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This Agreement
(the “ Agreement ”) is made as of
August 21, 2009 by and among CANARGO ENERGY CORPORATION
, a Delaware Corporation (the “Issuer”), and
PERSISTENCY , a Cayman Islands limited company (the
“Holder”).
WHEREAS ,
the Issuer and the Holder have entered into a certain Note and
Warrant Purchase Agreement dated June 28, 2006 (the
“Purchase Agreement”) relating to the 12% Subordinated
Convertible Guaranteed Notes, due June 28, 2010 (the
“Subordinated Notes”) of the Issuer;
WHEREAS,
the Holder is the holder of 100% of the issued and outstanding
Subordinated Notes;
WHEREAS ,
pursuant to Section 11.7 of the Purchase Agreement, the
Subordinated Notes are convertible into common stock, par value
$0.10 per share (the “Common Stock”) of the Issuer at a
price and subject to the terms and conditions of the
Agreement;
WHEREAS ,
the Issuer and the Holder have agreed to change certain of the
terms and conditions of the Note Purchase Agreement and the
Subordinated Notes issued thereunder applicable to the
Holder’s investment in the Subordinated Notes, as set forth
herein.
NOW
THEREFORE, in consideration of the mutual covenants herein
contained, and for such other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
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