EX-10.47






Exhibit 10.47









Dated This 10th Day of March 2010




By And Among



TPG Star Energy Ltd.



TPG Star Energy Co-invest LLC



Sino Link Limited



Harmony Energy Limited



Far East Energy Limited



Mi Energy Corporation



AND



MIE Holdings Corporation



 





SECOND AMENDED AND RESTATED



SHAREHOLDERS’ AGREEMENT



in relation to



MIE HOLDINGS CORPORATION



 

















 



 


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	 	2	 
	2.
	 	RESTRICTIONS ON TRANSFERABILITY	 	 	10	 
	3.
	 	PREEMPTION RIGHTS	 	 	16	 
	4.
	 	[Intentionally left blank.]	 	 	17	 
	5.
	 	COVENANTS	 	 	18	 
	6.
	 	BOARD OF DIRECTORS	 	 	19	 
	7.
	 	MEETINGS OF SHAREHOLDERS	 	 	22	 
	8.
	 	DIVIDENDS	 	 	24	 
	9.
	 	ANNOUNCEMENTS AND CONFIDENTIALITY	 	 	24	 
	10.
	 	NOTICES	 	 	25	 
	11.
	 	GOVERNING LAW AND PRIORITY	 	 	27	 
	12.
	 	TERMINATION OF AGREEMENT	 	 	27	 
	13.
	 	ARBITRATION	 	 	28	 
	14.
	 	CERTAIN ADDITIONAL COVENANTS OF THE PARTIES	 	 	29	 
	15.
	 	MISCELLANEOUS	 	 	30	 












 



 

THIS SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made on the 10th day
of March 2010 by and among





	(1)	 	TPG STAR ENERGY LTD., an exempted company incorporated with limited liability in the Cayman
Islands (“TPG Star”);
	 
	(2)	 	TPG STAR ENERGY CO-INVEST LLC, a limited liability company formed in the State of Delaware,
United States (“TPG Co-invest”, and together with TPG Star, “TPG”);
	 
	(3)	 	HARMONY ENERGY LIMITED, a company incorporated in the British Virgin Islands
(“Harmony”);
	 
	(4)	 	SINO LINK LIMITED, an exempted company incorporated in Cayman Islands with limited
liability (“Sino Link”, and together with TPG and Harmony, each an “Investor” and together the
“Investors”);
	 
	(5)	 	FAR EAST ENERGY LIMITED, a company incorporated in the Hong Kong Special Administration Region
of the People’s Republic of China (“FEEL”);
	 
	(6)	 	MI ENERGY CORPORATION, an exempted company incorporated with limited liability in the Cayman
Islands (“MIE”); and
	 
	(7)	 	MIE HOLDINGS CORPORATION, an exempted company incorporated with limited liability in the Cayman
Islands (the “Company”).




(The Investors and FEEL are hereinafter referred to collectively as the “Shareholders” and
individually as a “Shareholder”. The Investors, FEEL, MIE and the Company are hereinafter referred
to collectively as the “Parties” and individually as a “Party”).



WHEREAS, TPG, FEEL, the Company and MIE are parties to the Series A Preferred Shares Subscription
and Put Option Agreement dated June 19, 2009 (as amended, the “TPG SPA”), pursuant to which TPG
subscribed for 2,145,749 Series A Preferred Shares;



WHEREAS, Sino Link, FEEL, Zhang Ruilin (“Zhang”), Zhao Jiangwei (“Zhao”) and Shang Zhiguo (“Shang”
and collectively with Zhang and Zhao, the “FEEL Shareholders”) entered into the Shares Purchase
Agreement dated October 26, 2009 (the “Sino Link SPA”) pursuant to which Sino Link purchased
363,373 Series A Preferred Shares on the terms and subject to the conditions contained in the Sino
Link SPA;



WHEREAS, Harmony, FEEL, Zhang Ruilin (“Zhang”), Zhao Jiangwei (“Zhao”) and Shang Zhiguo
(“Shang” and collectively with Zhang and Zhao, the “FEEL Shareholders”) entered into the Shares
Purchase Agreement dated February 5, 2010 (the “Harmony SPA”) pursuant to which Harmony purchased
3,642,512 Series B Preferred Shares on the terms and subject to the conditions contained in the
Harmony SPA;



WHEREAS, the respective obligations of the parties under the Harmony SPA to be performed at the
Completion (as defined in the Harmony SPA) are conditioned upon the execution and delivery of this
Agreement by the Parties; and



WHEREAS, the Parties are desirous of entering into this Agreement to (i) terminate, supercede and
replace the Amended and Restated Shareholders’ Agreement dated October 30,











 



Page 2



2009 between FEEL, MIE, TPG, Sino Link and the Company in its entirety by this Agreement, and (ii)
regulate the relationship of the Shareholders inter se and with the Company.



NOW THEREFORE, upon the terms and subject to the conditions stated herein, the Parties agree as
follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions. In this Agreement, the following words have the following respective meanings:





	 	 	 
	“Adjourned Meeting”

	 	has the meaning given such term in Clause 6.10.
	 
	 	 
	“Affiliate”

	 	means, with respect to any specified Person, any other Person who
or which, directly or indirectly, controls, is controlled by, or is
under common control with, such specified Person, including,
without limitation, any general partner, officer, director, member,
manager or employee of such Person and any investment fund now
or hereafter existing that is controlled by or under common control
with one or more general partners or managing members of, or
shares the same management company with, such Person;
provided, that (i) with respect to TPG, Affiliate shall include any
other person that controls, is controlled by, or is under common
control with TPG Star, L.P. and/or its Affiliates, (ii) with
respect to
Sino Link, Affiliate shall only include any other person that
directly controls and holds a majority interest in Sino Link, (iii)
with respect to Harmony, Affiliate shall include any other person
that controls, is controlled by, or is under common control with
Ever Union Capital Limited and/or its Affiliates, and (iv) with
respect to FEEL, Affiliate shall include Zhang Ruilin and Zhao
Jiangwei and each of their respective Affiliates.
	 
	 	 
	“Agreement”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Annual General Meeting”

	 	has the meaning given such term in Clause 7.1.
	 
	 	 
	“Board”

	 	means the board of directors for the time being of the Company or
the Directors present or deemed present at a duly convened
meeting of the Directors at which a quorum is present.
	 
	 	 
	“Business Day”

	 	means any day that is not a Saturday, a Sunday or a day on which
banks are required or permitted to be closed in the Hong Kong
SAR or the People’s Republic of China.
	 
