Amendment No. 11 to Schedule 13D

0001193125-15-009626.txt : 20150114 0001193125-15-009626.hdr.sgml : 20150114 20150113180559 ACCESSION NUMBER: 0001193125-15-009626 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20150114 DATE AS OF CHANGE: 20150113 GROUP MEMBERS: ALEXANDRIA NICOLE MITCHELL JACOBS GROUP MEMBERS: AMY MITCHELL GROUP MEMBERS: ANBE HOLDINGS, LP GROUP MEMBERS: ANBE LLC GROUP MEMBERS: DALEA MANAGEMENT, LLC GROUP MEMBERS: DALEA PARTNERS, LP GROUP MEMBERS: DEUT 8, LLC GROUP MEMBERS: ELIZABETH LEE MITCHELL GROUP MEMBERS: LONGFELLOW ENERGY, LP GROUP MEMBERS: NOAH MALONE MITCHELL, 4TH GROUP MEMBERS: STEVENSON BRIGGS MITCHELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSATLANTIC PETROLEUM LTD. CENTRAL INDEX KEY: 0001092289 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79343 FILM NUMBER: 15525663 BUSINESS ADDRESS: STREET 1: 16803 DALLAS PARKWAY CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 214-220-4323 MAIL ADDRESS: STREET 1: 16803 DALLAS PARKWAY CITY: ADDISON STATE: TX ZIP: 75001 FORMER COMPANY: FORMER CONFORMED NAME: TRANSATLANTIC PETROLEUM CORP. DATE OF NAME CHANGE: 20050527 FORMER COMPANY: FORMER CONFORMED NAME: TRANSATLANTIC PETROLEUM CORP DATE OF NAME CHANGE: 20000918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mitchell Noah Malone III CENTRAL INDEX KEY: 0001398377 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 16803 DALLAS PARKWAY CITY: ADDISON STATE: TX ZIP: 75001 SC 13D/A 1 d851282dsc13da.htm AMENDMENT NO. 11 TO SCHEDULE 13D Amendment No. 11 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

TransAtlantic Petroleum Ltd.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

G89982113

(CUSIP Number)

Dalea Management, LLC

16803 Dallas Parkway Suite 300

Addison, Texas 75001

Attention: Christine Stroud

(972) 590-9879

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 29, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dalea Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 10,374,034.9
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 10,374,034.9
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,374,034.9
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.5%
14	TYPE OF REPORTING PERSON PN

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dalea Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 10,374,034.9
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 10,374,034.9
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,374,034.9
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.5%
14	TYPE OF REPORTING PERSON CO

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Longfellow Energy, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 3,958,333.3
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 3,958,333.3
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,958,333.3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON PN

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Deut 8, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 3,958,333.3
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 3,958,333.3
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,958,333.3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON CO

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ANBE Holdings, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 3,958,333.3
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 3,958,333.3
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,958,333.3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON PN

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ANBE LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 3,958,333.3
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 3,958,333.3
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,958,333.3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON CO

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N. Malone Mitchell, 3rd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 150,033
		8	SHARED VOTING POWER 14,639,293.2
		9	SOLE DISPOSITIVE POWER 150,033
		10	SHARED DISPOSITIVE POWER 14,639,293.2
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,789,326.2
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.2%
14	TYPE OF REPORTING PERSON IN

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amy Mitchell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 14,639,293.2
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 14,639,293.2
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,639,293.2
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0%
14	TYPE OF REPORTING PERSON IN

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alexandria Nicole Mitchell Jacobs
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 23,333
		8	SHARED VOTING POWER 3,958,333.3
		9	SOLE DISPOSITIVE POWER 23,333
		10	SHARED DISPOSITIVE POWER 3,958,333.3
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,981,666.3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%
14	TYPE OF REPORTING PERSON IN

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Noah Malone Mitchell, 4th
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 23,333
		8	SHARED VOTING POWER 3,958,333.3
		9	SOLE DISPOSITIVE POWER 23,333
		10	SHARED DISPOSITIVE POWER 3,958,333.3
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,981,666.3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%
14	TYPE OF REPORTING PERSON IN

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stevenson Briggs Mitchell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 23,333
		8	SHARED VOTING POWER 3,958,333.3
		9	SOLE DISPOSITIVE POWER 23,333
		10	SHARED DISPOSITIVE POWER 3,958,333.3
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,981,666.3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%
14	TYPE OF REPORTING PERSON IN

*	See Item 3.

Schedule 13D/A


CUSIP No. G89982113


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elizabeth Lee Mitchell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 23,333
		8	SHARED VOTING POWER 3,958,333.3
		9	SOLE DISPOSITIVE POWER 23,333
		10	SHARED DISPOSITIVE POWER 3,958,333.3
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,981,666.3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%
14	TYPE OF REPORTING PERSON IN

*	See Item 3.

AMENDMENT NO. 11 TO SCHEDULE 13D

This Amendment No. 11 to Schedule 13D (this “Eleventh Amendment”) amends and supplements the Schedule 13D originally filed on April 17, 2008, as amended by Amendment No. 1 on June 25, 2008, Amendment No. 2 on August 28, 2008, Amendment No. 3 on September 29, 2008, Amendment No. 4 on December 30, 2008, Amendment No. 5 on July 2, 2009, Amendment No. 6 on December 3, 2009, Amendment No. 7 on September 13, 2010, Amendment No. 8 on May 17, 2011, Amendment No. 9 on March 23, 2012, Amendment No. 10 on January 10, 2014 (collectively, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Schedule 13D.

This Eleventh Amendment is being filed to make updates and amendments to the Schedule 13D as follows:

Item 1.

Security and Issuer

There are no changes to the Item 1 information previously filed.

Item 2.

Identity and Background

There are no changes to the Item 2 information previously filed.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following paragraph after the last paragraph:

On December 31, 2014, Issuer issued 134,169 common share purchase warrants to Mitchell (the “Mitchell Warrants”) and 23,333 common share purchase warrants to each of Alexandria Nicole Mitchell Jacobs (the “Alexandria Warrants”), Noah Malone Mitchell, 4^th (the “Noah Warrants”) , Stevenson Briggs Mitchell (the “Stevenson Warrants”), and Elizabeth Lee Mitchell (the “Elizabeth Warrants” and, together with the Mitchell Warrants, the Alexandria Warrants, the Noah Warrants and the Stevenson Warrants, the “Gundem Warrants”), as shareholders of the entity Gündem Turizm Yatirim ve Işletmeleri Anonim Şirketi (“Gundem”), which agreed to pledge its primary asset, a Turkish resort, in exchange for an extension of the maturity date of a credit agreement between the Issuer and a Turkish bank. As consideration for the pledge of the Gundem resort, the independent members of the Issuer’s board of directors approved the issuance of the Gundem Warrants. The Gundem Warrants are immediately exercisable, expire 18 months from the date of the release of the pledge on the Gundem resort, and entitle the holder to purchase one Common Share for each Warrant at an exercise price of $5.99 per share.

Item 4.

Purpose of the Transaction

Item 4 is hereby amended and supplemented by adding the following paragraph after the last paragraph:

See Item 3. On December 29, 2014, Dalea Partners purchased a convertible note in the original principal amount of $2,000,000 from the Issuer (the “Dalea Note”) and on December 30, 2014, the Pinon Foundation, a non-profit corporation of which Mitchell, Amy Mitchell, Alexandria Nicole Mitchell Jacobs, and Noah Malone Mitchell, 4^thare directors, purchased a convertible note in the original principal amount of $10,000,000 from the Issuer (the “Pinon Note,” and, together with the Dalea Note, the “Convertible Notes”). The Convertible Notes bear interest at a rate of 13.0% per annum and mature on July 1, 2017. The Convertible Notes may be converted, at the election of holder, any time after July 1, 2015, into Issuer’s common shares at a conversion price of $6.80 per share.

Item 5.

Interest in Securities of the Issuer

Item 5(a) is hereby amended and restated to read in its entirety as follows:

(a)

Amount beneficially owned:

(i)

Dalea Partners beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Dalea Partners cover page of this Eleventh Amendment.

(ii)

Dalea Management beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Dalea Management cover page of this Eleventh Amendment.

(iii)

Longfellow beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Longfellow cover page of this Eleventh Amendment.

(iv)

Deut 8 beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Deut 8 cover page of this Eleventh Amendment.

(v)

ANBE Holdings beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the ANBE Holdings cover page of this Eleventh Amendment.

(vi)

ANBE Holdings GP beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the ANBE Holdings GP cover page of this Eleventh Amendment.

(vii)

Mitchell beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Mitchell cover page of this Eleventh Amendment.

(viii)

Amy Mitchell beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Amy Mitchell cover page of this Eleventh Amendment.

(ix)

Alexandria Nicole Mitchell Jacobs beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Alexandria Nicole Mitchell Jacobs cover page of this Eleventh Amendment.

(x)

Noah Malone Mitchell, 4^th beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Noah Malone Mitchell, 4^th cover page of this Eleventh Amendment.

(xi)

Stevenson Briggs Mitchell beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Stevenson Briggs Mitchell cover page of this Eleventh Amendment.

(xii)

Elizabeth Lee Mitchell beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Elizabeth Lee Mitchell cover page of this Eleventh Amendment.

Item 5(b) is hereby amended by deleting all references to “Tenth Amendment” and replacing them with “Eleventh Amendment.”

Items 5(b)(ix)-(xii) are hereby amended by adding the following sentences thereto:

(ix)

Alexandria Nicole Mitchell Jacobs possesses the sole power to vote and the sole power to dispose the amount of the Issuer’s common shares listed in Rows 7 and 9 of the Alexandria Nicole Mitchell Jacobs cover page of this Eleventh Amendment.

(x)

Noah Malone Mitchell, 4th possesses the sole power to vote and the sole power to dispose the amount of the Issuer’s common shares listed in Rows 7 and 9 of the Noah Malone Mitchell, 4th cover page of this Eleventh Amendment.

(xi)

Stevenson Briggs Mitchell possesses the sole power to vote and the sole power to dispose the amount of the Issuer’s common shares listed in Rows 7 and 9 of the Stevenson Briggs Mitchell cover page of this Eleventh Amendment.

(xii)

Elizabeth Lee Mitchell possesses the sole power to vote and the sole power to dispose the amount of the Issuer’s common shares listed in Rows 7 and 9 of the Elizabeth Lee Mitchell cover page of this Eleventh Amendment.

Item 5(c) is hereby amended and restated to read in its entirety as follows:

(c)

There have been no transactions in the common shares of the Issuer effected during the last 60 days by the Reporting Persons.

There are no further changes to the Item 5 information previously filed.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

There are no changes to the Item 6 information previously filed.

Item 7.

Material to be Filed As Exhibits.


