Amendment Agreement To The Share Encumbrance And Pledge Agreement

Exhibit 10.15

Execution copy

AMENDMENT AGREEMENT

TO THE SHARE ENCUMBRANCE AND PLEDGE AGREEMENT

THIS AMENDMENT AGREEMENT TO THE SHARE ENCUMBRANCE AND PLEDGE AGREEMENT (this " Amendment Agreement" ) dated as of May 24, 2006, is entered into among:

JSC TuranAlem Securities , a joint stock company registered under the laws of Kazakhstan and holding broker-dealer license No. 0401200159, as Securities Agent under the Securities Agency Agreement of even date, acting on behalf of The Bank of New York, as trustee under the Indenture described below (in such capacity, together with its successors and assigns in such capacity, the " Securities Agent" ), and

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

RECITALS WHEREAS, the Securities Agent and the Shareholders have entered into the Conditional Share Transfer Agreement dated as of 3 January 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the " Conditional Share Transfer Agreement" ) providing for the Share Transfer from the Shareholders to the Securities Agent; WHEREAS, to secure the Shareholders' obligations under the Conditional Share Transfer Agreement, the Securities Agent and the Shareholders have entered into the Share Encumbrance and Pledge Agreement dated 3 January 2006 (the " Share Encumbrance and Pledge Agreement" );

WHEREAS, the Securities Agent and the Shareholders have entered into the Amendment Agreement amending the Conditional Share Transfer Agreement as of the date hereof (the " CSTA Amendment Agreement" ); NOW THEREFORE, to comply with the provisions of the Share Encumbrance and Pledge Agreement and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Securities Agent and the Shareholders mutually covenant and agree as follows:

1 Provisions of the Share Encumbrance and Pledge Agreement

Except insofar as otherwise expres ...