	 	 
	“Chairman”

	 	has the meaning given such term in Clause 6.8.
	 
	 	 
	“CITIC KaWah Facility”

	 	means the US$200,000,000 Transferable Term Loan and
Revolving Credit Facility Agreement dated 28 July 2009 between
MI Energy Corporation as borrower, CITIC Ka Wah Bank
Limited as facility agent and offshore security agent, China CITIC












 



Page 3


	 	 	 
	 

	 	Bank Corporation Limited, Guangzhou Branch as onshore
security agent, and the banks and other financial institutions
named therein as lenders.
	 
	 	 
	“Companies Law”

	 	means the Companies Law (2007 Revision) of the Cayman Islands,
as amended, and every statutory modification or reenactment
thereof for the time being in force.
	 
	 	 
	“Company”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Company Employee Share Option Scheme”

	 	has the meaning given such term in Clause 5.3.
	 
	 	 
	“Competing Business”

	 	means, in respect of any Person, any business engaged by such
Person that competes, directly or indirectly, with the Company
or any of its Subsidiaries.
	 
	 	 
	“control”

	 	means possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such other
Person (whether through ownership interest, by contract or
otherwise); provided, however, that, in any event, any Person
that
owns directly or indirectly more than fifty percent (50%) of the
ordinary voting interests in such other Person shall be deemed
to
control such other Person.
	 
	 	 
	“Cut-Off Date”

	 	has the meaning given such term in Clause 2.2(b).
	 
	 	 
	“Debt Settlement Transactions”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Director”

	 	means an appointed director of the Company, including, where
applicable, an alternate director.
	 
	 	 
	“Effective Date”

	 	has the meaning given such term in the Amendment.
	 
	 	 
	“Electing Offeree”

	 	has the meaning given such term in Clause 2.2(b).
	 
	 	 
	“Encumbrance”

	 	means any deed to secure debt, assignment, security right, pledge,
lien, charge, option, encumbrance and claim or right of any kind
of third Persons, whether voluntarily incurred or arising by
operation of law, including any agreement to give any of the
foregoing in the future, and in relation to shares in the issued
shares capital of a company, any right to appoint a proxy,
exercisable by any party other than the holder of such shares.
	 
	 	 
	“Extended Cut-Off Date”

	 	has the meaning given such term in Clause 2.2(c).
	 
	 	 
	“Extended
Preemption Cut-Off Date”

	 	has the meaning given such term in Clause 3.2(b).












 



Page 4


	 	 	 
	 
	 	 
	“FEEL”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“FEEL Directors”

	 	has the meaning given such term in Clause 6.2(b).
	 
	 	 
	“FEEL Shareholders”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“General Meeting”

	 	means any general meeting of the Shareholders.
	 
	 	 
	“Harmony”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Harmony SPA”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“HKIAC”

	 	has the meaning given such term in Clause 13.2.
	 
	 	 
	“Indebtedness”

	 	means all (i) funded indebtedness of the Company and its
Subsidiaries, including, (A) all funded obligations for borrowed
money, (B) funded obligations evidenced by bonds, notes,
debentures, loan agreements or similar instruments, (C) otherwise
as an account party in respect of or arising under letters of credit,
bankers’ acceptances, bank guaranties, surety bonds and similar
instruments, (ii) the aggregate amount required to be capitalized
under leases under which the Company or any of its Subsidiaries is
the lessee, (iii) obligations of the Company or any of its
Subsidiaries for deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of
business), and (iv) all accrued and unpaid interest on any of the
foregoing.
	 
	 	 
	“Investor” or “Investors”

	 	have the meanings given such terms in the Preamble.
	 
	 	 
	“JMC Budget”

	 	means an annual budget as approved by the Joint Management
Committee under the Company’s existing production sharing
contracts with China National Petroleum Corporation.
	 
	 	 
	“Joint Management Committee”

	 	has the meaning given such term in the Production Sharing
Contracts.
	 
	 	 
	“Management Accounts”

	 	means the unaudited management accounts of the Company and of
each of the Company’s Subsidiaries, in the agreed form.
	 
	 	 
	“Material Subsidiary”

	 	means MIE and any other member of the MIE Group having more
than 10% of the assets of the MIE Group as shown in the latest
financial statements of that entity.
	 
	 	 
	“MIE”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“MIE Group”

	 	means the Company, its Subsidiaries and other entities controlled
directly or indirectly by the Company.












 



Page 5


	 	 	 
	“MIE Loan”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Minimum Shareholding Percentage”

	 	means a Shareholding Percentage of not less than five percent
(5%).
	 
	 	 
	“New Securities”

	 	means Shares or rights, option, warrants or other securities
convertible into or exercisable or exchangeable for Shares after
the date of this Agreement, other than Shares issued or issuable:
	 
	 	 
	 

	 	(a)   pursuant to the Company Employee Share Option Scheme
in accordance with Clause 5.3;

	 
	 	 
	 

	 	(b)   upon conversion of the Series A Preferred Shares or the
Series B Preferred Shares;

	 
	 	 
	 

	 	(c)   as a dividend or other distribution on the Series A
Preferred Shares or the Series B Preferred Shares;

	 
	 	 
	 

	 	(d)   pursuant to a Qualified IPO; and

	 
	 	 
	 

	 	(e)   in connection with any stock split or stock dividend.

	 
	 	 
	“Non-Competing Person”

	 	means any Person that is not engaged, directly or indirectly, in a
Competing Business, it being understood that TPG, Harmony and
Sino Link are Non-Competing Persons.
	 
	 	 
	“Non-Offering Shareholders”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Notices”

	 	has the meaning given such term in Clause 10.
	 
	 	 
	“OFAC”

	 	has the meaning given such term in Clause 14.5.
	 
	 	 
	“Offered Shares”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Offering Shareholder”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Ordinary Shares”

	 	means the ordinary shares, US$0.01 par value each, of the
Company.
	 
	 	 
	“Participant”

	 	has the meaning given such term in Clause 2.3(b).
	 
	 	 
	“Party” or “Parties”

	 	have the meanings given such terms in the Preamble.
	 
	 	 
	“Person”

	 	means any natural person, individual, partnership, joint venture,
company, corporation, trust, estate, juridical entity, firm,
association, statutory body, unincorporated organization, or
governmental authority or any other entity whether acting in an
individual, fiduciary or other capacity.












 



Page 6


	 	 	 
	“Pre-Approved Affiliate Transaction”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Preemption Cut-Off Date”

	 	has the meaning given such term in Clause 3.2(a).
	 