Exhibit	Description	Filing

1	Joint Filing Agreement	Filed as Exhibit 1 to Eighth Amendment to Schedule 13D filed with the SEC on May 17, 2011

2	Mitchell Warrant	Filed herewith

3	Alexandria Warrant	Filed herewith

4	Noah Warrant	Filed herewith

5	Stevenson Warrant	Filed herewith

6	Elizabeth Warrant	Filed herewith

7	Dalea Note	Filed herewith

8	Pinon Note	Filed herewith

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Date: January 13, 2015	DALEA PARTNERS, LP

	By:	Dalea Management, LLC,
		its general partner

	By:	/s/ N. Malone Mitchell, 3^rd
	Name:	N. Malone Mitchell, 3^rd
	Title:	Manager

	DALEA MANAGEMENT, LLC

	By:	/s/ N. Malone Mitchell, 3^rd
	Name:	N. Malone Mitchell, 3^rd
	Title:	Manager

	LONGFELLOW ENERGY, LP

	By:	Deut 8, LLC,
		its general partner

	By:	/s/ N. Malone Mitchell, 3^rd
	Name:	N. Malone Mitchell, 3^rd
	Title:	Manager

	DEUT 8, LLC

	By:	/s/ N. Malone Mitchell, 3^rd
	Name:	N. Malone Mitchell, 3^rd
	Title:	Manager

	ANBE HOLDINGS, LP

	By:	ANBE LLC,
		its general partner

	By:	/s/ N. Malone Mitchell, 3^rd
	Name:	N. Malone Mitchell, 3^rd
	Title:	Manager

	ANBE LLC

	By:	/s/ N. Malone Mitchell, 3^rd
	Name:	N. Malone Mitchell, 3^rd
	Title:	Manager

	/s/ N. Malone Mitchell, 3^rd
	N. MALONE MITCHELL, 3^rd


						/s/ Amy Mitchell
						AMY MITCHELL

						/s/ Alexandria Nicole Mitchell Jacobs
						ALEXANDRIA NICOLE MITCHELL JACOBS

						/s/ Noah Malone Mitchell, 4^th
						NOAH MALONE MITCHELL, 4^th

						/s/ Stevenson Briggs Mitchell
						STEVENSON BRIGGS MITCHELL

						/s/ Elizabeth Lee Mitchell
						ELIZABETH LEE MITCHELL

EX-99.2 2 d851282dex992.htm EX-99.2 EX-99.2

EXHIBIT 2

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT IN A TRANSACTION COMPLETED IN ACCORDANCE WITH THE REGISTRATION STATEMENT, (B) TO THE CORPORATION, (C) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

COMMON SHARE PURCHASE WARRANTS

THESE WARRANTS WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BEFORE 4:00 P.M. (CENTRAL STANDARD TIME) ON THE DATE WHICH FALLS EIGHTEEN MONTHS FROM THE DATE OF THE RELEASE OF THE PLEDGE ON THE RESORT OWNED BY GÜNDEM TURIZM YATIRIM VE IŞLETMELERI ANONIM ŞIRKETI.

TRANSATLANTIC PETROLEUM LTD.

(Incorporated under Bermuda Companies Act 1981)


CERTIFICATE NO.		W-2		134,169		Warrants

THIS IS TO CERTIFY THAT, FOR VALUE RECEIVED,

Noah Malone Mitchell, 3rd

(the “holder”) is entitled to subscribe for and purchase, upon and subject to the terms and conditions hereinafter set forth, one fully paid and non-assessable Common Share (a “Common Share”) in the capital of TransAtlantic Petroleum Ltd. (the “Corporation”) for each whole warrant (a “Warrant”) represented hereby, at any time on or after the date hereof but prior to 4:00 p.m. (Central Standard Time) on the date which is eighteen months from the date of release of the pledge on Gündem Turizm Yatirim ve Işletmeleri Anonim Şirketi’s resort (the “Time of Expiry”) at and for a price of US$5.99 per Common Share (the “Exercise Price”), all subject to adjustment and upon the terms and conditions provided herein.

The right to purchase Common Shares hereunder may be exercised during the period herein specified by:

1.	completing, in the manner indicated, and executing the attached exercise form for that number of Common Shares which the holder is entitled and wishes to purchase;

2.	surrendering this Warrant Certificate to the Corporation at its principal office at 16803 Dallas Parkway, Addison, TX 75001, or at such other address as the Corporation may designate from time to time by notice to the holder; and

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paying the appropriate subscription price for the Common Shares so subscribed for either by bank draft, certified check or money order payable in immediately available funds at par in United States funds to or to the order of the Corporation or complying with the cashless exercise provisions set forth in the following paragraph.

In lieu of exercising this Warrant Certificate by means of paying via bank draft, certified check or money order, the holder may exercise this Warrant Certificate by a cashless exercise and shall receive the number of Common Shares equal to an amount (as determined below) by surrender of this Warrant Certificate at the principal office of the Corporation together with the properly endorsed exercise form in the form attached hereto in which event the Corporation shall issue to the holder a number of Common Shares computed using the following formula:

X = Y(A-B)/A

where X = the number of Common Shares issued to the holder;

Y =

the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised at the date of the calculation;

A =

the Current Market Price of the Common Shares of the Corporation at the date of the calculation; and

B =

the Exercise Price on the date of the calculation

Upon surrender and payment via bank draft, certified check, money order or cashless exercise as aforesaid, the Corporation will, subject to the terms hereof, issue to the person or persons named in the exercise form the number of Common Shares subscribed for and such person or persons will be shareholders of the Corporation in respect of such Common Shares as at the date of surrender and payment notwithstanding any delay in the issuance of a share certificate in respect thereof. Within five business days after surrender and payment, the Corporation will mail to such person or persons, at the address or addresses specified in the exercise form, a certificate or certificates evidencing the Common Shares subscribed for, or if requested by the holder, make available for pick-up at the Corporation’s office such certificate or certificates within five business days of the satisfaction of the exercise requirements herein. If the holder subscribes for a number of Common Shares which is less than the maximum number of Common Shares which could be subscribed for as the result of the exercise of all of the Warrants evidenced by this Warrant Certificate, the holder shall be entitled to receive a new Warrant Certificate (substantially in the form hereof) for that number of the Warrants not exercised so as to allow the purchase of those Common Shares that might have been subscribed for hereunder but which were not then subscribed for and purchased by the holder.

In no event shall fractional Common Shares be issued in connection with the exercise of the Warrants evidenced by this Warrant Certificate. In lieu of a fractional Common Share that would otherwise be issuable upon an exercise of the Warrants, there shall be paid to the holder by the Corporation, within ten business days after the date of surrender of this Warrant Certificate and satisfaction of the exercise requirements herein, an amount in lawful money of the United States equal to the then current market value of such fractional share computed on the basis of the Current Market Price (as defined below) of the Common Shares on such date of exercise, provided that the Corporation shall not be required to make any payment, calculated as aforesaid, that is less than US$10.00.

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“Current Market Price” of the Common Shares at any date means the volume weighted average trading price per share for such shares for the 10 consecutive Trading Days immediately preceding such date on the NYSE MKT or, if on such date the Common Shares are not listed on the NYSE MKT, on such stock exchange upon which such shares are listed and as selected by the directors of the Corporation, or, if such shares are not listed on any stock exchange, then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation, and, in the event the Common Shares do not trade on any over-the-counter market, then in such manner as the directors of the Corporation determine, having regard to the parity and equality of the interests of the holders of Common Shares in the Corporation, and “Trading Days” means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business and with respect to an over-the-counter market, a day on which the NYSE MKT is open for the transaction of business.

The Warrants evidenced by this Warrant Certificate are exercisable at any time and from time to time up to, but not after, the Time of Expiry, upon payment in the manner and at the place provided for above.

Nothing contained herein shall confer on the holder or any other person any right to subscribe for or purchase shares in the capital of the Corporation at any time subsequent to the Time of Expiry and, from and after such time, the Warrants evidenced by this Warrant Certificate and all rights hereunder shall expire and be of no further force or effect.

If this Warrant Certificate is stolen, lost, mutilated or destroyed, the Corporation shall, on such reasonable terms as to indemnity or otherwise as it may impose, deliver a replacement Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or destroyed.

The Warrants evidenced by this Warrant Certificate shall not entitle the holder to any rights whatsoever as a shareholder of the Corporation.

The Exercise Price or the number of Common Shares or other securities or property purchasable upon exercise of the Warrants shall be subject to adjustment from time to time in the events and in the manner provided for below:

(a)

If and whenever at any time after the date hereof and prior to the Time of Expiry the Corporation shall:

(i)

issue Common Shares (or securities convertible into Common Shares with no payment therefor (“Convertible Securities”)) as a stock dividend or make a distribution on its outstanding Common Shares payable in Common Shares or Convertible Securities;

(ii)

subdivide, redivide or change its outstanding Common Shares into a greater number of shares; or

(iii)

consolidate, reduce or combine its outstanding Common Shares into a smaller number of shares;

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be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case of an issuance or distribution of Convertible Securities, the number of Common Shares that would have been outstanding had such securities been converted into Common Shares on such date).

To the extent that any adjustment in the Exercise Price occurs pursuant to this paragraph (a) as a result of the fixing by the Corporation of a record date for the distribution of Convertible Securities, the Exercise Price shall be readjusted immediately after the expiry of any relevant conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

If and whenever at any time after the date hereof and prior to the Time of Expiry a Common Share Reorganization shall occur and any such event results in an adjustment in the Exercise Price, the number of Common Shares purchasable pursuant to each of the Warrants evidenced by this Warrant Certificate shall be adjusted contemporaneous with the adjustment of the Exercise Price, by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(b)

If and whenever at any time after the date hereof and prior to the Time of Expiry, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all of the holders of the outstanding Common Shares, pursuant to which such shareholders are entitled, directly or indirectly, during a period expiring not more than 45 days after such record date (the “Rights Period”), to subscribe for or purchase (x) Common Shares at a price per share to the shareholder less than 90% of the Current Market Price for the Common Shares on such record date or (y) securities (in this paragraph (b) referred to as “Exchangeable Securities”) exchangeable for or convertible into Common Shares at an effective subscription price per Common Share (giving effect to the terms of such subscription or purchase and of such exchange or conversion privilege) less than 90% of the Current Market Price for the Common Shares on such record date (any of such events being hereinafter called a “Rights Offering”), then the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

(i)

the numerator of which shall be the aggregate of:

(A)

the number of Common Shares outstanding as of the record date for the Rights Offering, and

(B)

a number determined by dividing: (I) either (1) the product of the number of Common Shares actually issued upon the exercise of the rights, warrants, or options distributed under the Rights Offering and the price per share at which such Common Shares are acquired; or, as the case may be, (2) the product of the effective subscription price of the Exchangeable Securities and the number of Common Shares issuable under such Exchangeable Securities distributed under the Rights Offering; by (II) the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

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(ii)

the denominator of which shall be the number of Common Shares outstanding immediately after the end of the Rights Period (after giving effect to the Rights Offering, including the number of Common Shares actually issued upon exercise of the rights, warrants or options distributed under the Rights Offering and the number of Common Shares issuable if all Exchangeable Securities actually issued under the Rights Offering were exchanged for or converted into Common Shares).

To the extent that Exchangeable Securities are not exchanged for or converted into Common Shares prior to the expiry thereof, the Exercise Price as determined pursuant to this paragraph (b) will be readjusted to the Exercise Price which would be in effect based upon the number of Common Shares (or other securities) actually delivered on the exchange or conversion of such Exchangeable Securities.

Any Common Shares owned by or held for the account of the Corporation or any subsidiary (as defined in the Bermuda Companies Act 1981) of the Corporation shall be deemed not to be outstanding for the purpose of any such computation.

