EX-10.25






Exhibit 10.25




Execution Copy




Dated
This 30th day of October 2009



By and Among




Standard
Bank Plc,



Zhang
Ruilin,



Zhao
Jiangwei,



Shang
Zhiguo



MI
Energy Corporation



MIE
Holdings Corporation



AND



Far
East Energy Limited




 




SHARES PURCHASE AGREEMENT

relating to the purchase of 197,049 Ordinary Shares

of

MIE HOLDINGS CORPORATION
 







 









 







THIS SHARES PURCHASE AGREEMENT (this  “Agreement”) is made on the 30th day of October
2009 by and among:





	(1)	 	STANDARD BANK PLC, a financial institution incorporated in England, and/or one
or more of its Affiliates (collectively,  “Standard Bank”);
	 
	(2)	 	FAR EAST ENERGY LIMITED, a company incorporated in the Hong Kong
Special Administrative Region of the People’s Republic of China (“FEEL”);
	 
	(3)	 	ZHANG RUILIN, an individual whose passport number is G18206054 (“Zhang”);
	 
	(4)	 	ZHAO JIANGWEI, an individual whose passport number is G11875117 (“Zhao ”);
	 
	(5)	 	SHANG ZHIGUO, an individual whose passport number is G18197033 (“Shang”
and together with Zhang and Zhao, the  “FEEL Shareholders ”);
	 
	(6)	 	MI ENERGY CORPORATION, an exempted company incorporated with limited
liability in the Cayman Islands (the  “MIE”) and
	 
	(7)	 	MIE HOLDINGS CORPORATION, an exempted company incorporated with
limited liability in the Cayman Island (the  “Company”).




WHEREAS, Standard Bank, FEEL and the FEEL Shareholders entered into the Shares Purchase Agreement
dated January 12, 2009 (the  “Original Agreement”) pursuant to which Standard Bank purchased
197,049 Ordinary Shares on the terms and subject to the conditions contained in the Original
Agreement;



WHEREAS, Standard Bank, FEEL, the FEEL Shareholders, MIE and the Company entered into the Amendment
to Shares Purchase Agreement dated June 24, 2009 (the “Amendment” and together with the Original
Agreement, the  “Amended Share Purchase Agreement”) to amend certain terms and conditions of
the Original Agreement; and



WHEREAS, FEEL now wishes to purchase from Standard Bank and Standard Bank wishes to sell to FEEL
the 197,049 Ordinary Shares held by Standard Bank (the  “Buyback Shares”) on the
terms and subject to the conditions contained herein.



NOW THEREFORE, in consideration of the premises hereinafter contained, and upon the terms and
subject to the conditions stated herein, the Parties agree as follows:





	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions





      “FEEL Shareholders Undertakings” means the undertaking letter agreement from the FEEL
Shareholders to Standard Bank dated as of July 9, 2009.



      “Per Buyback Share Purchase Price” means US$24.70.



      “Shareholders Agreement” means the Shareholders Agreement dated as of July 9, 2009 by
and among TPG Star Energy Ltd., Standard Bank Plc, FEEL, MIE and the Company



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      “Termination of FEEL Shareholders Undertakings” means the agreement to terminate the
FEEL Shareholders Undertakings in the form attached hereto as Exhibit A.



      “Transaction Agreements” means this Agreement and the Termination of FEEL Shareholders
Undertakings.




	1.2	 	Other Defined Terms. Other terms may be defined elsewhere in the text of this
Agreement and, unless otherwise indicated, shall have such meaning throughout this
Agreement.
	 
	1.3	 	 Principles of Construction. 






	 	(a)	 	Any document expressed to be in “agreed form” means a document in or
substantially in the form approved by, and signed for identification purposes
by or on behalf of, all the Parties.
	 
	 	(b)	 	The words “hereof,” “herein” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement.
	 
	 	(c)	 	The words “include,” “including” and “among other things” shall be deemed
to be followed by “without limitation” or “but not limited to” whether or not
they are followed by such phrases or words of similar import.
	 
	 	(d)	 	Unless the context clearly requires otherwise, “or” is not exclusive.
	 