	 	 
	“Preferred Shares”

	 	means the Series A Preferred Shares and the Series B Preferred
Shares.
	 
	 	 
	“Production Sharing Contracts”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Proposed Transfer”

	 	means any Transfer of any Shares proposed by any Shareholder.
	 
	 	 
	“Prospective Transferee”

	 	means any Person to whom a Shareholder proposes to make a
Proposed Transfer, including a Proposed Transfer by FEEL
pursuant to Clause 2.3.
	 
	 	 
	“Qualified IPO”

	 	means an underwritten public offering by the Company of its
Shares on a Recognised Stock Exchange pursuant to a prospectus
or offering circular under applicable securities laws resulting in
the shares of the Company becoming freely tradable.
	 
	 	 
	“Recognised Stock Exchange”

	 	means NASDAQ, the New York Stock Exchange, the Toronto
Stock Exchange, the Australian Securities Exchange, the
Euronext Paris, the Tokyo Stock Exchange, the Deutsche Borse,
or the main board of any of the Stock Exchange of Hong Kong
Limited, the Singapore Stock Exchange or the London Stock
Exchange, or any other stock exchange of equal standing
reasonably agreed by TPG.
	 
	 	 
	“Remaining New Securities”

	 	has the meaning given such term in Clause 3.2(c).
	 
	 	 
	“Required Shareholding Ownership Expiration Date”

	 	has the meaning given such term in Clause 14.3.
	 
	 	 
	“Reserved Matter”

	 	means any of the matters affecting the MIE Group set forth in
Schedule 1.
	 
	 	 
	“Restated Articles”

	 	means the Fourth Amended and Restated Memorandum and
Articles of the Company, as set out in Exhibit B to the Harmony
SPA (as may be amended from time to time).
	 
	 	 
	“Scheduled Completion Date”

	 	has the meaning given such term in Clause 2.2(e).
	 
	 	 
	“Series A Preferred Shareholder”

	 	means each holder of the Series A Preferred Shares.












 



Page 7


	 	 	 
	“Series A Preferred Shares”

	 	means the Series A Preferred Shares, US$0.01 par value each, in
the Company having the rights attached thereto as set out in the
Restated Articles.
	 
	 	 
	“Series B Preferred Shareholders”

	 	means each holder of the Series B Preferred Shares.
	 
	 	 
	“Series B Preferred Shares”

	 	means the Series B Preferred Shares, US$0.01 par value each, in
the Company having the rights attached thereto as set out in the
Restated Articles.
	 
	 	 
	“Shareholders”

	 	means FEEL, TPG, Harmony and Sino Link, and each Person to
whom the rights of a Shareholder are assigned pursuant to Clause
15.1, each Person who hereafter becomes a signatory to this
Agreement pursuant to Clause 2.6 and any one of them, as the
context may require.
	 
	 	 
	“Shareholding Effective Date”

	 	has the meaning given such term in Clause 2.1.
	 
	 	 
	“Shareholding Percentage”

	 	means, with respect to any Shareholder, the ratio (expressed as a
percentage) of the number of Shares held by such Shareholder to
the aggregate number of all the issued Shares. For the purposes of
determining the number of Shares held by the Shareholders, all
Series A Preferred Shares and the Series B Preferred Shares shall
be deemed to have been converted into Ordinary Shares at the then-
applicable conversion ratio.
	 
	 	 
	“Shares”

	 	means the Ordinary Shares, the Series A Preferred Shares, the
Series B Preferred Shares, and any other shares of the Company,
whether fully or partly paid.
	 
	 	 
	“Sino Link”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Sino Link SPA”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“Subsidiary”

	 	means, with respect to any Person:
	 
	 	 
	 

	 	(a)   any company or corporation more than fifty percent (50%) of
whose shares of any class or classes having by the terms
thereof ordinary voting power to elect a majority of the directors of
such company or corporation (irrespectively of whether or not
at the time shares of any class or classes of such company or
corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such
Person directly or indirectly through one or more Subsidiaries
of such Person; and

	 
	 	 
	 

	 	(b)   any partnership, association, joint venture or other entity in which such Person directly or indirectly through one or more













 



Page 8


	 	 	 
	 

	 	   Subsidiaries of such Person has more than a fifty percent (50%)
equity interest.

	 
	 	 
	“Tag-Along Notice”

	 	has the meaning given such term in Clause 2.3(a).
	 
	 	 
	“Tag-Along Offer”

	 	has the meaning given such term in Clause 2.3(a).
	 
	 	 
	“Tag-Along Offer

	 	means the higher of (x) the weighted average price per Share of the
	Purchase Price”

	 	aggregate Shares (i) to be Transferred by the Tag-Along Seller to
the Prospective Transferee pursuant to Clause 2.3 and (ii)
Transferred by the Tag-Along Seller and its Affiliates during the
12-month period prior to the date of the Tag-Along Notice and (y)
the price per Share of the Shares to be transferred by the
Tag-Along
Seller to the Prospective Transferee pursuant to Clause 2.3.
	 
	 	 
	“Tag-Along Seller”

	 	has the meaning given such term in Clause 2.3(a).
	 
	 	 
	“TPG”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“TPG Director”

	 	has the meaning given such term in Clause 6.2(a).
	 
	 	 
	“TPG SPA”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“Trade Sale”

	 	means a sale of all of the Shares.
	 
	 	 
	“Transfer”

	 	means the direct or indirect sale (including by merger or sale of
equity of a Person or an Affiliate of a Person having shares),
offer
to sell, pledge, mortgage, encumbrance, gift, assignment, transfer
or disposition of Shares, or any rights or interest therein or
afforded thereby, or entering into any contract or agreement to do
any of the foregoing, voluntarily or involuntarily.
	 
	 	 
	“Transfer Notice”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Transaction Agreements”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“UNCITRAL Rules”

	 	has the meaning given such term in Clause 13.2(a).
	 
	 	 
	“US$”

	 	means the lawful currency of the United States of America.
	 
	 	 
	“Voting Percentage”

	 	means, with respect to any Shareholder at any particular time, the
ratio (expressed as a percentage) of the number of votes which
may be cast at that time at a meeting of the shareholder of the
Company in relation to Shares owned, directly or indirectly, by
such Shareholder and its Affiliates to the aggregate number of all
the votes which may be cast at that time at any such meeting of
the shareholders in relation to all issued Shares.







	1.2	 	Principles of Construction.










 



Page 9








	(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.
	 
	(g)	 	References to the Preamble, Recitals, Clauses and Schedules are to the preamble,
recitals and clauses of and schedules 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 references to natural
persons shall include bodies corporate.
	 