(c)

If and whenever at any time after the date hereof and prior to the Time of Expiry the Corporation shall fix a record date for the issue or the distribution to all or substantially all of the holders of one or more classes of outstanding Common Shares of: (i) shares of the Corporation of any class other than Common Shares; (ii) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (excluding those exercisable for a period expiring not more than 45 days after such record date and excluding those with a price per share (or having an effective exchange or conversion price or exercise price per share) not less than the Current Market Price of the Common Shares on such record date); (iii) evidences of indebtedness; or (iv) any property or other assets (including cash), and if such issuance or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i)

the numerator of which shall be:

(1)

the product obtained when the number of Common Shares outstanding on such record date is multiplied by the Current Market Price of the Common Shares on such record date; less

(2)

the fair market value, as determined by resolution of the directors of the Corporation (whose determination shall be conclusive), to the holders of the Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or other assets issued or distributed in the Special Distribution less the fair market value, as determined by resolution of the directors of the Corporation (whose determination shall be conclusive) of the consideration, if any, received therefor by the Corporation; and

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(ii)

the denominator of which shall be the product obtained when the number of Common Shares outstanding on such record date is multiplied by the Current Market Price of the Common Shares on such record date.

To the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed.

(d)

If and whenever at any time after the date hereof and prior to the Time of Expiry there shall be a reclassification of the Common Shares at any time outstanding or a change of the outstanding Common Shares into other securities (other than a Common Share Reorganization), or a consolidation, arrangement, amalgamation, merger or other reorganization of the Corporation with or into any other corporation or other entity (other than a consolidation, arrangement, amalgamation, merger or other reorganization which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares but, for greater certainty, including any continuance to a jurisdiction outside of Bermuda), or a transfer, sale or conveyance of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity (any of such events being herein called a “Capital Reorganization”), the holder, upon any exercise of its right hereunder to purchase Common Shares after the effective date of such Capital Reorganization, shall be entitled to receive, and shall accept, for the same aggregate consideration, in lieu of the number of Common Shares to which the holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which the holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the holder had been the registered holder of the number of Common Shares that the holder was theretofore entitled to acquire upon such exercise. The Corporation shall, acting reasonably, give effect to this provision by requiring such successor entity to (prior to or contemporaneously with any such Capital Reorganization), enter into an agreement or new Warrant Certificate which shall provide, to the extent possible, for the application of the provisions set forth in this Warrant Certificate with respect to the rights and interests thereafter of the holder to the end that the provisions set forth in this Warrant Certificate shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which the holder is entitled on the exercise of its acquisition rights thereafter and upon entering into such new Warrant Certificate or agreement and the completion of such Capital Reorganization, the Corporation shall cease to have any obligations (including the obligation to issue any Common Shares) hereunder and the holder shall cease to have any rights hereunder; provided that if the Corporation enters into a Capital Reorganization that includes any continuance to a jurisdiction outside of Bermuda, the new Warrant Certificate shall be governed by the laws of such new jurisdiction. Any Warrant Certificate or agreement entered into between the Corporation, any successor to the Corporation or such successor entity shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this paragraph and which shall apply to successive Capital Reorganizations.

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(e)

The adjustments to the Exercise Price and number or type of Common Shares or other securities or property of the Corporation provided for herein are cumulative and such adjustments shall be made successively whenever any of the relevant events referred to herein shall occur. For purposes of the adjustments set forth above, the following provisions shall apply:

(i)

no adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% of the then prevailing Exercise Price and no adjustment shall be made pursuant to paragraph (a) in the number of Common Shares purchasable upon exercise of any of the Warrants evidenced hereby unless a corresponding adjustment to the Exercise Price is required hereunder; provided, however, that any adjustment which, except for the provisions of this clause (i), would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment;

(ii)

if a dispute shall at any time arise with respect to adjustments provided for herein, such dispute shall be conclusively determined by the Corporation’s auditors (except in cases where any determination relating to adjustments is to be made by the board of directors of the Corporation) or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors and any such determination shall be binding upon the Corporation and the holder;

(iii)

if the Corporation shall set a record date to determine holders of outstanding Common Shares entitled to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any of the Warrants evidenced hereby shall be required solely by reason of the setting of such record date;

(iv)

in the absence of a resolution of the directors fixing a record date for a Common Share Reorganization, Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which the Common Share Reorganization, Rights Offering or Special Distribution is effected; and

(v)

as a condition precedent to the taking of any action which would require any adjustment in any attribute of the Warrants, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all shares or other securities that the holder is entitled to receive on the total exercise thereof in accordance with the provisions thereof.

(f)

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mutandis as if such holder had exercised such holder’s Warrants and acquired Common Shares, prior to or on the effective date or record date of such event; provided that such participation shall be subject to receipt of all necessary regulatory approvals.

(g)

In any case in which the terms of the Warrants evidenced by this certificate shall require that an adjustment become effective as of a particular time, the Corporation may defer issuing to the holder in respect of any Warrants exercised after the record date for the event giving rise to the adjustment and before the event the kind and amount of shares, warrants or other securities to which the holder would be entitled upon such exercise by reason of the relevant adjustment, provided, however, that the Corporation shall deliver to the holder an appropriate instrument evidencing such holder’s right, upon the occurrence of the event requiring the adjustment, to the relevant adjustment.

(h)

If the purchase price provided for in any right, warrant, option or other convertible security issued as described in subsection (b) or (c) is decreased, or the rate of conversion at which any convertible securities which are issued as described in subsection (b) or (c) is increased, the Exercise Price shall forthwith be changed so as to decrease the Exercise Price to such Exercise Price as would have been obtained had the adjustment made in connection with the issuance of all such rights, options or securities been made upon the basis of such purchase price as so decreased or such rate as so increased. Likewise, if the purchase price provided for in any right, warrant, option or other convertible security issued as described in subsection (b) or (c) is increased, or the rate of conversion at which any convertible securities which are issued as described in subsection (b) or (c) is decreased, the Exercise Price shall forthwith be changed so as to increase the Exercise Price to such Exercise Price as would have been obtained had the adjustment made in connection with the issuance of all such rights, options or securities been made upon the basis of such purchase price as so increased or such rate as so decreased.

On the happening of each and every event referred to above that gives rise to an adjustment, the applicable provisions of these Warrants shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended. The Corporation shall promptly send to the holder notice of any and all adjustments hereunder as well as any adjustment to the Common Shares of the Corporation pursuant to the terms of the Corporation’s Memorandum of Continuance and Amended Bye-Laws.

The Corporation covenants that, so long as any Warrants remain outstanding it will give notice to the holder of its intention to fix a record date that is prior to the Expiry Time for any event referred to in subsections (a)(i), (b), (c) or (d) hereof which may give rise to an adjustment in the number of Common Shares to be received on exercise or the Exercise Price. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 15 days prior to such applicable record date. The Corporation covenants that it will not close its transfer books or take any other corporate action which might deprive the holder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 15 days after the giving of the notices set forth in this paragraph.

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in the form as attached hereto (the “Transfer Form”), and upon payment of reasonable charges of the Corporation (if requested), transfer and re-register the Warrants represented by this Warrant Certificate into the name of another holder. The Corporation reserves the right to require evidence, to its sole reasonable satisfaction, of compliance with all applicable securities laws prior to giving effect to any assignment or transfer of the Warrants represented hereby.

Within 14 days of receipt of this Warrant Certificate and the duly completed and executed Transfer Form and evidence of compliance with applicable securities law, as provided for above, the Corporation will cause to be mailed or delivered to such person or persons at the address or addresses specified in the Transfer Form, a certificate or certificates evidencing the number of Warrants to be transferred.

Any notice to the holder shall be valid and effective if delivered or sent by courier or ordinary post to the holder at the address appearing on the face page hereof.

Notwithstanding any provision to the contrary contained herein, no Common Shares will be issued pursuant to the exercise of any Warrant if the issuance of such securities would constitute a violation of the securities laws of any applicable jurisdiction, and the certificates evidencing the Common Shares thereby issued may bear such legend as may, in the opinion of legal counsel to the Corporation, be necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares of the Corporation are listed, provided that, at any time, in the opinion of legal counsel to the Corporation, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at that holder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of legal counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.

The Corporation represents and warrants that it is duly authorized to create and deliver these Warrants and to issue the Common Shares that may be issued hereunder and that these Warrants, when signed by the Corporation as herein provided, will be a valid obligation of the Corporation enforceable against the Corporation in accordance with the provisions hereof. The Corporation hereby covenants and agrees that, subject to the provisions hereof, it will cause the Common Shares from time to time duly subscribed for and purchased in the manner herein provided, and the certificates evidencing such Common Shares, to be duly issued and delivered, and that at all times up to and including the Time of Expiry, while these Warrants remain outstanding, it shall have sufficient authorized capital to satisfy its obligations hereunder should the holder determine to exercise the right in respect of all the Common Shares for the time being purchasable pursuant to the Warrants. All Common Shares issued upon the exercise of the right to purchase herein provided (upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof), shall be issued as fully paid and non-assessable Common Shares.

The Corporation represents and warrants that it has requested that the Common Shares issuable hereunder be listed and posted for trading on the Toronto Stock Exchange and NYSE MKT and has received the conditional approval of the Toronto Stock Exchange and NYSE MKT therefor. The Corporation covenants to use its reasonable best efforts to ensure that the conditions set forth in such approvals are satisfied as soon as practicable.

Time shall be of the essence hereof.

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The Warrants evidenced by this Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Texas applicable therein and shall be treated in all respects as a State of Texas contract.

The Warrants evidenced by this Warrant Certificate shall not be valid for any purpose whatsoever until signed by the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be executed and delivered by its proper officer, duly authorized in that regard.

DATED as of the 31^st day of December, 2014.


TRANSATLANTIC PETROLEUM LTD.

Per:		/s/ Matthew McCann

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EXERCISE FORM

TO:

TRANSATLANTIC PETROLEUM LTD.

The undersigned holder of the within Warrants hereby exercises the right to acquire Common Shares, par value $0.10, in the capital of TransAtlantic Petroleum Ltd., on the terms specified in the within Warrant Certificate.

The undersigned intends that payment of the Exercise Price shall be made as (check one):

Cash Exercise ¨

Cashless Exercise ¨

If the holder has elected a Cash Exercise, the holder shall pay the sum of $ by bank draft, certified check or money order to the Corporation in accordance with the terms of the Warrant Certificate.

If the holder has elected a Cashless Exercise, a certificate shall be issued to the holder for the number of shares equal to the whole number portion of the product of the calculation set forth below, which is .

X = Y(A-B)/A

Where:

X =

the number of Common Shares to be issued to the holder;

Y =

the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised (write number in blank): ;

A =

the Current Market Price (as defined in the Warrant Certificate) of the Common Shares of the Corporation (write number in blank): ; and

B =

the Exercise Price: US$5.99 per share (as adjusted from time to time as provided in the Warrant Certificate)

The undersigned represents, warrants and certifies as follows (one of the following must be checked):


¨	A.	The undersigned holder (i) at the time of exercise of this Warrant is not in the United States; (ii) is not a “U.S. person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and is not exercising this Warrant on behalf of a “U.S. person”; (iii) did not execute or deliver this Exercise Form in the United States; (iv) agrees to resell the Common Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration; and (v) agrees not to engage in hedging transactions with regard to the Common Shares unless in compliance with the U.S. Securities Act.