	 	(e)	 	All references herein to a Party’s “knowledge” shall mean, with respect to the
matter in question, if such Party (or any of the executive officers of such
Party) has, or would reasonably be expected to have, after conducting a
reasonable investigation, actual knowledge of the matter.
	 
	 	(f)	 	Any reference to a statutory provision shall include such provision and any
regulations made in pursuance thereof as from time to time modified or
re-enacted whether before or after the date of this Agreement so far as such
modification or re-enactment applies or is capable of applying to any
transactions entered into prior to the Completion and (so far as liability
thereunder may exist or can arise) shall include also any past statutory
provisions or regulations (as from time to time modified or re-enacted) which
such provisions or regulations have directly or indirectly replaced.
	 
	 	(g)	 	References to the Preamble, Recitals, Clauses, Schedules and Exhibits are to
the preamble, recitals and clauses of and schedules and exhibits to this
Agreement.
	 
	 	(h)	 	The headings are for convenience only and shall not affect the
interpretation hereof.
	 
	 	(i)	 	Unless the context otherwise requires or permits, references to the
singular number shall include references to the plural number and vice versa and




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	 	 	 	references to natural persons shall include bodies corporate.






	 	(j)	 	The Transaction Agreements are the result of negotiations between, and have
been reviewed by, the respective parties to each such agreement. Accordingly, each
such agreement shall be deemed to be the product of all parties thereto, and there
shall be no presumption that an ambiguity should be construed in favor of or against
any of Standard Bank, the FEEL Shareholders, or FEEL, as the case may be, thereto
solely as a result of such party’s actual or alleged role in the drafting of any such
agreement.
	 
	 	(k)	 	This Agreement may be translated into one or more languages other than
English. In the event of any inconsistency or contradiction between the texts, this
English text shall prevail.






	2.	 	PURCHASE AND SALE; CLOSING






	2.1	 	Purchase and Sale of Buyback Shares. Upon the terms and subject to the conditions
of this Agreement, at the Completion, Standard Bank shall sell to FEEL, and FEEL
shall purchase from Standard Bank, the Buyback Shares for a purchase price per
Buyback Share equal to the Per Buyback Share Purchase Price, and for an aggregate
purchase price of US$4,867,110 (the “Buyback Shares Purchase Price”).
	 
	2.2	 	Completion.
	 
	 	 	The purchase and sale of the Buyback Shares and the other transactions contemplated by this
Agreement shall be consummated (the  “Completion”) at the offices of White & Case
LLP, China Central Place, Tower 1, 19th Floor, 81 Jian Guo Road, Beijing (or such other
venue as the Parties may reasonably and mutually agree) on the earlier of (a) the date
falling fifteen (15) days after the date of this Agreement and (b) the date falling three
(3) Business Days after the delivery by Standard Bank or FEEL, as the case may be, of the
deliverables set out in Clause 2.3 and 2.4 respectively, or such other date as the Parties
may reasonably and mutually agree (such date, the  “Completion Date”).
	 
	2.3	 	Deliveries by Standard Bank at or Prior to Completion. At or prior to Completion,
Standard Bank shall deliver to FEEL all of the following:






	 	(a)	 	a copy of Standard Bank’s authorised signatory list;
	 
	 	(b)	 	the Termination of FEEL Shareholders Undertakings, duly executed by
Standard Bank; and
	 
	 	(c)	 	the duly executed transfer instruments in respect of the Buyback Shares being
purchased by FEEL and the current share certificate(s) representing that
number of the Buyback Shares.






	2.4	 	Deliveries by FEEL at Completion Date. At Completion, FEEL shall deliver to
Standard Bank:




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	 	(a)	 	certified copies of the resolutions of the FEEL Board approving the terms of
the Transaction Agreements and the purchase of the Buyback Shares from
Standard Bank;
	 
	 	(b)	 	the Termination of FEEL Shareholders Undertakings, duly executed by the
FEEL Shareholders; and
	 
	 	(c)	 	evidence of payment by FEEL of the Buyback Shares Purchase Price in full
without any deduction or withholding, by wire transfer to such account as
Standard Bank may direct (which account details shall be provided to FEEL
no later than three (3) Business Days prior to the Completion Date).