	(j)	 	This Agreement is the result of negotiations between, and has been reviewed by, the
respective Parties. Accordingly, this 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 the Shareholders, MIE or the Company, 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)	 	Any reference in this Agreement to a Transaction Agreement shall include any schedules
and exhibits attached to it and shall include that Transaction Agreement as amended,
modified or supplemented from time to time and any document which amends, modifies or
supplements that Transaction Agreement.
	 
	(l)	 	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.










 



Page 10








	2.	 	RESTRICTIONS ON TRANSFERABILITY
	 
	2.1	 	Transfer Restrictions.






	 	(a)	 	Prior to the date falling one (1) year after the date on which a Shareholder becomes a
Shareholder of the Company (“Shareholding Effective Date”), no Shareholder or any Affiliate
of such Shareholder shall Transfer any of its Shares; provided, however, that:






	 	(i)	 	TPG and its Affiliates may Transfer Shares to one (1) or more limited partners
of TPG Star, L.P. or its Affiliates for a minimum of US$10,000,000 per Person, so
long as, after giving effect to all such Transfers, TPG and its Affiliates hold
Shares having a Shareholding Percentage of at least six percent (6%);
	 
	 	(ii)	 	Harmony may Transfer Shares to one (1) or more of its Affiliates for a minimum
of US$10,000,000 per Person; and
	 
	 	(iii)	 	any Transfer effected by any Shareholder in accordance with Clauses 2.2, 2.3
or 2.7 of this Agreement, Clause 7 of the TPG SPA and Clause 4 of the Sino Link SPA
shall be permitted.






	 	(b)	 	On and after the date falling one (1) year after the Shareholding Effective Date, no
Shareholder or any Affiliate of such Shareholder shall Transfer any of its Shares;
provided, however, that:






	 	(i)	 	subject to Clause 14.3, any Transfer effected by any Shareholder in accordance
with Clauses 2.2, 2.3 or 2.7 of this Agreement, Clause 7 of the TPG SPA or Clause 4
of the Sino Link SPA shall be permitted.






	 	(c)	 	At any time but subject to Clause 14.3, FEEL may Transfer Shares having an aggregate
Shareholding Percentage of up to five percent (5%) to persons who are bona fide directors,
officers or employees of the Company or MIE as of the date hereof, but any such Transfer of
Shares to any one director, officer or employee shall not result in any one such transferee
holding an aggregate Shareholding Percentage exceeding two percent (2%).






	2.2	 	Right of First Refusal.






	 	(a)	 	Except for a Transfer in accordance with Clause 2.1(a), 2.1(b), 2.1(c), 2.3 or 2.7 of
this Agreement, Clause 7 of the TPG SPA or Clause 4 of the Sino Link SPA, if at any time,
any Shareholder (an “Offering Shareholder”) desires to Transfer (upon the terms and
conditions under this Agreement) all or part of its Shares (the “Offered Shares”) to a
Prospective Transferee, the other Shareholders (the “Non-Offering Shareholders”) shall have
the right of first refusal to purchase the Offered Shares upon the terms and subject to the
conditions hereinafter provided. Prior to any Proposed Transfer of Offered Shares, the
Offering Shareholder shall deliver to each Non-Offering Shareholder (with a copy to the
Company) a written irrevocable bona fide offer to sell the Offered Shares to the
Non-Offering Shareholders stating the number of Shares to be sold, the price and terms
thereof (which shall not















 





Page 11





include any warranties or indemnities (other than capacity and authority) from the
transferee) and the identity of the Prospective Transferee (a “Transfer Notice”).




	 	(b)	 	Each Non-Offering Shareholder shall have a period of thirty (30) days after receipt of a
Transfer Notice within which to elect to purchase its pro rata share (based on the proportion
its Shareholding Percentage bears to the aggregate Shareholding Percentage of all Non-Offering
Shareholders) of any or all such Offered Shares on the terms offered to the Prospective
Transferee in the Transfer Notice, which election shall be made by an irrevocable written
notice delivered by each electing Non-Offering Shareholder to the Offering Shareholder (with a
copy to the Company and each of the other Non-Offering Shareholders). The last day of such
30-day period is hereinafter referred to as the “Cut-Off Date”. Any new terms, conditions or
price offered by the Offering Shareholder to any Non-Offering Shareholder during such 30-day
period shall be offered to each Non-Offering Shareholder and shall be set forth in a new
Transfer Notice to each such Non-Offering Shareholder, which new Transfer Notice shall trigger
a new 30-day period as provided above. Any election to purchase the Offered Shares must be in
accordance with the terms of the Transfer Notice then in effect, and otherwise must be
unconditional (except that such purchase may be subject to the prior receipt of statutory or
regulatory approvals necessary to complete such purchase). Non-Offering Shareholders who elect
to purchase the Offered Shares pursuant to this Clause 2.2(b) are hereinafter referred to
individually as an “Electing Offeree” and collectively as the “Electing Offerees”.
	 
	 	(c)	 	If some, but not all, of the Non-Offering Shareholders do not elect to purchase their pro
rata share of the Offered Shares by the Cut-Off Date, each of the Electing Offerees shall have
the right, exercisable for a period of fifteen (15) days after the Cut-Off Date (the last day
of which shall be the “Extended CutOff Date”), to purchase all or any portion of the Offered
Shares not purchased by the Electing Offerees pursuant to Clause 2.2(b) pro rata (based on the
proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the
other Electing Offerees).
	 
	 	(d)	 	The consideration for such Offered Shares shall be paid in full in cash, or in such other
form as may be agreed between the Offering Shareholder and the Electing Offerees.
	 
	 	(e)	 	The completion of each such purchase shall take place on the thirtieth (30th) day after the
Cut-Off Date or Extended Cut Off Date (as the case may be), or if such day is not a Business
Day, then on the next such Business Day (the “Scheduled Completion Date”). The Scheduled
Completion Date may be amended upon the mutual agreement of the Offering Shareholder and the
Electing Offerees, and in any case shall be extended to the extent necessary in order to comply
with applicable laws and regulations (including obtaining any necessary governmental approvals
for the Transfer of such Offered Shares).
On or before the relevant Scheduled Completion Date, the Offering Shareholder shall
surrender the certificate or certificates representing the Offered Shares to be
purchased on such Scheduled Completion Date (or, if




 









 


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	 	 	 	such Offering Shareholder alleges that such certificate has been lost, stolen or
destroyed, a lost certificate affidavit and agreement reasonably acceptable to the
Company to indemnify the Company against any claim that may be made against the Company
on account of the alleged loss, theft or destruction of such certificate) to the
Electing Offerees, against payment in full of the consideration for such Offered Shares
in accordance with the provisions in this Clause 2.2.