¨	B.	The undersigned holder (i) originally acquired the Warrants on its own behalf directly from the Corporation at a time when the holder was an accredited investor, as defined in Rule 501(a) under the U.S. Securities Act (an “Accredited Investor”); (ii) is exercising the Warrants solely for its own account and not on behalf of any other person; and (iii) is an Accredited Investor on the date hereof.

¨	C.	An exemption from registration under the U.S. Securities Act and any applicable state securities law is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of Warrants must be in form and substance satisfactory to the Corporation.

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The undersigned holder understands that (i) the certificate representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available; and (ii) Common Shares will not be registered or delivered to an address in the United States unless box B or box C is checked.

The undersigned hereby directs that the Common Shares hereby subscribed for be issued and delivered as follows:


Name in Full		Address in Full		Number of Shares

¨	held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Subscriber)

Instructions:

1.	The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to the Corporation at its principal office.

If the Exercise Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the Certificate, the signature of such holder on the Exercise Form must be guaranteed by a chartered bank, a trust company or a member firm of an approved signature guarantee medallion program. The guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

3.	If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

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TRANSFER FORM

TO:

TRANSATLANTIC PETROLEUM LTD.

FOR VALUE RECEIVED, the undersigned holder of the within Warrants hereby sells, assigns and transfers to , Warrants of TransAtlantic Petroleum Ltd. registered in the name of the undersigned on the records of the Corporation and irrevocably appoints , the attorney of the undersigned, to transfer the said securities on the books or register with full power of substitution.

The undersigned hereby directs that the Warrants hereby transferred be issued and delivered as follows:


Name in Full		Address in Full *		Number of Warrants

¨	held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Warrantholder)

Instructions:

1.	Signature of the Warrantholder must be the signature of the person appearing on the face of this Warrant Certificate. Signature of the transferee must be of the person in whose name the Warrants will be issued.

2.	If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

3.	The signature on the Transfer Form must be guaranteed by a chartered bank or trust company, or a member firm of an approved signature guarantee medallion program. The guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

If this Warrant Certificate bears a legend on the first page restricting the transfer without registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), this Transfer Form must be accompanied by one of the following: (a) a declaration to the effect that the Warrants are being transferred outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act in a form satisfactory to the Corporation, or (b) an opinion of counsel to the effect that the transfer is in compliance with the requirements of the U.S. Securities Act and all applicable state securities laws, or other evidence thereof (which opinion or other evidence must be in form and substance satisfactory to the Corporation).

Gundem Common Share Purchase Warrants

EX-99.3 3 d851282dex993.htm EX-99.3 EX-99.3

EXHIBIT 3

COMMON SHARE PURCHASE WARRANTS

TRANSATLANTIC PETROLEUM LTD.

(Incorporated under Bermuda Companies Act 1981)


CERTIFICATE NO.		W-3		23,333			Warrants

THIS IS TO CERTIFY THAT, FOR VALUE RECEIVED,

Alexandria Nicole Mitchell Jacobs

The right to purchase Common Shares hereunder may be exercised during the period herein specified by:

1.	completing, in the manner indicated, and executing the attached exercise form for that number of Common Shares which the holder is entitled and wishes to purchase;

2.	surrendering this Warrant Certificate to the Corporation at its principal office at 16803 Dallas Parkway, Addison, TX 75001, or at such other address as the Corporation may designate from time to time by notice to the holder; and

Gundem Common Share Purchase Warrants


X = Y(A-B)/A

where X = the number of Common Shares issued to the holder;

Y	=	the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised at the date of the calculation;

A	=	the Current Market Price of the Common Shares of the Corporation at the date of the calculation; and

B	=	the Exercise Price on the date of the calculation

Gundem Common Share Purchase Warrants

- 2 -

shares are not listed on any stock exchange, then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation, and, in the event the Common Shares do not trade on any over-the-counter market, then in such manner as the directors of the Corporation determine, having regard to the parity and equality of the interests of the holders of Common Shares in the Corporation, and “Trading Days” means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business and with respect to an over-the-counter market, a day on which the NYSE MKT is open for the transaction of business.

The Warrants evidenced by this Warrant Certificate shall not entitle the holder to any rights whatsoever as a shareholder of the Corporation.

(a)

If and whenever at any time after the date hereof and prior to the Time of Expiry the Corporation shall:

(i)

issue Common Shares (or securities convertible into Common Shares with no payment therefor (“Convertible Securities”)) as a stock dividend or make a distribution on its outstanding Common Shares payable in Common Shares or Convertible Securities;

(ii)

subdivide, redivide or change its outstanding Common Shares into a greater number of shares; or

(iii)

consolidate, reduce or combine its outstanding Common Shares into a smaller number of shares;

(each of the events enumerated in the clauses (i), (ii) and (iii), above, being hereinafter referred to as a “Common Share Reorganization”), the Exercise Price shall be adjusted effective immediately after the record date or effective date, as the case may be, which is used to determine the holders of outstanding Common Shares for the happening of a Common Share Reorganization, by multiplying the Exercise Price in effect immediately prior to such record date or effective date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date or effective date before giving effect to such Common Share Reorganization, and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case of an issuance or distribution of Convertible Securities, the number of Common Shares that would have been outstanding had such securities been converted into Common Shares on such date).

Gundem Common Share Purchase Warrants

- 3 -

(b)

(i)

the numerator of which shall be the aggregate of:

(A)

the number of Common Shares outstanding as of the record date for the Rights Offering, and

(B)

Gundem Common Share Purchase Warrants

- 4 -

(ii)

Any Common Shares owned by or held for the account of the Corporation or any subsidiary (as defined in the Bermuda Companies Act 1981) of the Corporation shall be deemed not to be outstanding for the purpose of any such computation.

(c)

(i)

the numerator of which shall be:

(1)

the product obtained when the number of Common Shares outstanding on such record date is multiplied by the Current Market Price of the Common Shares on such record date; less

(2)

(ii)

Gundem Common Share Purchase Warrants

- 5 -

(d)

(e)

Gundem Common Share Purchase Warrants

- 6 -

(i)

(ii)

(iii)

(iv)

(v)

(f)

No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise shall be made in respect of any event described in paragraphs (a), (b), (c) or (d) other than the events referred to in clauses (ii) and (iii) of paragraph (a), if the holder of Warrants is entitled to participate in such event on the same terms mutatis mutandis as if such holder had exercised such holder’s Warrants and acquired Common Shares, prior to or on the effective date or record date of such event; provided that such participation shall be subject to receipt of all necessary regulatory approvals.

Gundem Common Share Purchase Warrants

- 7 -

(g)

(h)

Subject to compliance with all securities laws in regard thereto, the Warrants represented by this Warrant Certificate and all rights granted hereunder shall be assignable and transferable to any party by the holder hereof. Subject to compliance with all securities laws in regard thereto, the holder of this Warrant Certificate may at any time prior to the Expiry Time, upon delivery to the Corporation (in the same manner as provided for exercise) of this Warrant Certificate and a duly completed and executed transfer in the form as attached hereto (the “Transfer Form”), and upon payment of reasonable charges of the Corporation (if requested), transfer and re-register the Warrants represented by this Warrant Certificate into the name of another holder. The Corporation reserves the right to require evidence, to its sole reasonable satisfaction, of compliance with all applicable securities laws prior to giving effect to any assignment or transfer of the Warrants represented hereby.

Gundem Common Share Purchase Warrants

- 8 -

Any notice to the holder shall be valid and effective if delivered or sent by courier or ordinary post to the holder at the address appearing on the face page hereof.

Time shall be of the essence hereof.

Gundem Common Share Purchase Warrants

- 9 -

The Warrants evidenced by this Warrant Certificate shall not be valid for any purpose whatsoever until signed by the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be executed and delivered by its proper officer, duly authorized in that regard.

DATED as of the 31^st day of December, 2014.


TRANSATLANTIC PETROLEUM LTD.

Per:		/s/ Matthew McCann

Gundem Common Share Purchase Warrants

- 10 -

EXERCISE FORM

TO: TRANSATLANTIC PETROLEUM LTD.

The undersigned intends that payment of the Exercise Price shall be made as (check one):

Cash Exercise ¨

Cashless Exercise ¨

If the holder has elected a Cash Exercise, the holder shall pay the sum of $ by bank draft, certified check or money order to the Corporation in accordance with the terms of the Warrant Certificate.


X = Y(A-B)/A

Where:

X	=	the number of Common Shares to be issued to the holder;

Y	=	the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised (write number in blank): ;

A	=	the Current Market Price (as defined in the Warrant Certificate) of the Common Shares of the Corporation (write number in blank): ; and

B	=	the Exercise Price: US$5.99 per share (as adjusted from time to time as provided in the Warrant Certificate)

The undersigned represents, warrants and certifies as follows (one of the following must be checked):


¨	A.	The undersigned holder (i) at the time of exercise of this Warrant is not in the United States; (ii) is not a “U.S. person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and is not exercising this Warrant on behalf of a “U.S. person”; (iii) did not execute or deliver this Exercise Form in the United States; (iv) agrees to resell the Common Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration; and (v) agrees not to engage in hedging transactions with regard to the Common Shares unless in compliance with the U.S. Securities Act.

¨	B.	The undersigned holder (i) originally acquired the Warrants on its own behalf directly from the Corporation at a time when the holder was an accredited investor, as defined in Rule 501(a) under the U.S. Securities Act (an “Accredited Investor”); (ii) is exercising the Warrants solely for its own account and not on behalf of any other person; and (iii) is an Accredited Investor on the date hereof.

¨	C.	An exemption from registration under the U.S. Securities Act and any applicable state securities law is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of Warrants must be in form and substance satisfactory to the Corporation.

Gundem Common Share Purchase Warrants

The undersigned hereby directs that the Common Shares hereby subscribed for be issued and delivered as follows:


Name in Full		Address in Full		Number of Shares

¨	held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Subscriber)

Instructions:

1.	The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to the Corporation at its principal office.

3.	If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

Gundem Common Share Purchase Warrants

- 12 -

TRANSFER FORM

TO: TRANSATLANTIC PETROLEUM LTD.

The undersigned hereby directs that the Warrants hereby transferred be issued and delivered as follows:


Name in Full		Address in Full*		Number of Warrants

¨	held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Warrantholder)

Instructions:

1.	Signature of the Warrantholder must be the signature of the person appearing on the face of this Warrant Certificate. Signature of the transferee must be of the person in whose name the Warrants will be issued.

2.	If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

3.	The signature on the Transfer Form must be guaranteed by a chartered bank or trust company, or a member firm of an approved signature guarantee medallion program. The guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

Gundem Common Share Purchase Warrants

EX-99.4 4 d851282dex994.htm EX-99.4 EX-99.4

EXHIBIT 4

COMMON SHARE PURCHASE WARRANTS

TRANSATLANTIC PETROLEUM LTD.