	2.6	 	Right to Rescind. If any of the documents required to be delivered on the Completion
Date, insofar as it relates to an obligation of any Party, is not forthcoming for any reason
or if in any other material respect the foregoing provisions of this Clause 2 are not fully
complied with, Standard Bank (in the case of non-compliance under Clause 2.4) or FEEL (in any
other case) shall be entitled (in addition to and without prejudice to all other rights or
remedies available to it including the right to claim damages):






	 	(a)	 	to elect to rescind this Agreement;
	 
	 	(b)	 	to effect the Completion so far as practicable having regard to the defaults
which have occurred; or
	 
	 	(c)	 	to fix a new day for the Completion.






	3.	 	TERMINATION






	3.1	 	Termination of Amended Shares Purchase Agreement. In consideration of the sale
and purchase of the Buyback Shares, the Amended Shares Purchase Agreement shall,
on and from Completion, be of no further effect, and all duties and liabilities of the
Parties, arising out of or in connection with the Amended Shares Purchase Agreement
and all related agreements thereto (the “Terminated Agreements”) shall, on and from
Completion, be terminated, and no Party shall have any claim or recourse of any
nature whatsoever against another Party arising out of or in connection with the
Terminated Agreements from Completion. Standard Bank irrevocably and
unconditionally release and discharge the FEEL Shareholders, FEEL, the Company
and MIE from its liabilities and obligations (in whatsoever form) which arise under
the Terminated Agreements on and from Completion.
	 
	3.2	 	 Termination of Shareholders Agreement. Standard Bank acknowledges and agrees
that upon the Completion, all of Standard Banks rights under the Shareholders
Agreement are terminated, and it shall have no claim or recourse of any nature
whatsoever against any party to the Shareholders Agreement thereunder. Standard
Bank irrevocably and unconditionally release and discharge the FEEL Shareholders,
FEEL, the Company and MIE from its liabilities and obligations (in whatsoever form)
which arise under the Shareholders Agreement on and from Completion.
	 
	4.	 	REPRESENTATIONS AND WARRANTIES OF STANDARD BANK. Standard
Bank represents and warrants the following:




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	4.1.	 	Restrictions on Shares. Save for the Shareholders Agreement, Standard Bank is
not a party to any agreement, written or oral, creating rights in respect of any Buyback
Shares owned by it in any third person or relating to the voting of such Buyback Shares.
	 
	4.2	 	Ownership. Standard Bank is the lawful owner, beneficially and of record, of the
Buyback Shares, free and clear of all security interests, liens, encumbrances, and other
charges or any options or purchase agreements or restrictions of any nature (save for
those contained in the Shareholders Agreement).
	 
	4.3	 	 Organization  . Standard Bank is an entity duly organized and validly existing under
the laws of its jurisdiction of incorporation or organization.
	 
	4.4	 	 Power and Authority; Enforceability. Standard Bank has the power and authority to
execute and deliver the Transaction Agreements and the other instruments and
agreements to be executed and delivered by Standard Bank as contemplated hereby
and to consummate the transactions contemplated hereby, including the sale,
assignment, transfer and conveyance pursuant to this Agreement of the Buyback
Shares held by Standard Bank. No corporate action on the part of Standard Bank is
necessary to authorize the execution, delivery and performance of the Transaction
Agreements and such other instruments and agreements by Standard Bank and the
consummation of the transactions contemplated hereby and thereby. The Transaction
Agreements and all other instruments and agreements to be executed and delivered by
Standard Bank as contemplated hereby, when delivered in accordance with the terms
hereof, assuming the due execution and delivery of the Transaction Agreements and
each such other document by the other parties hereto and thereto, shall have been duly
executed and delivered by Standard Bank and shall be valid and binding obligations
of Standard Bank, enforceable against Standard Bank in accordance with their terms.
	 