	 	(f)	 	Upon any election of the right to purchase such Offered Shares by an Electing Offeree, the
Offering Shareholder and such Electing Offeree shall use their reasonable best efforts to
secure any approvals required in connection therewith.
	 
	 	(g)	 	Notwithstanding the foregoing, if the Non-Offering Shareholders have not exercised their
right to purchase all the Offered Shares by the end of the CutOff Date or the collective
Electing Offerees have not offered to purchase all of the Offered Shares by the end of the
Extended Cut-Off Date, then the Non-Offering Shareholders shall be deemed to have forfeited any
right to purchase such Offered Shares, and the Offering Shareholder shall be free to sell all,
but not less than all, of the Offered Shares to the Prospective Transferee substantially on the
terms and conditions set forth in the Proposed Transfer Notice not later than the sixtieth
(60th) day after the Cut-Off Date or the Extended Cut-Off Date, as the case may be.
	 
	 	(h)	 	If the Electing Offeree(s) fail(s) to complete the purchase of all of the Offered Shares on
the Scheduled Completion Date in accordance with the terms of this Agreement and the applicable
Transfer Notice and such failure is not remedied within seven (7) days of the Scheduled
Completion Date, then the Offering Shareholder may sell all (but not less than all) of the
Offered Shares to the Prospective Transferee not later than the sixtieth (60th) day after the
Scheduled Completion Date. If the necessary governmental approvals to an Electing Offeree’s
purchase of any Offered Shares are not obtained within a reasonable period of time after the
end of the 60-day period following the CutOff Date or the Extended Cut-Off Date, as the case
may be, such Offered Shares must be re-offered to the Non-Offering Shareholders (other than the
Electing Offeree) as Offered Shares under this Clause 2.2.
	 
	 	(i)	 	Any sale to a Prospective Transferee pursuant to either Clause 2.2(g) or Clause 2.2(h)
shall be on terms and conditions (including, without limitation, the price per Share) no more
favourable to such Prospective Transferee than those set forth in the applicable Transfer
Notice received by the Non-Offering Shareholders, and the Offering Shareholder must sell all of
the Offered Shares and not some only. Concurrently with any such sale to a Prospective
Transferee who is not then a party to this Agreement and, as a condition precedent for such
Transfer, such Prospective Transferee shall comply with the provisions of Clause 2.6.
	 
	 	(j)	 	If all of the Offered Shares are not sold to any Person within the 60-day period specified
in Clause 2.2(g) or Clause 2.2(h), then the rights of the other Shareholders under this Clause
2.2 shall be fully restored and reinstated as if




 









 



Page 13








	 	 	 	such offer had never been made and the Offering Shareholder must again follow the
procedures set forth in this Clause 2.2 prior to the sale of any of its Shares to
any Person, except for Transfers otherwise permitted by this Agreement.






	2.3	 	Tag-Along Rights.






	 	(a)	 	Except for a Transfer pursuant to Clause 2.1(a), 2.1(b), 2.1(c), or 2.7 of this
Agreement, Clause 7 of the TPG SPA, or Clause 4 of the Sino Link SPA, and subject always to
Clause 2.2, if at any time FEEL (“Tag-Along Seller”) proposes to Transfer Shares to a
Prospective Transferee that, when aggregated with all other Shares Transferred by such
Tag-Along Seller and its Affiliates, would result in such Tag-Along Seller owning less than
fifty percent (50%) of the then total issued and outstanding Shares, such Tag Along Seller
shall promptly give written notice to the Company (“Tag-Along Notice”) and each of the
other Shareholders at least forty-five (45) days prior to the completion of such Transfer
and shall cause the Prospective Transferee to make an offer for all of the Shares of such
other Shareholders on the same terms and conditions of the Proposed Transfer (provided that
the Investors shall only provide customary representations of title and capacity excluding
any representations or warranties with respect to the business, assets or liabilities or
financial condition of the Company) (the “Tag-Along Offer”), except that the price per
Share pursuant to the Tag-Along Offer shall be the Tag-Along Offer Purchase Price. The
Tag-Along Notice shall describe in reasonable detail the Proposed Transfer including,
without limitation, the class and number of Shares to be sold, the price and terms thereof
and the identity of the Prospective Transferee and attach a copy of the Tag-Along Offer.
Any subsequent Transfers of Shares by persons other than the Investors shall be subject to
the same tag-along right under this Clause 2.3.
	 
	 	(b)	 	Each non-Transferring Shareholder shall have a period of twenty (20) days after receipt
of a Tag-Along Notice within which to accept the Tag-Along Offer, which acceptance shall be
made by an irrevocable written notice delivered by each electing non-Transferring
Shareholder (each, a “Participant”) to the Tag-Along Seller and the Prospective Transferee
(with a copy to the Company and each of the other non-Transferring Shareholders).
No holders of Series A Preferred Shares or Series B Preferred Shares shall be
entitled to sell Series A Preferred Shares or Series B Preferred Shares pursuant to
this Clause 2.3, but shall be permitted to convert or exercise its applicable
portion of Series A Preferred Shares or Series B Preferred Shares for Ordinary
Shares concurrently with, and subject to, the consummation of the Proposed
Transfer, in which case each of the other Shareholders shall take all such steps
necessary to be taken by each of them respectively in order to give effect to such
conversion or exercise.
	 
	 	(c)	 	Each Participant shall effect its participation in the Transfer by delivering to the
Tag-Along Seller (to hold in trust as agent for such Participant), at least three (3)
Business Days prior to the date scheduled for such Transfer as set forth in the Tag-Along
Notice, one (1) or more share transfer certificate(s) duly executed by
the Participant, together with any share certificates, representing




 









 



Page 14








	 	 	 	the Shares which such Participant is entitled to Transfer in accordance with Clause
2.3(b). Such certificate or certificates or other instruments, as applicable, shall
be delivered by the Tag-Along Seller to the Proposed Transferee on the date
scheduled for such Transfer in consummation of the Transfer pursuant to the terms
and conditions specified in the Transfer Notice and such Proposed Transferee shall
remit to each such Participant the portion of the sale proceeds to which such
Participant is entitled by reason of its participation in such sale. The completion
of the Transfer by the Tag-Along Seller and the Transfer by each Participant shall
occur simultaneously. The Tag-Along Seller and the Participants shall be
responsible for their respective pro rata portions of the aggregate transaction
costs and expenses incurred by the Tag-Along Seller and the Participants in
connection with such Transfers and the Tag-Along Seller and the Participants shall
reimburse the other to the extent required to give effect to such expense
allocation. For purposes of this Clause 2.3(c), “pro rata portion” shall mean for
each Participant a fraction, the numerator of which is the number of Shares to be
Transferred by such Participant pursuant to this Clause 2.3 and the denominator of
which is the total number of Shares to be Transferred pursuant to this Clause 2.3.