(Incorporated under Bermuda Companies Act 1981)


CERTIFICATE NO.		W-4		23,333		Warrants

THIS IS TO CERTIFY THAT, FOR VALUE RECEIVED,

Noah Malone Mitchell, 4^th

The right to purchase Common Shares hereunder may be exercised during the period herein specified by:

1.	completing, in the manner indicated, and executing the attached exercise form for that number of Common Shares which the holder is entitled and wishes to purchase;

2.	surrendering this Warrant Certificate to the Corporation at its principal office at 16803 Dallas Parkway, Addison, TX 75001, or at such other address as the Corporation may designate from time to time by notice to the holder; and

Gundem Common Share Purchase Warrants

X = Y(A-B)/A

where X = the number of Common Shares issued to the holder;

Y =

the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised at the date of the calculation;

A =

the Current Market Price of the Common Shares of the Corporation at the date of the calculation; and

B =

the Exercise Price on the date of the calculation

Gundem Common Share Purchase Warrants

- 2 -

The Warrants evidenced by this Warrant Certificate shall not entitle the holder to any rights whatsoever as a shareholder of the Corporation.

(a)

If and whenever at any time after the date hereof and prior to the Time of Expiry the Corporation shall:

(i)

(ii)

subdivide, redivide or change its outstanding Common Shares into a greater number of shares; or

(iii)

consolidate, reduce or combine its outstanding Common Shares into a smaller number of shares;

Gundem Common Share Purchase Warrants

- 3 -

(b)

(i)

the numerator of which shall be the aggregate of:

(A)

the number of Common Shares outstanding as of the record date for the Rights Offering, and

(B)

Gundem Common Share Purchase Warrants

- 4 -

(ii)

(c)

(i)

the numerator of which shall be:

(1)

the product obtained when the number of Common Shares outstanding on such record date is multiplied by the Current Market Price of the Common Shares on such record date; less

(2)

Gundem Common Share Purchase Warrants

- 5 -

(ii)

(d)

Gundem Common Share Purchase Warrants

- 6 -

(e)

(i)

(ii)

(iii)

(iv)

(v)

(f)

Gundem Common Share Purchase Warrants

- 7 -

(g)

(h)

Gundem Common Share Purchase Warrants

- 8 -

Any notice to the holder shall be valid and effective if delivered or sent by courier or ordinary post to the holder at the address appearing on the face page hereof.

Time shall be of the essence hereof.

Gundem Common Share Purchase Warrants

- 9 -

The Warrants evidenced by this Warrant Certificate shall not be valid for any purpose whatsoever until signed by the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be executed and delivered by its proper officer, duly authorized in that regard.

DATED as of the 31^st day of December, 2014.


TRANSATLANTIC PETROLEUM LTD.

Per:		/s/ Matthew McCann

Gundem Common Share Purchase Warrants

- 10 -

EXERCISE FORM

TO:

TRANSATLANTIC PETROLEUM LTD.

The undersigned intends that payment of the Exercise Price shall be made as (check one):


		Cash Exercise		¨
		Cashless Exercise		¨

If the holder has elected a Cash Exercise, the holder shall pay the sum of $ by bank draft, certified check or money order to the Corporation in accordance with the terms of the Warrant Certificate.

X = Y(A-B)/A

Where:

X =

the number of Common Shares to be issued to the holder;

Y =

the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised (write number in blank): ;

A =

the Current Market Price (as defined in the Warrant Certificate) of the Common Shares of the Corporation (write number in blank): ; and

B =

the Exercise Price: US$5.99 per share (as adjusted from time to time as provided in the Warrant Certificate)

The undersigned represents, warrants and certifies as follows (one of the following must be checked):


¨	A.	The undersigned holder (i) at the time of exercise of this Warrant is not in the United States; (ii) is not a “U.S. person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and is not exercising this Warrant on behalf of a “U.S. person”; (iii) did not execute or deliver this Exercise Form in the United States; (iv) agrees to resell the Common Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration; and (v) agrees not to engage in hedging transactions with regard to the Common Shares unless in compliance with the U.S. Securities Act.

¨	B.	The undersigned holder (i) originally acquired the Warrants on its own behalf directly from the Corporation at a time when the holder was an accredited investor, as defined in Rule 501(a) under the U.S. Securities Act (an “Accredited Investor”); (ii) is exercising the Warrants solely for its own account and not on behalf of any other person; and (iii) is an Accredited Investor on the date hereof.

¨	C.	An exemption from registration under the U.S. Securities Act and any applicable state securities law is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of Warrants must be in form and substance satisfactory to the Corporation.

Gundem Common Share Purchase Warrants

The undersigned hereby directs that the Common Shares hereby subscribed for be issued and delivered as follows:


Name in Full		Address in Full		Number of Shares

¨	held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Subscriber)

Instructions:

1.	The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to the Corporation at its principal office.

3.	If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

Gundem Common Share Purchase Warrants

- 12 -

TRANSFER FORM

TO:

TRANSATLANTIC PETROLEUM LTD.

The undersigned hereby directs that the Warrants hereby transferred be issued and delivered as follows:


Name in Full		Address in Full *		Number of Warrants

¨	held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Warrantholder)

Instructions:

1.	Signature of the Warrantholder must be the signature of the person appearing on the face of this Warrant Certificate. Signature of the transferee must be of the person in whose name the Warrants will be issued.

2.	If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

3.	The signature on the Transfer Form must be guaranteed by a chartered bank or trust company, or a member firm of an approved signature guarantee medallion program. The guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

Gundem Common Share Purchase Warrants

EX-99.5 5 d851282dex995.htm EX-99.5 EX-99.5

EXHIBIT 5

COMMON SHARE PURCHASE WARRANTS

TRANSATLANTIC PETROLEUM LTD.

(Incorporated under Bermuda Companies Act 1981)


CERTIFICATE NO.		W-5		23,333		Warrants

THIS IS TO CERTIFY THAT, FOR VALUE RECEIVED,

Stevenson Briggs Mitchell

The right to purchase Common Shares hereunder may be exercised during the period herein specified by:

1.	completing, in the manner indicated, and executing the attached exercise form for that number of Common Shares which the holder is entitled and wishes to purchase;

2.	surrendering this Warrant Certificate to the Corporation at its principal office at 16803 Dallas Parkway, Addison, TX 75001, or at such other address as the Corporation may designate from time to time by notice to the holder; and

Gundem Common Share Purchase Warrants

X = Y(A-B)/A

where X = the number of Common Shares issued to the holder;

Y =

the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised at the date of the calculation;

A =

the Current Market Price of the Common Shares of the Corporation at the date of the calculation; and

B =

the Exercise Price on the date of the calculation

Gundem Common Share Purchase Warrants

- 2 -

The Warrants evidenced by this Warrant Certificate shall not entitle the holder to any rights whatsoever as a shareholder of the Corporation.

(a)

If and whenever at any time after the date hereof and prior to the Time of Expiry the Corporation shall:

(i)

(ii)

subdivide, redivide or change its outstanding Common Shares into a greater number of shares; or

(iii)

consolidate, reduce or combine its outstanding Common Shares into a smaller number of shares;

Gundem Common Share Purchase Warrants

- 3 -

(b)

(i)

the numerator of which shall be the aggregate of:

(A)

the number of Common Shares outstanding as of the record date for the Rights Offering, and

(B)

Gundem Common Share Purchase Warrants

- 4 -

(ii)

(c)

(i)

the numerator of which shall be:

(1)

the product obtained when the number of Common Shares outstanding on such record date is multiplied by the Current Market Price of the Common Shares on such record date; less

(2)

(ii)

Gundem Common Share Purchase Warrants

- 5 -

(d)

(e)

Gundem Common Share Purchase Warrants

- 6 -

(i)

(ii)

(iii)

(iv)

(v)

(f)

Gundem Common Share Purchase Warrants

- 7 -

(g)

(h)

Gundem Common Share Purchase Warrants

- 8 -

Any notice to the holder shall be valid and effective if delivered or sent by courier or ordinary post to the holder at the address appearing on the face page hereof.

Time shall be of the essence hereof.

Gundem Common Share Purchase Warrants

- 9 -

The Warrants evidenced by this Warrant Certificate shall not be valid for any purpose whatsoever until signed by the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be executed and delivered by its proper officer, duly authorized in that regard.

DATED as of the 31^st day of December, 2014.


TRANSATLANTIC PETROLEUM LTD.

Per:		/s/ Matthew McCann

Gundem Common Share Purchase Warrants

- 10 -

EXERCISE FORM

TO: TRANSATLANTIC PETROLEUM LTD.

The undersigned intends that payment of the Exercise Price shall be made as (check one):


Cash Exercise		¨
Cashless Exercise		¨

If the holder has elected a Cash Exercise, the holder shall pay the sum of $ by bank draft, certified check or money order to the Corporation in accordance with the terms of the Warrant Certificate.

X = Y(A-B)/A

Where:

X =

the number of Common Shares to be issued to the holder;

Y =

the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised (write number in blank): ;

A =

the Current Market Price (as defined in the Warrant Certificate) of the Common Shares of the Corporation (write number in blank): ; and

B =

the Exercise Price: US$5.99 per share (as adjusted from time to time as provided in the Warrant Certificate)

The undersigned represents, warrants and certifies as follows (one of the following must be checked):


¨	A.	The undersigned holder (i) at the time of exercise of this Warrant is not in the United States; (ii) is not a “U.S. person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and is not exercising this Warrant on behalf of a “U.S. person”; (iii) did not execute or deliver this Exercise Form in the United States; (iv) agrees to resell the Common Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration; and (v) agrees not to engage in hedging transactions with regard to the Common Shares unless in compliance with the U.S. Securities Act.

¨	B.	The undersigned holder (i) originally acquired the Warrants on its own behalf directly from the Corporation at a time when the holder was an accredited investor, as defined in Rule 501(a) under the U.S. Securities Act (an “Accredited Investor”); (ii) is exercising the Warrants solely for its own account and not on behalf of any other person; and (iii) is an Accredited Investor on the date hereof.

¨	C.	An exemption from registration under the U.S. Securities Act and any applicable state securities law is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of Warrants must be in form and substance satisfactory to the Corporation.

Gundem Common Share Purchase Warrants

The undersigned hereby directs that the Common Shares hereby subscribed for be issued and delivered as follows:


Name in Full		Address in Full		Number of Shares

¨	held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Subscriber)

Instructions:

1.	The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to the Corporation at its principal office.

3.	If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

Gundem Common Share Purchase Warrants

- 12 -

TRANSFER FORM

TO:

TRANSATLANTIC PETROLEUM LTD.

The undersigned hereby directs that the Warrants hereby transferred be issued and delivered as follows:


Name in Full		Address in Full *		Number of Warrants

¨	held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Warrantholder)

Instructions:

1.	Signature of the Warrantholder must be the signature of the person appearing on the face of this Warrant Certificate. Signature of the transferee must be of the person in whose name the Warrants will be issued.

2.	If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

3.	The signature on the Transfer Form must be guaranteed by a chartered bank or trust company, or a member firm of an approved signature guarantee medallion program. The guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

Gundem Common Share Purchase Warrants

EX-99.6 6 d851282dex996.htm EX-99.6 EX-99.6

EXHIBIT 6

COMMON SHARE PURCHASE WARRANTS

TRANSATLANTIC PETROLEUM LTD.