	4.5	 	 No Violation. The execution and delivery of the Transaction Agreements by Standard
Bank does not, the execution and delivery by Standard Bank of the other instruments
and agreements to be executed and delivered by Standard Bank as contemplated
hereby will not and the consummation by Standard Bank of the transactions
contemplated hereby and thereby will not result in a violation or breach of, conflict
with, constitute (with or without due notice or lapse of time or both) a default (or give
rise to any right of modification, termination, cancellation, payment or acceleration)
under, or result in the creation of any encumbrance on any of the properties or assets
of Standard Bank or the Company: (i) any provision of the articles of incorporation
or by-laws of Standard Bank or the Company; (ii) any law or order applicable to
Standard Bank or the Company or by which any of their respective properties or
assets may be bound; or (iii) any of the terms, conditions or provisions of any
material note, bond, mortgage, indenture, guarantee, license, franchise, permit,
agreement, understanding arrangement, contract, commitment, lease, franchise
agreement or other instrument or obligation to which Standard Bank is a party, or by
which it or any of its properties or assets is bound, save in respect of the Shareholders
Agreement.
	 
	4.6	 	 Consents.  Standard Bank has all necessary consents, licenses and approvals for the
execution and delivery of the Transaction Agreement by Standard Bank, the




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	 	 	performance by Standard Bank of its obligations hereunder or the consummation of the
transactions contemplated hereby.






	5.	 	REPRESENTATIONS AND WARRANTIES OF FEEL. FEEL represents and warrants as follows:
	 
	5.1	 	Organization. FEEL is an entity duly organized and validly existing under the laws
of its jurisdiction of incorporation or organization.
	 
	5.2	 	 Capacity and Authority. FEEL has the power and authority to execute and deliver the
Transaction Agreement and the other instruments and agreements to be executed and
delivered by FEEL as contemplated hereby and to consummate the transactions
contemplated hereby. The execution, delivery and performance of the Transaction
Agreements, and all other instruments and agreements to be executed and delivered
by FEEL as contemplated hereby, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by FEEL’s board of
directors and no other corporate action on the part of FEEL is necessary to authorize
the execution, delivery and performance of the Transaction Agreements and such
other instruments and agreements by FEEL and the consummation of the transactions
contemplated hereby and thereby. The Transaction Agreements and all other
instruments and agreements to be executed and delivered by FEEL as contemplated
hereby, when delivered in accordance with the terms hereof, assuming the due
execution and delivery of the Transaction Agreements and each such other document
by the other parties hereto and thereto, shall have been duly executed and delivered by
FEEL and shall be valid and binding obligations of FEEL, enforceable against FEEL
in accordance with their terms.
	 
	5.3	 	 No Violation. The execution and delivery of the Transaction Agreements by FEEL
does not, the execution and delivery by FEEL of the other instruments and agreements
to be executed and delivered by FEEL as contemplated hereby will not and the
consummation by FEEL of the transactions contemplated hereby and thereby will not
result in a violation or breach of, conflict with, constitute (with or without due notice
or lapse of time or both) a default (or give rise to any right of modification,
termination, cancellation, payment or acceleration) under, or result in the creation of
any encumbrance on any of the properties or assets of FEEL or the Company: (i) any
provision of the articles of incorporation or by-laws of FEEL or the Company; (ii)
any law or order applicable to FEEL or the Company or by which any of their
respective properties or assets may be bound; or (iii) any of the terms, conditions or
provisions of any material note, bond, mortgage, indenture, guarantee, license,
franchise, permit, agreement, understanding arrangement, contract, commitment,
lease, franchise agreement or other instrument or obligation to which FEEL is a party,
or by which it or any of its properties or assets is bound, save in respect of the
Shareholders Agreement.
	 
	5.5	 	Consents. FEEL has all necessary consents, licenses and approvals for the execution
and delivery of the Transaction Agreements by FEEL, the performance by FEEL of its obligations
hereunder or the consummation of the transactions contemplated hereby.




6









 










	6.	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 
	6.1	 	Announcements. No announcement, press release or circular in connection with the
existence or the subject matter of the Transaction Agreements shall be made or issued
by or on behalf of any Party without prior consent of the other Parties (such consent
not to be unreasonably withheld or delayed). This shall not affect any announcement,
press release or circular required by law or any regulatory body or the rules of any
relevant stock exchange but the Party with an obligation to make an announcement or
issue a press release or circular shall consult with the other Parties insofar as is
reasonably practicable before complying with such an obligation.
	 