	 	(d)	 	The non-exercise of the rights of any of the non-Transferring Shareholders to
participate in one (1) or more Transfers of Shares under this Clause 2.3 shall not
adversely affect its right to participate in subsequent Transfers of Shares subject to this
Clause 2.3.
	 
	 	(e)	 	The Tag-Along Seller shall not be permitted to Transfer Shares in circumstances where
Clause 2.3 is applicable unless the sale of Shares by Participants exercising their rights
under this Clause 2.3 is effected simultaneously, and any attempted Transfer by the
Tag-Along Seller in violation hereof shall be null and void. (e) Notwithstanding anything
contained in this Clause 2.3 to the contrary, there shall be no liability on the part of
the Tag-Along Seller to any other Shareholder in the event no Shares are sold (by any of
the Tag-Along Seller or any Participant) to the Proposed Transferee even if the provisions
of this Clause 2.3 have been triggered.
	 
	 	(e)	 	Notwithstanding anything
contained in this Clause 2.3 to the contrary, there shall be no liability on the part of
the Tag-Along Seller to any other Shareholder in the event no Shares are sold (by any of
the Tag-Along Seller or any Participant) to the Proposed Transferee even if the provisions
of this Clause 2.3 have been triggered.






	 	2.4	 	Restrictive Legend.
	 
	 	 	 	Each certificate representing the Shares or any other securities issued in respect of
the Shares upon any stock splits, stock dividend, recapitalisation, merger or similar
event, shall be stamped or otherwise imprinted with a legend in substantially the following
form (in addition to any legends required by agreement or by applicable securities laws):
	 
	 	 	 	THE SHARES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO AND MAY BE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECOND AMENDED AND RESTATED SHAREHOLDERS’
AGREEMENT DATED AS OF MARCH 10, 2010, AMONG THE HOLDER OF THIS CERTIFICATE, CERTAIN OTHER
SHAREHOLDERS OF THE COMPANY, MI ENERGY CORPORATION, AND THE COMPANY.






	2.5	 	Authorisation; Effect of Failure to Comply.




 









 



Page 15














	 	(a)	 	The Shareholders shall cause the Company to take any and all steps for and on behalf of
a transferring Shareholder to give effect to the Transfer of Shares pursuant to this Clause
2.
	 
	 	(b)	 	Any Proposed Transfer not made in compliance with the requirements of this Agreement
shall be null and void ab initio, shall not be recorded on the books of the Company or its
transfer agent and shall not be recognized by the Company. Each Party acknowledges and
agrees that any breach of this Agreement would result in substantial harm to the other
Parties for which monetary damages alone could not adequately compensate. Therefore, the
Parties unconditionally and irrevocably agree that any non-breaching Party shall be
entitled to seek protective orders, injunctive relief and other remedies available at law
or in equity (including, without limitation, seeking specific performance or the rescission
of purchases, sales and other Transfers of Shares not made in strict compliance with this
Agreement).
	 
	 	(c)	 	If any Shareholder becomes obligated to sell any Offered Shares to any Exercising
Offeree under this Agreement and fails to deliver a share transfer certificate duly
executed by the Shareholder, together with any share certificates, representing such
purchased Offered Shares and Transfer the Offered Shares in accordance with the terms of
this Agreement, such Exercising Offeree may, at its option, in addition to all other
remedies it may have, send to such Shareholder the purchase price for such Offered Shares
as is herein specified and request the Company to redeem and cancel on its books the
relevant Shares to be sold and issue the relevant Shares to such Exercising Offeree.






	2.6	 	Adherence on Transfer or Issue.






	 	(a)	 	Any Transfer of Shares (other than a Transfer of Shares pursuant to Clause 2.1(c))
shall require the prior adherence by the transferee to the terms of this Agreement. The
transferee to whom a Shareholder is to Transfer Shares shall execute and deliver to each
other Shareholder and the Company an agreement of adherence to this Agreement, in form and
substance reasonably satisfactory to the Company, indicating such transferee’s agreement to
be bound by the terms hereof in the same manner as the transferring Shareholder and shall
thereby become bound by the terms and conditions of this Agreement as a Party and a
Shareholder hereunder and be entitled to the same rights to the same extent and in the same
manner as the transferring Shareholder.
	 
	 	(b)	 	Any issue of Shares by the Company to a Person who is not already a Party and a
Shareholder shall require the prior adherence by such Person to the terms of this
Agreement. Such Person shall execute and deliver to each Shareholder and the Company an
agreement of adherence to this Agreement, in form and substance reasonably satisfactory to
the Company, and shall thereby become bound by the terms and conditions of this Agreement
as a Party and a Shareholder hereunder and be entitled to the same rights to the same
extent and in the same manner as a Shareholder.






	2.7	 	Exempt Transfers.




 









 



Page 16














	 	(a)	 	Notwithstanding anything to the contrary herein, the foregoing provisions of this
Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an
Affiliate provided, however, that any such Transfer shall be in accordance with each of the
following terms:






	 	(1)	 	such Shareholder shall provide written notice of such Transfer to each other
Shareholder;
	 
	 	(2)	 	the transferee to whom the Shareholder is to Transfer the Shares is a
Non-Competing Person and shall execute and deliver to each other Shareholder and
the Company an adherence agreement to this Agreement, in form and substance
reasonably satisfactory to the Company, indicating such transferee’s agreement to
be bound by the terms hereof and shall thereby become bound by the terms and
conditions of this Agreement as a Party and a Shareholder hereunder in the same
manner as the transferring Shareholder and be entitled to the same rights to the
same extent and in the same manner as the transferring Shareholder;
	 
	 	(3)	 	such Shareholder shall remain bound by its obligations under this Agreement;
and
	 
	 	(4)	 	if any such transferee Affiliate shall cease to be an Affiliate of such
Shareholder, any Shares held by such transferee shall be promptly retransferred to
such Shareholder or transferred to another of such Shareholder’s Affiliates.






	 	(b)	 	Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall
not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a
Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the CITIC
KaWah Facility.






