Amended And Restated Share Encumbrance And Pledge Agreement

Exhibit 10.2

Execution Version

Amended and Restated Share Encumbrance and Pledge Agreement Dated October 24, 2008

JSC BTA Securities

(" Securities Agent" )

Transmeridian Exploration Inc. and Bramex Management, Inc.

(" Shareholders" )

DentonWildeSapte . . .

96 Baitursynov St. T +7 727 258 1950 Almaty 050022 F +7 727 258 1950 Republic of Kazakhstan almaty@dentonwildesapte.com www.dentonwildesapte.com

Amended and Restated Share Encumbrance and Pledge Agreement Dated October 24, 2008

Among (1) JSC BTA Securities (" Securities Agent" ) , a joint stock company incorporated and existing under the laws of the Republic of Kazakhstan; (2) Transmeridian Exploration Inc. (" TME" ) , a company registered under laws of the British Virgin Islands; and (3) Bramex Management, Inc. (" Bramex" ) , a company registered under laws of the British Virgin Islands (Bramex, jointly with TME, shall be referred to as the " Shareholders" ).

Recitals

A WHEREAS, the Shareholders own the Shares in Caspi Neft (each as defined below);

B WHEREAS, the Securities Agent and the Shareholders entered into the Share Encumbrance and Pledge Agreement, dated as of January 3, 2006, as amended on May 24, 2006 (the " Original SEPA" ), to secure the Shareholders' obligations under the Conditional Share Transfer Agreement, dated as of January 3, 2006, as amended on May 24, 2006; C WHEREAS, simultaneously with the execution and delivery of this Agreement, the Securities Agent and the Shareholders are entering into the Amended and Restated Conditional Share Transfer Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the " New CSTA" ), to secure the obligations of the Shareholders under the Indentures and the Notes and all other obligations of the Shareholders under the Transaction Documents; and

D WHEREAS, with a view to securing the performance of obligations of the Shareholders towards the Securities Agent under the New CSTA, the Shareholders have agreed to encumber and pledge the Shares to the Securities Agent.

It is hereby agreed by the Parties as follows: 1 Definitions

In this Agreement, unless there is a specific provision to the contrary or where the context otherwise requires, words defined in the New CSTA shall have the respective meanings herein. In this Agreement the following terms shall have the meanings (such meanings to be equally applicable to both the singular and the plural forms thereof) given to them herein.

Shares means, as at the date of this Agreement, fifty thousand (50,000) ordinary registered shares in Caspi Neft (National Identification Number KZ1C41630019) with a nominal value of one thousand (1,000) tenge each, representing one hundred percent (100%) of the issued and paid-up shares in Caspi Neft, and any other additional Securities acquired by the Shareholders after the date of this Agreement.

Secured Obligations means the (i) obligations of the Shareholders to perform the Share Transfer in favour of the Securities Agent or as otherwise directed by the Securities Agent in accordance with the New CSTA, evaluated as US$290,000,000, to be performed by 31 December 2010, and (ii) any other obligations of the Shareholders towards the Sec ...