONAL SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of October 24, 2008, is entered into among:

JSC BTA Securities, a joint stock company registered under the laws of Kazakhstan and holding broker-dealer license No. 0401201983, as securities agent (together with its successors and assigns in such capacity, the “Securities Agent”) under the Amended and Restated Securities Agency Agreement of even date herewith (the “Securities Agency Agreement”), acting on behalf of (i) The Bank of New York Mellon, as Collateral Agent under the Original Indenture and the New Indenture (each as defined herein), (ii) The Bank of New York Mellon, as trustee under the Original Indenture (in such capacity, the “Original Trustee”) for the benefit of the Original Trustee and the holders of the Original Notes (as defined herein), and (iii) The Bank of New York Mellon, as trustee under the New Indenture (in such capacity, the “New Trustee” and, together with the Original Trustee, the “Trustee”) for the benefit of the New Trustee and the holders of the New Notes (as defined herein), but, in each such case, solely in respect of the Kazakhstan Documents (as defined in the Securities Agency Agreement) and the Shares (as defined herein) covered thereby, and

Transmeridian Exploration Inc., a British Virgin Islands company (“TME”), and Bramex Management, Inc., a British Virgin Islands company (“Bramex” and, together with TME, the “Shareholders”).

RECITALS:

A. JSC Caspi Neft TME (“Caspi Neft”) is a Kazakhstan joint stock company registered under the laws of the Republic of Kazakhstan, with an authorized Charter Capital of 50,000,000 tenge consisting of 50,000 common shares with a nominal value of 1,000 tenge per share, all of which shares are issued and outstanding (National Identification Number KZ1C41630019), of which 25,000 are legally and beneficially owned by TME and 25,000 are legally and beneficially owned by Bramex.

B. The Securities Agent and the Shareholders are party to that certain Conditional Share Transfer Agreement, dated as of January 3, 2006, as amended on May 24, 2006 (the “Original CSTA”), securing the obligations of the Shareholders under the Original Indenture and the Original Notes and the guarantee of Bramex and all other obligations of the Shareholders under the Transaction Documents (as defined herein).

C. Money Experts JSC, a joint stock company registered under the laws of Kazakhstan and holding broker-dealer license No. 0401200555, shall act as nominee for the Shareholders and the Securities Agent (in such capacity, together with its successors and assigns in such capacity, the

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“Nominee”) pursuant to those certain Brokerage Services Agreements (with nominal holding) entered into between each Shareholder and the Nominee and the Securities Agent and the Nominee, each such agreement dated as of April 2, 2007 (collectively, the “Brokerage Services Agreements”). The Nominee shall be instructed by the Parties (as defined herein) to act pursuant to this Agreement, and the Nominee shall acknowledge in writing receipt hereof.

D. All of the shares of Caspi Neft owned by the Shareholders are recorded in the share register maintained by JSC “Securities Registrar System,” License No. 20050017 of the National Companies and Securities Commission of the Republic of Kazakhstan (located at Republic of Kazakhstan, Almaty, 75 Muratbayeva St.) in the name of the Nominee, and all such shares are fully paid and, subject to the encumbrance and pledge appearing in the records of the Nominee, are free of all other Encumbrances (as defined herein), except only as may be created by the Transaction Documents.

E. TME issued its Senior Secured Notes due 2010 (the “Original Notes”) in an aggregate principal amount of $290 million pursuant to that certain Indenture, dated as of December 12, 2005, as supplemented by the First, Second and Third Supplemental Indentures thereto, dated as of December 22, 2005, May 24, 2006 and the date hereof, respectively, by and among TME, the Original Trustee, Transmeridian Exploration Incorporated (the “Parent”), as guarantor, and the other guarantors party thereto (the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”) (as further amended, supplemented or otherwise modified from time to time, the “Original Indenture”), and the Original Notes, and all of TME’s obligations with respect thereto and otherwise under the Original Indenture, are guaranteed by the Guarantors.