	3.	 	PREEMPTION RIGHTS






	3.1	 	Preemption Rights. The Company hereby grants to each Shareholder the right to purchase a pro
rata portion (based on its Shareholding Percentage) of New Securities that the Company may, from
time to time propose to sell and issue.
	 
	3.2	 	Preemption Rights Procedure. The preemption rights granted under this Clause 3
shall be subject to the following provisions:






	 	(a)	 	In the event that the Company proposes to undertake an issuance of New Securities, it
shall give each Shareholder written notice of its intention, describing the type of New
Securities, the price, and the general terms upon which the Company proposes to issue the
same. Each Shareholder shall have thirty (30) days after receipt of such notice (the
“Preemption Cut-Off Date”) to agree to purchase up to its pro rata portion (based on its
Shareholding Percentage) of such New Securities at the price and upon the terms specified
in the notice by giving written notice to the Company and stating therein the quantity of
New Securities to be purchased. If a Shareholder fails to exercise




 









 



Page 17








	 	 	 	the right to purchase its full pro rata portion (based on its Shareholding
Percentage) of the New Securities, each of the other participating Shareholders may
exercise an additional right to purchase, on a pro rata basis (based on the
proportion its Shareholding Percentage bears to the aggregate Shareholding
Percentage of the participating Shareholders), the New Securities not previously
purchased.






	 	(b)	 	If some (but not all) of the Shareholders do not elect to purchase their pro rata
portion of such New Securities by the Preemption Cut-Off Date, each of the participating
Shareholders shall have the right, exercisable for a period of fifteen (15) days after the
Preemption Cut-Off Date (the last day of which shall be the “Extended Preemption Cut-Off
Date”), to purchase all or any portion of the New Securities not purchased by the
participating Shareholders pursuant to Clause 3.2(a) pro rata (based on the proportion its
Shareholding Percentage bears to the aggregate Shareholding Percentage of the other
participating Shareholders).
	 
	 	(c)	 	If none of the Shareholders have exercised their right to purchase the New Securities
by the end of the Preemption Cut-Off Date or the collective participating Shareholders have
not offered to purchase all of the New Securities by the end of the Extended Preemption
Cut-Off Date (such unpurchased New Securities, the “Remaining New Securities”), then the
Company may sell all (but not less than all) of the Remaining New Securities to a third
Person.
	 
	 	(d)	 	Regardless of whether the Shareholders exercise their preemption rights granted under
this Clause 3 by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (as
the case may be), the Company shall have sixty (60) days after the Extended Preemption
Cut-Off Date to sell (or enter into an agreement pursuant to which the sale of New
Securities covered thereby shall be closed, if at all, within sixty (60) days from the date
of said agreement) the New Securities at a price and upon terms no more favourable to the
purchasers thereof than specified in the Company’s notice to the Shareholders, provided
that such purchaser(s) shall execute and deliver to each other Shareholder and the Company
an instrument of ratification and accession to this Agreement, in form and substance
satisfactory to the Shareholders, indicating such purchaser’s agreement to be bound by the
terms hereof and shall thereby become bound by the terms and conditions of this Agreement.
In the event the Company has not sold the New
Securities within such 60-day period (or sold and issued New Securities in accordance with
the foregoing within sixty (60) days from the date of such agreement) the Company shall not
thereunder issue or sell any New Securities without first offering such New Securities to
the Shareholders in the manner provided above. The completion of the sale of New
Securities to the participating Shareholders and other purchasers shall occur
simultaneously.
	 
	 	(e)	 	The preemption rights granted under this Clause 3 shall expire immediately upon the
occurrence of a Qualified IPO or a Trade Sale.






	4.	 	[Intentionally left blank.]




 









 



Page 18














	5.	 	COVENANTS






	5.1	 	Information Rights. The Company shall furnish to each Shareholder having, when aggregated with
the Shareholding Percentages of its Affiliates, a Minimum Shareholding Percentage, provided,
however, that so long as Sino Link holds Shares of the Company, the Company shall also furnish to
Sino Link:






	 	(a)	 	monthly Management Accounts (where available) and quarterly operations reports within
thirty (30) days of the end of each quarterly period, each prepared in a manner consistent
with the manner in which such accounts and reports were prepared prior to the date thereof;
	 
	 	(b)	 	annual audited financial reports (including the notes, reports, statements and other
documents which are required by law or applicable accounting standards to be, or are
otherwise, annexed to the same) of the Company and of each of the Company’s Subsidiaries,
and any revisions and/or supplements to the same, within one hundred and twenty (120) days
of the end of each financial year, prepared in a manner consistent with the manner in which
such reports were prepared prior to the date thereof;
	 
	 	(c)	 	annual budgets (including the notes, reports, statements and other documents which are
annexed to the same) of the Company and of each of the Company’s Subsidiaries, and any
updates, revisions and/or supplements to the same, within thirty (30) days after
finalization of the annual budget prepared in the ordinary course of business and in a
manner consistent with the manner in which the JMC Budgets were prepared prior to the date
thereof; and
	 
	 	(d)	 	any other information required to be furnished to shareholders of an exempted company
under the laws of the Cayman Islands.






	5.2.	 	Access to Company Records. The Company shall furnish to each Shareholder having, when
aggregated with the Shareholding Percentages of its Affiliates, a Minimum Shareholding Percentage
with reasonable visitation and inspection rights to any of the properties of the Company and its
Subsidiaries, including the books of account, and the right to discuss the Company’s and its
Subsidiaries’ business affairs, finances and accounts with the Company’s and its Subsidiaries’
officers or directors, at such times as such Shareholder may reasonably request.






	5.3	 	Employee Share Option Scheme. The Company shall adopt an employee incentive scheme pursuant to
which the Company may issue Shares or options for Shares constituting up to 5% of the share capital
of the Company as of the date hereof pursuant to a plan approved by the Board (“Company Employee
Share Option Scheme”), provided that such issuance of Shares or options for Shares shall not result
in any one person receiving such Shares holding an aggregate Shareholding Percentage exceeding 2%.
	 