	6.2	 	 Confidentiality. Subject to Clause 6.3, each Party shall treat as confidential and not
disclose or use any information received or obtained as a result of entering into the
Transaction Agreements (or any agreement entered into pursuant to the Transaction
Agreements) which relates to the provisions of the Transaction Agreements and any
agreement entered into pursuant to the Transaction Agreements or the negotiations
relating to the Transaction Agreements (and such other agreements).
	 
	6.3	 	 Exceptions to Confidentiality. Clause 6.2 shall not prohibit disclosure or use of any
information if and to the extent that:






	 	(a)	 	the disclosure or use is required by law, any regulatory body or the rules
and/or regulations of any relevant stock exchange, including any disclosure or
use in an announcement, press release or circular required to be made or
issued pursuant to Clause 6.1;
	 
	 	(b)	 	the disclosure or use is required for the purpose of any judicial or
regulatory
proceedings arising out of the Transaction Agreements or any other agreement
entered into under or pursuant to the Transaction Agreements or the disclosure
is reasonably required to be made to a taxation authority in connection with
the taxation affairs of the disclosing Party;
	 
	 	(c)	 	the disclosure is made to employees, directors, officers, agents, Affiliates,
fund investors and professional advisors, including financial advisors,
consultants, accountants and legal counsel, of a Party or bona fide prospective
investors in the Company on terms that such employees, directors, officers,
agents, Affiliates, fund investors, and professional advisors of a Party and
bona fide investors in the Company undertake to comply with the provisions
of Clause 6.2 in respect of such information as if they were a party to the
Transaction Agreements;
	 
	 	(d)	 	the information becomes publicly available (other than by breach of any of
the
Transaction Agreements); or
	 
	 	(e)	 	the other Parties have given prior written approval to the disclosure or use.






	7.	 	RELEASE AND INDULGENCE
	 
	 	 	Any liability to any Party may in whole or in part be released, compounded or compromised
or time or indulgence given by any other Party in writing in their




7









 






	 	 	absolute discretion, as regards any of the Parties under such liability without in any way
prejudicing or affecting their rights against any other Party or Parties under the same or
a like liability whether joint and several or otherwise.






	8.	 	NOTICES






	 	 	All notices, consents, and other communications under or pursuant to this Agreement
(“Notices”) shall be in writing and in the English language and shall be delivered
(A) by hand, (B) by facsimile (with receipt confirmed); provided, however, that a
copy is promptly thereafter mailed by reputable private courier, return receipt requested,
(C) by the addressee or (D) by such other means as the Parties may agree from time to time;
in each case to the appropriate addresses and facsimile numbers set forth below (or to such
other addresses or facsimile numbers as a Party may designate as to itself by not less than
five (5) Business Days notice to the other Parties):






	 	 	 	 	 
	if to Standard Bank, to

	 	:
	 	Standard Bank Plc

Cannon Bridge House

25 Dowgate Hill

London EC 4R 2SB

Fax: +852 2822 7947

Attention: John Wixley c/o Standard Bank Asia

Limited
	 
	 	 	 	 
	if to Zhang, to

	 	:
	 	Zhang Ruilin 

Suite 406, Block C, Grand Place 

5 Hui Zhong Road 

Chaoyang District, Beijing 10010

PRC 

Facsimile: (8610) 5123 8866
	 
	 	 	 	 
	if to Zhao, to

	 	:
	 	Zhao Jiangwei 

Suite 406, Block C, Grand Place 

5 Hui Zhong Road 

Chaoyang District, Beijing 10010

PRC 

Facsimile: (8610) 5123 8866
	 
	 	 	 	 
	if to Shang, to

	 	:
	 	Shang Zhiguo 

Suite 406, Block C, Grand Place 

5 Hui Zhong Road 

Chaoyang District, Beijing 10010

PRC 

Facsimile: (8610) 5123 8866
	 
	 	 	 	 
	if to FEEL, the Company 

or MIE, to

	 	:
	 	 Zhang Ruilin 

Suite 406, Block C, Grand Place 

5 Hui Zhong Road 

Chaoyang District, Beijing 10010

PRC
Facsimile: (8610) 5123 8866






8









 






	9.	 	GOVERNING LAW
	 
	 	 	This Agreement shall be governed by and construed in accordance with English law.
	 