F. Pursuant to that certain Indenture, dated as of the date hereof, by and among TME, the Guarantors, and the New Trustee (as amended, amended and restated, supplemented or otherwise modified from time to time, the “New Indenture” and, together with the Original Indenture, the “Indentures”), TME will issue its new Senior Secured Notes due 2010 (the “New Notes” and, together with the Original Notes, the “Notes”) in an aggregate principal amount of up to $177,726,000 (or such other aggregate principal amount set forth in an Authentication Order delivered on the Issue Date (as defined in the New Indenture)) in exchange for all or a portion of the Original Notes.

G. The Shareholders and the Securities Agent have each agreed to enter into this Agreement to (a) afford the Trustee the practical benefit of remedies, upon the occurrence of an event which under the Original Indenture would constitute an “Event of Default” (as defined in the Original Indenture), or the occurrence of an event that under the New Indenture would constitute an “Event of Default” (as defined in the New Indenture), in each case such event of default hereunder, an “Event of Default,” that taken as a whole are not less than substantially equivalent to the remedies that would be available to the holder of a perfected share pledge under Kazakhstan law and (b) make the other modifications to the Original CSTA as set forth herein.

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SECTION 1

INTERPRETATION

1.1 Definitions.

In this Agreement, unless something in the subject matter or context is inconsistent therewith, the following terms shall have the meanings set forth below:

“Business Day” means any day, other than a Saturday, Sunday or statutory holiday, on which the principal commercial banks located in Almaty, in the Republic of Kazakhstan and New York, New York, are open for business during normal banking hours;

“Encumbrances” means any encumbrance, lien, charge, hypothecation, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of occupation, transfer “blockage” notice or any other matter capable of registration against title, option, right of pre-emption, privilege or any contract to create any of the foregoing;

“Losses” has the meaning given in Section 5.1 hereof;

“Parties” means the Securities Agent and the Shareholders, and “Party” means any of them;

“Person” includes any natural person, corporation, company, limited liability company, trust, joint venture, association, incorporated organization, partnership, governmental authority or other entity;

“Sales Proceeds” means the aggregate proceeds of any sale by or at the direction of the Securities Agent of Transferred Shares, net of any stamp or transfer taxes or statutory withholdings, customary brokerage commissions or similar fees and reasonable out-of-pocket expenses of the Securities Agent incurred in connection with such sale;

“Securities” means:

“Share Transfer” has the meaning given in Section 2.1 hereof;

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“Shares” means the common shares of Caspi Neft owned by the Shareholders as described in Recital A at the date hereof, and includes any additional Securities hereafter acquired by the Shareholders;

“Solicitation Statement” means the Offering Memorandum and Consent Solicitation Statement, dated July 23, 2008, as supplemented;

“Subsidiary” means, in relation to any Person or corporation, any body corporate of which more than 50% of the outstanding shares carrying voting rights at all times are owned directly or indirectly by or for the Person or corporation and/or by or for any body corporate in like relation to the Person or corporation, provided that the ownership of such shares confers at all times the right to elect at least a majority of the board of directors of such body corporate, and includes any body corporate in like relation to a Subsidiary;

“Termination Date” means the first to occur of (i) the date upon which all Transferred Shares have been disposed of or the ownership thereof re-transferred to the Shareholders pursuant to Section 2.2(b) hereof and (ii) the date that all Secured Obligations (as defined in the Securities Agency Agreement) (other than indemnification obligations for which no claim has been made) have been paid or otherwise satisfied in full;

“Transaction Documents” means the Notes, the Indentures, the Security Documents (as defined in the New Indenture, of which this Agreement is one) and each and every other agreement, contract or undertaking executed by the Parent, either Shareholder or any other subsidiary of the Parent in connection therewith;

“Transfer Instruction” has the meaning given in Section 2.1 hereof; and

“Transferred Shares” means the Shares, after the occurrence of a Share Transfer.

1.2 Extended Meanings.

In this Agreement, unless something in the subject matter or context is inconsistent therewith: words importing the singular number shall include the plural and vice versa; words importing a gender shall include the masculine, feminine and neuter genders; and words importing Persons shall include individuals, partnerships, corporations, associations, trusts, government agencies and any other form of organization or entity whatsoever.