(Incorporated under Bermuda Companies Act 1981)


CERTIFICATE NO. W-6				23,333		Warrants

THIS IS TO CERTIFY THAT, FOR VALUE RECEIVED,

Elizabeth Lee Mitchell

The right to purchase Common Shares hereunder may be exercised during the period herein specified by:

1.	completing, in the manner indicated, and executing the attached exercise form for that number of Common Shares which the holder is entitled and wishes to purchase;

2.	surrendering this Warrant Certificate to the Corporation at its principal office at 16803 Dallas Parkway, Addison, TX 75001, or at such other address as the Corporation may designate from time to time by notice to the holder; and

Gundem Common Share Purchase Warrants

X = Y(A-B)/A

where X = the number of Common Shares issued to the holder;

Y =

the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised at the date of the calculation;

A =

the Current Market Price of the Common Shares of the Corporation at the date of the calculation; and

B =

the Exercise Price on the date of the calculation

Gundem Common Share Purchase Warrants

- 2 -

The Warrants evidenced by this Warrant Certificate shall not entitle the holder to any rights whatsoever as a shareholder of the Corporation.

(a)

If and whenever at any time after the date hereof and prior to the Time of Expiry the Corporation shall:

(i)

(ii)

subdivide, redivide or change its outstanding Common Shares into a greater number of shares; or

(iii)

consolidate, reduce or combine its outstanding Common Shares into a smaller number of shares;

Gundem Common Share Purchase Warrants

- 3 -

(b)

(i)

the numerator of which shall be the aggregate of:

(A)

the number of Common Shares outstanding as of the record date for the Rights Offering, and

(B)

Gundem Common Share Purchase Warrants

- 4 -

(ii)

(c)

(i)

the numerator of which shall be:

(1)

the product obtained when the number of Common Shares outstanding on such record date is multiplied by the Current Market Price of the Common Shares on such record date; less

(2)

Gundem Common Share Purchase Warrants

- 5 -

(ii)

(d)

Gundem Common Share Purchase Warrants

- 6 -

(e)

(i)

(ii)

(iii)

(iv)

(v)

(f)

Gundem Common Share Purchase Warrants

- 7 -

(g)

(h)

Gundem Common Share Purchase Warrants

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Any notice to the holder shall be valid and effective if delivered or sent by courier or ordinary post to the holder at the address appearing on the face page hereof.

Time shall be of the essence hereof.

Gundem Common Share Purchase Warrants

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The Warrants evidenced by this Warrant Certificate shall not be valid for any purpose whatsoever until signed by the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be executed and delivered by its proper officer, duly authorized in that regard.

DATED as of the 31^st day of December, 2014.


TRANSATLANTIC PETROLEUM LTD.

Per:		/s/ Matthew McCann

Gundem Common Share Purchase Warrants

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EXERCISE FORM

TO:

TRANSATLANTIC PETROLEUM LTD.

The undersigned intends that payment of the Exercise Price shall be made as (check one):


Cash Exercise		¨
Cashless Exercise		¨

If the holder has elected a Cash Exercise, the holder shall pay the sum of $ by bank draft, certified check or money order to the Corporation in accordance with the terms of the Warrant Certificate.

X = Y(A-B)/A

Where:

X = the number of Common Shares to be issued to the holder;

Y = the number of Common Shares purchasable (or portion thereof) under this Warrant Certificate that are being exercised (write number in blank): ;

A = the Current Market Price (as defined in the Warrant Certificate) of the Common Shares of the Corporation (write number in blank): ; and

B = the Exercise Price: US$5.99 per share (as adjusted from time to time as provided in the Warrant Certificate)

The undersigned represents, warrants and certifies as follows (one of the following must be checked):


¨	A.	The undersigned holder (i) at the time of exercise of this Warrant is not in the United States; (ii) is not a “U.S. person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and is not exercising this Warrant on behalf of a “U.S. person”; (iii) did not execute or deliver this Exercise Form in the United States; (iv) agrees to resell the Common Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration; and (v) agrees not to engage in hedging transactions with regard to the Common Shares unless in compliance with the U.S. Securities Act.

¨	B.	The undersigned holder (i) originally acquired the Warrants on its own behalf directly from the Corporation at a time when the holder was an accredited investor, as defined in Rule 501(a) under the U.S. Securities Act (an “Accredited Investor”); (ii) is exercising the Warrants solely for its own account and not on behalf of any other person; and (iii) is an Accredited Investor on the date hereof.

¨	C.	An exemption from registration under the U.S. Securities Act and any applicable state securities law is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of Warrants must be in form and substance satisfactory to the Corporation.

Gundem Common Share Purchase Warrants

The undersigned hereby directs that the Common Shares hereby subscribed for be issued and delivered as follows:


Name in Full		Address in Full		Number of Shares

¨	held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Subscriber)

Instructions:

1.	The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to the Corporation at its principal office.

3.	If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

Gundem Common Share Purchase Warrants

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TRANSFER FORM

TO:

TRANSATLANTIC PETROLEUM LTD.

The undersigned hereby directs that the Warrants hereby transferred be issued and delivered as follows:


Name in Full		Address in Full *		Number of Warrants

¨ held for pick-up at the office of the Corporation

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

DATED this day of , .

(Signature of Warrantholder)

Instructions:

1.	Signature of the Warrantholder must be the signature of the person appearing on the face of this Warrant Certificate. Signature of the transferee must be of the person in whose name the Warrants will be issued.

2.	If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

3.	The signature on the Transfer Form must be guaranteed by a chartered bank or trust company, or a member firm of an approved signature guarantee medallion program. The guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

Gundem Common Share Purchase Warrants

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EX-99.7 7 d851282dex997.htm EX-99.7 EX-99.7

EXHIBIT 7

This Note has not been registered under the

Securities Act of 1933, as amended, and may be

offered and sold only if so registered or, in

the opinion of counsel acceptable to

the Company, an exemption from

registration is available.

TRANSATLANTIC PETROLEUM LTD.

FORM OF

13.0% CONVERTIBLE PROMISSORY NOTE


December 29, 2014		Note No. 2014-A-2
$2,000,000

For value received, TransAtlantic Petroleum Ltd., a Bermuda company with limited liability (the “Company”), hereby promises to pay to Dalea Partners LP (the “Holder”), or registered assigns, the principal sum of TWO MILLION DOLLARS AND NO CENTS ($2,000,000.00), on the dates specified herein, with interest as specified herein.

This Note is subject to the following additional provisions, terms and conditions:

ARTICLE 1. DEFINITIONS.

1.1 Certain Definitions.

“Applicable Rate” means 13.0% per annum.

“Bankruptcy Law” means Title 11, United States Code or any similar Bermuda or United States federal or state law for the relief of debtors.

“Business Day” means any day that is not a Saturday or Sunday or, as the context requires (i) a day on which the applicable stock exchange or market is required or permitted to be closed, or (ii) a day on which banks are required or permitted to be closed in Dallas, Texas.

“Common Shares” means the common shares, par value $0.10 per share, of the Company.

“Conversion Price” means, on any date, $6.80 per Common Share, as adjusted if and as appropriate pursuant to the provisions of Article 5 of this Note.

“Conversion Shares” has the meaning given to such term in Section 5.1 of this Note.

“Default Rate” means 15.0% per annum.

“Distribution Event” means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy.

“Event of Default” has the meaning given to such term in Section 4.1 of this Note.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time.

“Fundamental Change” is an event that shall be deemed to have occurred at such time after this Note is originally issued that any of the following occurs:

(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than a Permitted Holder, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of the Company’s common equity;

(b) the consummation of (A) any recapitalization, reclassification or change of the Common Shares (other than changes resulting from a subdivision or combination) as a result of which the Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Shares will be converted into cash, securities or other property; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than the Company or one of the Company’s Subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of the Company’s common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change;

(d) the Common Shares cease to be listed or quoted on any Recognized Exchange;

provided, however, that a transaction or transactions shall not constitute a Fundamental Change if at least 90% of the consideration received or to be received by the common shareholders of the Company, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any Recognized Exchange or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and as a result of such transaction or transactions this Note becomes convertible into such consideration, excluding cash payments for fractional shares.

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“Fundamental Change Company Notice” has the meaning given to such term in Section 3.5 of this Note.

“Fundamental Change Purchase Date” has the meaning given to such term in Section 3.5 of this Note.

“Funded Debt” means funded indebtedness for money borrowed of the Company that by its terms will mature or will have mandatory principal repayments in cash (excluding contingent repayments arising due to asset sales, excess cash flow, change of control, equity issuances or similar events) on or prior to the Maturity Date. For the avoidance of doubt, Funded Debt does not include capital lease obligations, purchase money obligations and other obligations representing the unpaid purchase price of goods or services, hedging or swap obligations, obligations in respect of surety or performance bonds or letters of credit, contingent obligations, and obligations pursuant to operating agreements, production sharing agreements, mineral leases, royalty interests, working interests, agreements for the purchase, sale, transportation or exchange of hydrocarbons, processing agreements, joint venture agreements and other contracts customarily used in the conduct of the oil and gas business.

“Holder” has the meaning given to such term in the first paragraph of this Note.

“Interest Payment Date” means each January 1 and July 1 of each year commencing on July 1, 2015.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Maturity Date” means July 1, 2017.

“Maximum Rate” means the maximum nonusurious interest rate permitted under applicable law.

“Note” means this Convertible Promissory Note made by the Company payable to the Holder, together with all amendments and supplements hereto, all substitutions and replacements herefor, and all renewals, extensions, increases, restatements, modifications, rearrangements and waivers hereof from time to time.

“Permitted Holders” means N. Malone Mitchell, 3rd and any other Person that, directly or indirectly, is controlled by him.

“Permitted Liens” means (a) Liens on property securing Funded Debt that exist at the time the Company acquires the property, including any acquisition by means of a merger or consolidation of a Person with or into the Company, but only if at the time of such acquisition such Liens do not secure Funded Debt in an aggregate principal amount in excess of the fair market value of the property so acquired and (b) Liens to secure any refinancing (or successive

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refinancings) as a whole, or in part, of Funded Debt secured by any Permitted Lien, but only if the principal amount of Funded Debt secured by such Lien at such time is not increased by an amount greater than the amount necessary to pay accrued but unpaid interest and any fees and expenses, including premiums, related to such refinancing.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Recognized Exchange” means the Toronto Stock Exchange, the NYSE MKT, the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or any other stock exchange of similar reputation (or any of their respective successors).

“SEC” means the U.S. Securities and Exchange Commission or any successor to the rights and duties thereof.

“Subsidiary” means any direct or indirect subsidiary of the Company.

ARTICLE 2. BASIC TERMS.

2.1 Principal.

(a) Scheduled Repayment. The principal of this Note shall be due and payable on the Maturity Date.