	10.	 	ARBITRATION
	 
	10.1	 	Amicable Settlement. Any and all disputes, controversies and conflicts between the
Parties arising out of or relating to or in connection with this Agreement and the
performance or non-performance of the obligations set forth herein shall, so far as is
possible, be settled amicably between the Parties within thirty (30) days after written
notice of such dispute, controversy or conflict has been given by one Party to the
other Parties.
	 
	10.2	 	 Arbitration Procedure.






	 	(a)	 	Failing an amicable settlement thereof within the thirty (30)-day period
specified in Clause 10.1, any and all disputes, controversies and conflicts
arising out of or in connection with this Agreement or its performance
(including the validity of this Agreement) shall be settled by three (3)
arbitrators under the rules of the UNCITRAL Arbitration Rules (the
 “UNCITRAL Rules”) in accordance with the Hong Kong International
Arbitration Centre ( “HKIAC”) Procedures for the Administration
of
International Arbitration in force at the date of this Agreement. The place of
arbitration shall be Hong Kong and the language used in the arbitral
proceedings shall be English. The HKIAC shall act as the administering
institute.
	 
	 	(b)	 	The arbitrators shall be appointed by mutual consent of the Parties involved in
the arbitration in accordance with the procedures set out in the UNCITRAL
Rules regarding the appointment of arbitrators, failing which the appointing
authority shall be HKIAC.
	 
	 	(c)	 	The arbitral proceeding shall accord to each of the Parties the right to
provide
witnesses, including expert witnesses, the right of cross-examination of
witnesses and the right to make both written and oral submissions.
	 
	 	(d)	 	The arbitral award made and granted by the arbitrator shall be final, binding
and incontestable and may be used as a basis for judgement thereon. All costs
of arbitration (including, without limitation, those incurred in the appointment
of the arbitrator) shall be apportioned in the arbitral award.




9









 












	10.3	 	Court Action. By agreeing to arbitration, the Parties do not intend to
deprive any
court of competent jurisdiction of its ability to issue any form of provisional remedy,
including but not limited to a preliminary remedy in aid of arbitration, or order any
interim injunction. A request for such provisional remedy or interim injunction by the
parties to a court shall not be deemed a waiver of this agreement to submit to
arbitration.
	 
	10.4	 	 Continued Performance During Arbitration. During the period of submission to
arbitration and thereafter until the granting of the arbitral award, the Parties shall,
except in the event of termination, continue to perform all their obligations under this
Agreement without prejudice to a final adjustment in accordance with the said award.
	 
	10.5	 	 Survival. The provisions contained in this Clause 10 shall survive the termination or
expiration of this Agreement.
	 
	11.	 	MISCELLANEOUS
	 
	11.1	 	Fees and Expenses. Each Party shall bear its own expenses in connection with legal
and other advisors retained by it in connection with the transaction.
	 
	11.2	 	 Successors and Assigns. This Agreement has been made solely for the benefit of the
Parties and their respective successors, personal representatives, heirs and estates and
permitted assigns and nothing herein is intended to confer any rights or remedies
under or by reason of this Agreement to any other Person.
	 
	11.3	 	 Assignment . The provisions of this Agreement shall be binding upon and accrue to
the benefit of the Parties and their respective successors and permitted assigns.
Notwithstanding the foregoing, none of the Parties may assign its rights and
obligations in whole or in part hereunder without the prior written consent of the other
Parties.
	 
	11.4	 	 Further Assurances. Each Party undertakes to and with each other Party to do all
things reasonably within its power which are necessary or desirable to give full effect
to the spirit and intent of this Agreement.
	 