1.3 Headings.

The division of this Agreement into Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or the interpretation of this Agreement. The terms “this Agreement,” “hereof,” “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular Section, subsection, or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent herewith, references herein to Sections, subsections and Schedules are to Sections and subsections and Schedules of this Agreement.

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1.4 Business Days.

If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be made or taken on the next Business Day.

SECTION 2

TRANSFER AND DISPOSITION

2.1 Transfer of Shares.

Subject to the terms and conditions hereof, if (but only if) the Securities Agent shall be directed to do so in writing by the Collateral Agent pursuant to the Securities Agency Agreement, the Securities Agent shall deliver a written notice to the Nominee (a “Transfer Instruction”) instructing the Nominee to transfer on the Nominee’s books and records ownership of the Shares to, or as otherwise directed by (in accordance with the Collateral Agent’s instructions), the Securities Agent (a “Share Transfer”). Each Shareholder hereby authorizes, directs, requests and instructs the Nominee to accept and comply with any such Transfer Instruction without any duty of further inquiry of the Shareholders. The Securities Agent hereby agrees that it will not effect any transfer of the Shares prior to the Termination Date other than pursuant to a Transfer Instruction.

2.2 Disposition of Transferred Shares.

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SECTION 3

TERM; REIMBURSEMENT OF EXPENSES

3.1 Term. The term of this Agreement shall commence on the date hereof and shall terminate upon the Termination Date.

3.2 Reimbursement of Expenses. The Shareholders agree to reimburse the reasonable and necessary fees, expenses and other amounts incurred by the Securities Agent under this Agreement (including the reasonable fees and expenses of the Securities Agent’s counsel), in addition to any other fees, expenses and other amounts payable that may arise under the Securities Agency Agreement.

SECTION 4

SECURITIES AGENT

4.1 Duties of the Securities Agent.

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4.2 Responsibilities of Securities Agent. The obligations of the Securities Agent under this Agreement shall be to:

The Securities Agent shall have no obligation whatsoever either prior to or after receiving any such written notice or certificate to inquire whether an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it by the Collateral Agent. Except as otherwise expressly set forth in this Agreement, (i) the Securities Agent shall not take any action with respect to the Shares, except pursuant to the written instructions of the Collateral Agent, and (ii) the Nominee shall not take any action with respect to the Shares, except pursuant to a Transfer Instruction from the Securities Agent.

4.3 Securities Agent’s Individual Capacity.

The Securities Agent may engage in any kind of financial business with Caspi Neft or the Shareholders or any of their affiliates or respective subsidiaries as if it were not performing the duties specified herein, and may accept fees and other consideration from the Shareholders for services in connection with this Agreement and otherwise without having to account for the same to the Trustee or to the holders of Notes from time to time.

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4.4 Limitation of Responsibility.

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SECTION 5

INDEMNIFICATION; DISCLAIMERS, ETC.

5.1 Shareholders’ Indemnification Obligations. The Shareholders shall be liable for and shall reimburse and indemnify the Securities Agent and hold the Securities Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Agreement or being Securities Agent hereunder (including, but not limited to, Losses incurred by the Securities Agent in connection with its successful defense, in whole or in part, of any claim of willful misconduct or negligence on its part); provided, however, that the Securities Agent shall not be indemnified for Losses caused by its own willful misconduct or negligence.

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SECTION 6

ILLEGALITY; NO INCONSISTENCY

6.1 Nothing in this Agreement or the Transaction Documents shall require the Securities Agent to take any action that is in violation of or prohibited by (i) applicable laws or (ii) the Securities Agency Agreement.

SECTION 7

MISCELLANEOUS PROVISIONS

7.1

If to the Securities Agent:

JSC BTA Securities

281 Khusainov Street

Almaty 050060

Kazakhstan

Attention: Zhassulan Bekzhigitov

Fax: +7 ###-###-####

If to the Shareholders:

c/o Transmeridian Exploration Incorporated

5847 San Felipe, Suite 4300

Houston, Texas 77057

USA

Attention: Earl W. McNiel

Fax: +1 ###-###-####

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[signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

Signature Page to Amended and Restated Conditional Share Transfer Agreement