(b) Optional Redemption. This Note may not be redeemed at the election of the Company prior to July 1, 2015. At any time on or after such date and from time to time, without premium or penalty other than as specified in the table below, the Company may on any one or more occasions redeem all or a portion of this Note, upon not less than 30 nor more than 60 days’ notice, at the redemption prices specified below (expressed in percentages of principal amount on the redemption date) plus accrued and unpaid interest to the date fixed for such redemption, if redeemed during the six-month period beginning on:


Period	Redemption Price
July 1, 2015		107.5	%
January 1, 2016		105.0	%
July 1, 2016		102.5	%
January 1, 2017		100.0	%

2.2 Interest.

(a) The Company agrees to pay interest in respect of the unpaid principal amount of this Note at a rate per annum equal to the lesser of the Applicable Rate and the Maximum Rate. Notwithstanding the preceding sentence, the Company agrees to pay interest in respect of overdue principal, and, to the extent permitted by law, overdue interest, at a rate per annum equal to the lesser of the Default Rate and the Maximum Rate.

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(b) Interest on the principal of this Note shall be due and payable (i) on each Interest Payment Date and the Maturity Date, (ii) upon the payment or redemption, in full or in part, of any of the principal of this Note (but only with respect to the principal of the Note so redeemed), (iii) at the maturity of this Note (whether by acceleration or otherwise), and (iv) after maturity (whether by acceleration or otherwise), on demand.

(c) All computations of interest, both before and after maturity, shall be made on the basis of a year of 360 days comprised of twelve 30 day months.

2.3 Payments in General. Whenever any payment to be made under this Note shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension. Each payment received by the Holder shall be applied first to the payment of accrued but unpaid interest hereunder, and then to the reduction of the unpaid principal balance hereof.

2.4 Surrender of Note on Redemption or Conversion. Upon any conversion of any or all of this Note to Conversion Shares or any partial redemption of this Note, this Note may, at the option of the Holder or if requested by the Company, and shall, as a condition to transfer, be surrendered to the Company in exchange for a new note in a principal amount equal to the principal amount remaining unpaid on this Note, or made available to the Company for notation thereon of the portion of the principal and interest so redeemed or converted. In case the entire principal amount of this Note is redeemed or converted, this Note shall be surrendered to the Company for cancellation and shall not be reissued.

ARTICLE 3. COVENANTS.

The Company hereby covenants and agrees with the Holder that, so long as the principal of or interest on any Note shall be unpaid:

3.1 Compliance with Law. The Company will do or cause to be done all things necessary (i) to preserve and keep in full force and effect at all times the Company’s existence, and (ii) to cause the Company and its Subsidiaries to comply in all material respects with all applicable laws and all applicable rules, regulations and orders issued by any governmental authority, noncompliance with which could reasonably be expected to have a material adverse effect on the business, operations, assets and/or financial or other condition of the Company and its Subsidiaries taken as a whole (but any such noncompliance contested by the Company or any Subsidiary in good faith by appropriate proceedings shall not constitute a breach of this Section 3.1(ii)).

3.2 Performance of Liabilities. The Company will (i) duly pay and discharge all of its material obligations in a timely manner, other than obligations that the Company is contesting in good faith by appropriate proceedings, and (ii) duly pay and discharge all taxes before the same shall become in default, which taxes, if unpaid, might become a lien upon any properties of the Company if the loss of such properties could reasonably be expected to have a material adverse effect on the business, operations, prospects, assets and/or financial or other condition of the Company and its Subsidiaries taken as a whole.

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3.3 Reporting Requirements. The Company shall furnish to the Holder the following:

(a) Defaults. Within 10 days after obtaining knowledge of the occurrence of any Event of Default, a statement of an appropriate officer of the Company setting forth the details of such Event of Default and the action that the Company has taken or proposes to take with respect thereto.

(b) Financial Statements. As soon as available, a copy of the annual audit report for each fiscal year for the Company, including therein the balance sheet of the Company as of the end of such fiscal year and related statements of income, shareholders’ equity and cash flows for such fiscal year; provided, that the Company shall not be required to deliver any financial statements of the Company to the Holder if the Company is subject to the periodic reporting requirements of the Exchange Act.

(c) Litigation. Notification in writing within 10 days after learning thereof, of any litigation against the Company or its Subsidiaries involving an amount in controversy exceeding $10,000,000, whether or not the claim is considered by the Company to be covered by insurance.

3.4 Exchange Offer; Registration Statement. The Company shall use commercially reasonable efforts to offer to exchange (the “Exchange Offer”) this Note for a new note of the Company having terms substantially identical in all material respects to this Note, except that the new note will be issued pursuant to an indenture with US Bank, N.A. (or other trustee acceptable to the Company) that (i) governs such new note and other 13.0% Convertible Notes due 2017 issued by the Company on substantially identical terms in an aggregate principal amount not to exceed $55,000,000 (collectively with the new note issued in exchange for this Note, the “Exchange Notes”), (ii) contains customary terms and conditions, including terms allowing the amendment of certain provisions thereof by holders of a majority in aggregate principal amount of the Exchange Notes, (iii) complies with the provisions of the Trust Indenture Act of 1939 and (iv) contains an undertaking of the Company to file on or before May 1, 2015 a shelf registration statement (the “Shelf Registration Statement”) with the SEC covering resales of the Exchange Notes and Conversion Shares and to use commercially reasonable efforts to cause the Shelf Registration Statement to become effective as soon as possible after filing. The Company shall use commercially reasonable efforts to complete the Exchange Offer by February 13, 2015. If this Note is validly tendered to the Company and not withdrawn pursuant to the Exchange Offer, the Company will cancel this Note and issue to the Holder of this Note an Exchange Note having a principal amount equal to that of this Note. Interest on the Exchange Notes will accrue from the date of original issue of this Note.

3.5 Fundamental Change Repurchase.

(a) If a Fundamental Change occurs at any time prior to the Maturity Date, the Holder shall have the right, at its option, to require the Company to purchase for cash on the Fundamental Change Purchase Date (subject to postponement to comply with applicable law) this Note, or any portion of the principal amount thereof. The price the Company shall be required to pay shall be equal to 100% of the principal amount of this Note to be purchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Purchase Date. The “Fundamental Change Purchase Date” shall be a date specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice as described below.

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(b) Within 20 days following any Fundamental Change, the Company will send a notice to Holder describing the transaction or transactions that constitute a Fundamental Change and offering to repurchase this Note on the Fundamental Change Purchase Date (the “Fundamental Change Company Notice”).

3.6 Limitation on Liens. The Company shall not incur or permit to exist any Lien of any nature whatsoever on any of its properties, whether owned as of the date hereof or hereafter acquired, securing Funded Debt, other than Permitted Liens, without effectively providing that this Note shall be secured equally and ratably with (or, at the Company’s election, prior to) such Funded Debt for so long as such Funded Debt is so secured. Any Lien created securing this Note pursuant to the preceding sentence will be automatically and unconditionally released and discharged upon (i) the release and discharge of all Liens securing Funded Debt to which it relates or (ii) any sale or transfer of the property secured by such Lien.

ARTICLE 4. DEFAULT AND REMEDIES.

4.1 Events of Default. An “Event of Default” occurs if:

(a) the Company defaults in the payment of principal of or interest on this Note when the same becomes due and payable and such default continues for 15 days after the Company has received written notice thereof;

(b) the Company shall fail to observe or perform any other covenant or agreement contained in this Note and such default continues for 30 days after the Company has received written notice thereof;

(c) the Company shall fail to make any payment of principal of or interest on any indebtedness for money borrowed when due after giving effect to any applicable grace periods (whether due by acceleration or otherwise) and the aggregate amount of all past-due indebtedness (including indebtedness accelerated pursuant to the terms thereof) shall be equal to or greater than $10,000,000; or

(d) the Company (i) shall commence a voluntary case concerning itself under any Bankruptcy Law now or hereafter in effect, or any successor thereof; (ii) is the object of an involuntary case under any Bankruptcy Law; or (iii) commences any Distribution Event or is the object of an involuntary Distribution Event.

4.2 Remedies.

(a) If an Event of Default (other than an Event of Default under Section 4.1(d)) shall occur and be continuing, the Holder may declare by notice in writing given to the Company, the entire unpaid principal amount of this Note, together with accrued but unpaid interest thereon, to be immediately due and payable, in which case this Note shall become immediately due and payable, both as to principal and interest, without presentment, demand, default, notice of intent to accelerate and notice of such acceleration, protest or notice of any kind, all of which are hereby expressly waived, anything herein or elsewhere to the contrary notwithstanding.

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(b) If an Event of Default under Section 4.1(d) shall occur and be continuing, the entire unpaid principal amount of this Note, together with accrued but unpaid interest thereon, shall automatically become immediately due and payable, both as to principal and interest, without presentment, demand, default, notice of intent to accelerate and notice of such acceleration, protest or notice of any kind, all of which are hereby expressly waived, anything herein or elsewhere to the contrary notwithstanding.

(c) If any Event of Default shall have occurred and is continuing, the Holder may proceed to protect and enforce its rights either by suit in equity or by action at law, or both.

ARTICLE 5. CONVERSION.

5.1 Right of Conversion. The Holder shall have the right, at any time after July 1, 2015 and from time to time, at such Holder’s option, to convert, subject to the terms and provisions of this Article 5, any or all of the principal of this Note into fully paid and nonassessable Common Shares at the Conversion Price (such Common Shares, the “Conversion Shares”). Prior to or simultaneously with the conversion of any of the principal of this Note, all accrued but unpaid interest on the principal amount being converted must be paid in cash. This Note may not be converted into Conversion Shares on the Maturity Date or the date fixed for any redemption pursuant to Section 2.1(b).

5.2 Mechanics of Exercise. The right of conversion shall be exercised by the surrender of this Note to the Company during usual business hours at its principal place of business, accompanied by written notice that the Holder elects to convert all or part of the principal of this Note and specifying the name (with address) in which the certificate for the Conversion Shares is to be issued and, if the certificate is to be issued to a Person other than the Holder, by a written instrument of transfer in form satisfactory to the Company, duly executed by the Holder, duly authorized in writing, together with transfer tax stamps or funds therefor. Following surrender for conversion, this Note shall be cancelled and, if appropriate, a new Note reflecting the conversion of the converted principal shall be issued to the Holder.

5.3 Issuance of Shares; Time of Conversion. As promptly as practicable after the surrender, as herein provided, of this Note for conversion, the Company shall deliver or cause to be delivered to the Holder a certificate for the Conversion Shares issuable in connection with such conversion. To the extent permitted by law, the rights of the Holder shall, to the extent of principal converted, cease with respect to such principal as of the date of actual receipt by the Company of the surrendered Note and written conversion request, and the Person entitled to receive the Conversion Share certificate deliverable upon such conversion shall be treated for all purposes as having become the record holder of such Conversion Shares at such time.

5.4 Adjustment of Conversion Price. The Conversion Price, and consequently the number of Conversion Shares into which this Note is convertible, shall be subject to adjustment as follows:

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(a) Stock Dividends, Subdivisions and Combinations. If at any time the Company shall:

(i) take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend payable in, or other distribution of, Common Shares;

(ii) subdivide its outstanding Common Shares into a larger number of Common Shares; or

(iii) combine its outstanding Common Shares into a smaller number of Common Shares;

then in each such case the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note upon conversion shall be entitled to receive the number of Common Shares that the Holder would have owned or have been entitled to receive after the happening of any of the events described above had this Note been converted immediately prior to the happening of such event.