	11.5	 	 Amendments and Waivers. All amendments and other modifications hereof or
waivers of the observance of any term hereof (either generally or in a particular
instance and either retroactively or prospectively) shall be in writing and signed by
each of the Parties.
	 
	11.6	 	 No Waiver. The failure of a Party at any time to require observance or performance
by any other Party of any of the provisions of this Agreement shall in no way affect
the Party’s right to require such observance or performance at any time thereafter, nor
shall the waiver by any Party of a breach of any provision hereof be taken or held to
be a waiver of any succeeding breach of such provision. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or
remedies otherwise provided by law.
	 
	11.7	 	 Severability. In case any one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of all remaining provisions contained herein shall not in any way be




10









 






	 	 	affected or impaired thereby; and the invalid, illegal or unenforceable provisions shall be
interpreted and applied so as to produce as near as may be the legal, economic and
commercial result intended by the Parties.






	11.8	 	Counterparts. This Agreement may be signed in any number of counterparts, each of
which is an original and all of which, taken together, constitute one and the same
instrument. This Agreement may also be executed and delivered by facsimile
signature and in any number of counterparts, each of which shall be deemed an
original and all of which, taken together, constitute one and the same instruments.
	 
	11.9	 	 Entire Agreement. This Agreement contains the entire understanding and agreement
between the Parties with respect to the subject matter hereof and supersedes and
cancels all prior oral and written agreements or representations, if any, among the
Parties or any of them relating to the subject matter thereof.





[Signature page follows]








11









 







IN WITNESS WHEREOF this Amendment has been duly executed as of the date and year first written
above.




	 	 	 	 	 
	STANDARD BANK PLC

 	 	 
	By:  	/s/ Andrew King
 	 	 
	 	Name:  	ANDREW KING 	 	 
	 	Title:  	CEO, ASIA 	 	 



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	FAR EAST ENERGY LIMITED

 	 	 
	By:  	/s/ Zhao JiangWei
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	/s/ Zhang Ruilin
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MI ENERGY CORPORATION

 	 	 
	By:  	/s/ Zhang Ruilin
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	 	 
	/s/ Zhang Ruilin 	 	 
	ZHANG RUILIN 	 	 
	 	 	 
	 
	 	 	 
	/s/ Zhao Jiangwei 	 	 
	ZHAO JIANGWEI 	 	 
	 	 	 
	 
	 	 	 
	  /s/ Shang Zhiguo 	 	 
	SHANG ZHIGUO 	 	 
	 	 	 



14









 






	 	 	 	 	 



EXHIBIT A




TERMINATION OF FEEL SHAREHOLDERS UNDERTAKINGS







15









 








Execution Copy




TERMINATION OF FEEL SHAREHOLDERS UNDERTAKINGS




Zhang Ruilin, Zhao Jiangwei and Shang Zhiguo

Suite 406, Block C, Grand Place, 5 Hui Zhong Road, Chaoyang District, Beijing 10010, PRC

Attention: Mr. Zhang Ruilin Facsimile: (8610) 5123 8866



October 30, 2009




Standard Bank PLC.

Cannon Bridge House 

25 Dowgate Hill 

London EC 4R 2SB

Fax: (852) 2822 7947

Attention: John Wixley




Re:    Termination of FEEL Shareholders Undertakings




Dear Sirs:



We refer to the Letter of FEEL Shareholders Undertakings dated July 9, 2009 (the  “FEEL
Shareholders Undertakings”) from Zhang Ruilin, Zhao Jiangwei and Share Zhiguo (the  “FEEL
Shareholders”) to Standard Bank Plc (“Standard Bank”), pursuant to which FEEL
Shareholders gave certain representations, warranties and undertakings to Standard Bank.



We also refer to the Shares Purchase Agreement relating to the Purchase of 197,049 Ordinary Shares
of MIE Holdings Corporation dated October 30, 2009 (the  “Shares Purchase Agreement”) among
Standard Bank, Far East Energy Limited, MIE Holdings Corporation, MI Energy Corporation, Zhang
Ruilin, Zhao Jiangwen and Shang Zhiguo.



Save as defined in this letter, words and expressions defined in the Shares Purchase Agreement
shall have the same meanings when used in this letter.




