Item 1.01 Entry into a Material Definitive Agreement
On June 28, 2006 CanArgo Energy Corporation, ("CanArgo"), entered into a Notes Purchase Agreement ("the Purchase Agreement") with Persistency Capital ("Persistency") relating to the 12% Subordinated Convertible Guaranteed Notes, due June 28, 2010 (the "Subordinated Notes").
On December 11, 2008 CanArgo entered into a further agreement (the "Agreement") with Persistency whereby Persistency agrees and covenants that prior to March 20, 2009, absent the Company's consent, or an event of default which results in the Subordinated Notes becoming immediately due and payble, or a Change of Control as defined in the Purchase Agreement (other than as a result of a transaction with Persistency or its affiliate), it will not convert or exchange, or seek to convert or exchange, any or all of the Subordinated Notes into shares of Common Stock of the Issuer, or into any other security convertible or exchangeable into shares of Common Stock of the Issuer, pursuant to Section 11.7 of the Note Agreement.
A copy of the Agreement is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:

Exhibit No. Exhibit Description 10.1 Agreement dated December 11, 2008 between CanArgo Energy Corporation and Persistency.

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