(b) Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with and into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Shares of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Shares of the Company, then the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter to receive, upon conversion of this Note, solely the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets, by a holder of the number of Common Shares for which this Note would have been convertible immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, such provisions shall include the express assumption by the successor or acquiring corporation (if other than the Company) of the due and punctual observance and performance of each and every covenant and condition of this Note to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the board of directors of the Company) in order to provide for adjustments of Common Shares for which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Article 5. For purposes of this Section, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to

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redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or dispositions of assets.

(c) When Adjustment Not Required. If the Company shall take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend or distribution and shall, thereafter and before the distribution to shareholders thereof, legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.

5.5 No Fractional Shares. Instead of any fractional Conversion Share that would otherwise be issuable upon conversion of this Note, the Company may pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Conversion Price.

5.6 Notice of Adjustments. Whenever the Conversion Price shall be adjusted pursuant to Article 5, the Company shall forthwith prepare a certificate to be executed by the chief financial officer of the Company setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a description of the basis on which the board of directors of the Company determined the fair value of any Other Property referred to in Article 5), specifying the Conversion Price and (if applicable) describing the number and kind of any other shares of stock or Other Property into which this Note may be converted, and any change in the purchase price or prices thereof, after giving effect to such adjustment or change. The Company shall promptly cause a signed copy of such certificate to be delivered to the Holder in accordance with Section 6.6. The Company shall keep at its chief executive office copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the Holder or any prospective purchaser of this Note designated by the Holder.

5.7 No Shareholder Rights. Prior to the issuance of Conversion Shares, the Holder shall not be entitled to any rights of a shareholder with respect to the Common Shares, including (without limitation) the right to vote such Common Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of shareholder meetings, and the Holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company except as contractually agreed to by the Company.

5.8 Shares to be Reserved. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued Common Shares, free from preemptive rights, solely for the purpose of issue upon conversion of this Note as herein provided, such number of Common Shares as shall then be issuable upon the conversion of all principal of this Note. The Company covenants that all Conversion Shares which shall be so issuable shall, when issued, be duly and validly issued and fully paid and nonassessable.

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5.9 No Registration of Shares. The Conversion Shares have not been registered with the SEC or any governmental authority. The Company shall cause any Conversion Shares to bear a restrictive legend describing limitations of the transferability of such Conversion Shares until such time as the Conversion Shares are registered and the restrictive legend may be removed.

5.10 Taxes and Charges. The issuance of certificates for Conversion Shares upon the conversion of this Note shall be made without charge to the Holder or for any tax in respect of the issuance of such certificates or the securities represented thereby, and such certificates shall be issued in the respective names of, or in such names as may be directed by, the Holder; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

ARTICLE 6. MISCELLANEOUS.

6.1 Amendment. This Note may be amended, modified, superseded or cancelled, and any of the terms, covenants, or conditions hereof may be waived, only by a written instrument executed by the Company and the Holder at such time.

6.2 Successors and Assigns.

(a) The rights and obligations of the Company and the Holder under this Note shall be binding upon, and inure to the benefit of, and be enforceable by, the Company and the Holder, and their respective permitted successors and assigns.

(b) The Holder may not sell, assign (by operation of law or otherwise), transfer, pledge, grant a security interest in, or otherwise dispose of this Note or any portion hereof or any rights or obligations hereunder unless (i) the Company has granted its prior written consent, and (ii) the Company shall have received a written opinion of counsel reasonably acceptable to the Company, addressed to the Company, to the effect that any such proposed transfer or other disposition complies with all applicable federal and state securities laws, or other comfort reasonably acceptable to the Company to the same effect.

6.3 Governing Law; Submission to Jurisdiction. This Note and the validity and enforceability hereof shall be governed by and construed and interpreted in accordance with the laws of the State of Texas without giving effect to conflict of laws rules or choice of laws rules thereof. The Company hereby submits itself to non-exclusive jurisdiction in any suit, action or proceeding with respect to this Note brought in any U.S. federal or Texas state court located in the City of Dallas, Texas.

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6.4 Waivers. Except as may be otherwise provided herein, the makers, signers, sureties, guarantors and endorsers, if any, of this Note severally waive demand, presentment, notice of dishonor, notice of intent to demand or accelerate payment hereof, notice of acceleration, diligence in collecting, grace, notice, and protest, and agree to one or more extensions for any period or periods of time and partial payments, before or after maturity, without prejudice to the Holder.

6.5 No Waiver by Holder. No failure or delay on the part of the Holder in exercising any right, power or privilege hereunder and no course of dealing between the Company and the Holder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

6.6 Notices. All communications provided for hereunder shall be sent by first class mail and (i) if to the Holder, addressed to it at 16803 Dallas Parkway, Addison, Texas 75001, Attention: Christine Stroud, (ii) if to any subsequent Holder, addressed to such Holder at the address of such Holder in the record books of the Company, and (iii) if to the Company, addressed to it at 16803 Dallas Parkway, Addison, Texas 75001, Attention: Matt McCann, or to such other address as the Company may have designated in writing to the Holder.

6.7 Limitation on Interest. Notwithstanding any other provision of this Note, interest on the indebtedness evidenced by this Note is expressly limited so that in no contingency or event whatsoever, whether by acceleration of the maturity of this Note or otherwise, shall the interest contracted for, charged or received by the Holder exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Note or of any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder shall ever receive anything of value as interest or deemed interest by applicable law under this Note or any other document evidencing, securing or pertaining to the indebtedness evidenced hereby or otherwise an amount that would exceed the Maximum Rate, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of the Company to the Holder, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note and such other indebtedness, such excess shall be refunded to the Company. In determining whether or not the interest paid or payable with respect to any indebtedness of the Company to the Holder, under any specific contingency, exceeds the Maximum Rate, the Company and the Holder shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest throughout the term of such indebtedness so that the actual rate of interest on account of such indebtedness does not exceed the Maximum Rate permitted by applicable law, and/or (d) allocate interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than the Maximum Rate. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of this Note and all other agreements between the Company and the Holder.

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6.8 Interpretation. For purposes of this Note, (a) “or” is not exclusive, (b) “including” means “including without limitation,” (c) words in the singular include the plural, and vice versa, and (d) references to “$” and “dollars” mean lawful money of the United States of America.

EXECUTED as of the date first written above.


TRANSATLANTIC PETROLEUM LTD.

By:		/s/ Matthew W. McCann
Name:		Matthew W. McCann
Title:		General Counsel and Corporate Secretary

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EX-99.8 8 d851282dex998.htm EX-99.8 EX-99.8

EXHIBIT 8

This Note has not been registered under the

Securities Act of 1933, as amended, and may be

offered and sold only if so registered or, in

the opinion of counsel acceptable to

the Company, an exemption from

registration is available.

TRANSATLANTIC PETROLEUM LTD.

FORM OF

13.0% CONVERTIBLE PROMISSORY NOTE


December 30, 2014		Note No. 2014-A-1
$10,000,000

For value received, TransAtlantic Petroleum Ltd., a Bermuda company with limited liability (the “Company”), hereby promises to pay to Pinon Partners (the “Holder”), or registered assigns, the principal sum of TEN MILLION DOLLARS AND NO CENTS ($10,000,000.00), on the dates specified herein, with interest as specified herein.

This Note is subject to the following additional provisions, terms and conditions:

ARTICLE 1. DEFINITIONS.

1.1 Certain Definitions.

“Applicable Rate” means 13.0% per annum.

“Bankruptcy Law” means Title 11, United States Code or any similar Bermuda or United States federal or state law for the relief of debtors.

“Common Shares” means the common shares, par value $0.10 per share, of the Company.

“Conversion Price” means, on any date, $6.80 per Common Share, as adjusted if and as appropriate pursuant to the provisions of Article 5 of this Note.

“Conversion Shares” has the meaning given to such term in Section 5.1 of this Note.

“Default Rate” means 15.0% per annum.

“Event of Default” has the meaning given to such term in Section 4.1 of this Note.

“Fundamental Change” is an event that shall be deemed to have occurred at such time after this Note is originally issued that any of the following occurs:

(d) the Common Shares cease to be listed or quoted on any Recognized Exchange;

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“Fundamental Change Company Notice” has the meaning given to such term in Section 3.5 of this Note.

“Fundamental Change Purchase Date” has the meaning given to such term in Section 3.5 of this Note.

“Holder” has the meaning given to such term in the first paragraph of this Note.

“Interest Payment Date” means each January 1 and July 1 of each year commencing on July 1, 2015.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Maturity Date” means July 1, 2017.

“Maximum Rate” means the maximum nonusurious interest rate permitted under applicable law.

“Permitted Holders” means N. Malone Mitchell, 3rd and any other Person that, directly or indirectly, is controlled by him.

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“SEC” means the U.S. Securities and Exchange Commission or any successor to the rights and duties thereof.

“Subsidiary” means any direct or indirect subsidiary of the Company.

ARTICLE 2. BASIC TERMS.

2.1 Principal.

(a) Scheduled Repayment. The principal of this Note shall be due and payable on the Maturity Date.


Period	Redemption Price
July 1, 2015		107.5	%
January 1, 2016		105.0	%
July 1, 2016		102.5	%
January 1, 2017		100.0	%

2.2 Interest.

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(c) All computations of interest, both before and after maturity, shall be made on the basis of a year of 360 days comprised of twelve 30 day months.

ARTICLE 3. COVENANTS.

The Company hereby covenants and agrees with the Holder that, so long as the principal of or interest on any Note shall be unpaid:

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3.3 Reporting Requirements. The Company shall furnish to the Holder the following:

3.5 Fundamental Change Repurchase.

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ARTICLE 4. DEFAULT AND REMEDIES.

4.1 Events of Default. An “Event of Default” occurs if:

(b) the Company shall fail to observe or perform any other covenant or agreement contained in this Note and such default continues for 30 days after the Company has received written notice thereof;

4.2 Remedies.

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(c) If any Event of Default shall have occurred and is continuing, the Holder may proceed to protect and enforce its rights either by suit in equity or by action at law, or both.

ARTICLE 5. CONVERSION.

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5.4 Adjustment of Conversion Price. The Conversion Price, and consequently the number of Conversion Shares into which this Note is convertible, shall be subject to adjustment as follows:

(a) Stock Dividends, Subdivisions and Combinations. If at any time the Company shall:

(i) take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend payable in, or other distribution of, Common Shares;

(ii) subdivide its outstanding Common Shares into a larger number of Common Shares; or

(iii) combine its outstanding Common Shares into a smaller number of Common Shares;

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ARTICLE 6. MISCELLANEOUS.

6.2 Successors and Assigns.

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6.6 Notices. All communications provided for hereunder shall be sent by first class mail and (i) if to the Holder, addressed to it at 16803 Dallas Parkway, Addison, Texas 75001, Attention: Amy Mitchell, (ii) if to any subsequent Holder, addressed to such Holder at the address of such Holder in the record books of the Company, and (iii) if to the Company, addressed to it at 16803 Dallas Parkway, Addison, Texas 75001, Attention: Matt McCann, or to such other address as the Company may have designated in writing to the Holder.

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EXECUTED as of the date first written above.


TRANSATLANTIC PETROLEUM LTD.

By:		/s/ Matthew W. McCann
Name:		Matthew W. McCann
Title:		General Counsel and Corporate Secretary

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