1. TERMINATION OF FEEL SHAREHOLDERS UNDERTAKINGS



In consideration of the sales and purchase of the Buyback Shares pursuant to the Shares Purchase
Agreement, effective as of Completion, the FEEL Shareholders Undertakings is terminated and of no
further effect and all further obligations, duties and liabilities of the FEEL Shareholders,
arising out of or in connection with the FEEL Shareholders Undertakings shall, on and from
Completion, be terminated and Standard Bank shall have no claim or recourse of any nature
whatsoever against the FEEL Shareholders arising out of or in connection with the FEEL Shareholders
Undertakings from Completion. On and from Completion, Standard Bank fully and unconditionally
release and discharge the FEEL Shareholders from their liabilities and obligations (in whatsoever
form) which arise under the FEEL Shareholders Undertakings.




2. NOTICES








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All notices, consents, and other communications under or pursuant to this letter
(“Notices”) shall be in writing and in the English language and shall be delivered (A) by
hand, (B) by facsimile (with receipt confirmed); provided, however, that a copy is promptly
thereafter mailed by reputable private courier, return receipt requested, (C) by the addressee or
(D) by such other means as the parties may agree from time to time; in each case to the appropriate
addresses and facsimile numbers set forth below (or to such other addresses or facsimile numbers as
a party may designate as to itself by not less than five (5) Business Days notice to the other
parties):





	if to Standard

Bank, to: 	 	 Cannon Bridge House

25 Dowgate Hill

London EC 4R 2SB

Fax: (852) 2822 7947

Attention: John Wixley
	 
	 	 	with a copy to:
	 
	 	 	Standard Bank Asia Limited

36/F Two Pacific Place 88

Queensway Hong Kong

Fax: (852) 2822 7999

Attention: John Wixley
	 
	if to any FEEL

Shareholder, to:	 	 Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 10010, PRC

Attention: Mr. Zhang Ruilin

Facsimile: (8610) 5123 8866





3. MISCELLANEOUS





	3.1	 	Governing Law and Arbitration. This letter shall be governed by and construed in
accordance with the English law without regard to conflicts of laws principles. The
provisions of Clause 10 of the Shares Purchase Agreement shall be deemed to be
incorporated in this letter in full, mutatis mutandis, save that references to “this
Agreement” shall be construed as references to this letter and references to “Parties” or
“Party” shall be construed as references to parties or party to this letter.
	 
	3.2	 	Assignment. The provisions of this letter shall be binding upon and accrue to the
benefit
of the Parties and their respective successors and permitted assigns. Notwithstanding the
foregoing, none of the Parties may assign its rights and obligations in whole or in part
hereunder without the prior written consent of the other party, except that Standard Bank
may assign its rights under this letter, in whole or in part, to any Person who acquires
Shares held by Standard Bank.




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	3.3	 	Amendments and waivers. All amendments and other modifications hereof or waivers
of
the observance of any term hereof (either generally or in a particular instance and either
retroactively or prospectively) shall be in writing and signed by each of the parties.
	 
	3.4	 	No Waiver. The failure of a party at any time to require observance or performance by
any other party of any of the provisions of this letter shall in no way affect the party’s
right to require such observance or performance at any time thereafter, nor shall the
waiver by any party of a breach of any provision hereof be taken or held to be a waiver of
any succeeding breach of such provision. The rights and remedies provided in this letter
are cumulative and not exclusive of any rights or remedies otherwise provided by law.
	 
	3.5	 	Counterparts. This letter may be signed in any number of counterparts, each of which
is
an original and all of which, taken together, constitute one and the same instrument. This
letter may also be executed and delivered by facsimile signature and in any number of
counterparts, each of which shall be deemed an original and all of which, taken together,
constitute one and the same instruments.





[Remainder of Page Intentionally Left Blank]








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Execution Copy




Very truly yours,




	 	 	 	 	 
	 	ZHANG RUILIN

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	ZHAO JIANGWEI

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	SHANG ZHIGUO

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



Accepted and agreed to

on the terms set forth above as of the

date first written above:




	 	 	 	 	 
	Standard Bank PLC.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




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