	5.4	 	Offshore Payments. The Company and MIE shall ensure that all revenues relating to the Daan
Production Sharing Contract is paid in US$ into a bank account established outside of the PRC (an
“Offshore Bank Account”) in the name of MIE, but only to the extent required by the CITIC KaWah
Facility or to the extent that such remittance to




 









 



Page 19








	 	 	an Offshore Bank Account is commercially reasonable for the operation of MIE’s business.
Subject to the required approvals being obtained, which approvals the Company and MIE shall
use their commercially reasonable endeavours to obtain as soon as reasonably practicable in
accordance with the CITIC KaWah Facility, the Company and MIE shall further ensure that all
revenues relating to all other Production Sharing Contracts to which any member of the MIE
Group is or may in the future be a party is paid in US$ into an Offshore Bank Account in
the name of the relevant member of MIE Group, but only to the extent required by the CITIC
KaWah Facility or to the extent that such remittance to an Offshore Bank Account is
commercially reasonable for the operation of the relevant member of MIE Group.






	5.5	 	General Covenants. Each of the Company and MIE shall use their commercially reasonable
endeavours to carry out the following matters within six (6) months of the date of the completion
under the TPG SPA:






	 	(a)	 	following completion of the amendment to the MIE Business License pursuant to (a)(i)
above, apply to Beijing SAFE to change the description of business scope and operation term
recorded on MIE’s foreign exchange registration certificate to be consistent with the MIE
Business License;
	 
	 	(b)	 	register in the PRC trademarks and other intellectual property rights of MIE;
	 
	 	(c)	 	enter into appropriate employment contracts with all senior employees of MIE to the
standard required to satisfy requirements for a listing on a Recognised Stock Exchange;
	 
	 	(d)	 	cause the FEEL Shareholders to file the details of the Debt Settlement Transactions and
the related capital change in MIE Group with, and to the extent practicable or
permissible, obtain all necessary registrations related thereto from, Jilin SAFE; and
	 
	 	(e)	 	adopt and establish internal and management controls of the Company and MIE to the
standard required to satisfy requirements for a Qualified IPO.






	5.6	 	Termination of Rights. The rights granted under Clauses 5.1 and 5.2 shall expire immediately
upon the occurrence of a Qualified IPO or a Trade Sale.






	6.	 	BOARD OF DIRECTORS
	 
	6.1	 	Number of Directors. The number of Directors holding office at any one time shall be five (5),
unless otherwise agreed by all of the Shareholders.
	 
	6.2	 	Board Composition. So long as the Company is not listed on any stock exchange, the Board shall
be comprised of members nominated by the Shareholders whereby the number of nominated Directors by
each Shareholder shall be as nearly as practicable in proportion to such Shareholder’s Shareholding
Percentage (for which purposes a Shareholder may aggregate the Shareholding Percentages of some or
all of its Affiliates provided those Affiliates do not also exercise their nomination rights)
provided that any Director nominated by a Shareholder shall have acceptable qualifications to serve
on the Board, and provided further that:




 









 



Page 20














	 	(a)	 	so long as TPG and its Affiliates shall have an aggregate Shareholding Percentage
of at least five percent (5%), at least one (1) Director will be nominated by TPG (the “TPG
Director” ) ; and
	 
	 	(b)	 	Four (4) Directors will be nominated by FEEL (the “FEEL Directors”),
so long as FEEL or its Affiliates shall remain a Shareholder;






provided, however, that FEEL
shall always be entitled to nominate a majority of the Directors so long as FEEL and its
Affiliates holds a majority of the Shareholding Percentage of the Company.




	6.3	 	Appointment of Directors. In the event of the appointment of a Director nominated in
accordance with Clause 6.2, the Shareholders shall vote their Shares to cause the appointment to
the Board of the Director so designated for appointment by the appropriate Shareholder.
	 
	6.4	 	Removal of Directors. A Director may be removed and replaced at any time by the Shareholder
that has nominated such Director in accordance with the provisions of the Companies Law. If a
Director becomes disqualified under applicable law, his position of Director shall be vacated and
the Shareholder that nominated such Director shall nominate a new Director in accordance with
Clause 6.2 and the Shareholders shall vote their Shares to cause the election to the Board of any
such new Director.
	 
	6.5	 	Method of Nomination and Removal. Nominations and removals of Directors shall be by written
memorandum signed by the relevant Shareholder(s) and shall be effective from the time stated in the
memorandum or, if no time is stated, from the time when the memorandum is lodged at the Company’s
registered office.
	 
	6.6	 	Alternate Directors. A Director may at any time appoint another Person (including another
Director) to be his alternate and attend and vote at any meeting of the Board at which the
appointing Director is absent. Any such appointment shall be in writing (by letter or facsimile)
and shall be in effect until terminated by the appointing Director, whether in such writing or a
subsequent writing or until the Director ceases to be a director whichever is earlier.
	 
	6.7	 	Obligations Toward Directors. The Company shall:






	 	(a)	 	enter into a customary indemnification agreement with each of its Directors and
officers;
	 
	 	(b)	 	obtain directors and officers liability insurance in an amount and
on terms approved by the Board and by TPG; and
	 
	 	(c)	 	reimburse the Directors for all
reasonable out-of-pocket expenses, including travel expenses, incurred by the Directors in
connection with attending meetings of the Board.






	6.8	 	Chairman. The Chairman of the Board (the “Chairman”) shall be one of the FEEL Directors. The
Chairman shall chair all meetings of the Board; provided, however, that if the Chairman is absent
from any such meeting, one of the other FEEL Directors shall chair such meeting.




 









 



Page 21














	6.9	 	Frequency of meetings; Notice. Except as otherwise provided in this Agreement, the Board shall
hold a regular meeting at least once each calendar quarter at a location the Board shall determine.
The date, time and location of any such regular meeting shall be established by the Board and
notified to each Director in writing at least fourteen (14) days in advance. Special meetings of
the Board shall be held upon the request of the Chairman or any Director upon at least five (5)
Business Days’ written notice (containing the agenda, date, time and place of the meeting) to the
Directors and shall be held at such time and place designated in such notice, provided, however,
that if any Reserved Matter is to be voted on in any meeting of the Board, the notice for such
meeting shall specify such Reserved Matter separately from other matters.
	 
	6.10	 	Quorum. The quorum for any meeting of the Board shall be a majority of the Directors,
consisting of at least two (2) FEEL Directors and, if any, the TPG Director, each Director present
personally or by his alternate. If within half an hour of the time appointed for the meeting no
quorum is present, the meeting shall be adjourned to the same day one (1) week later at the same
time and place or to such other day or time as the Chairman may designate upon at least five (5)
days’ written notice to all of the Directors (the “Adjourned Meeting”). If at the Adjourned
Meeting no quorum is present within half an hour from the time appointed for the meeting, any two
(2) Directors present at such meeting shall constitute a quorum; provided, however, that no action
or decision shall be taken on any matter not specified in the agenda of the meeting when it was
first called.
	 
	6.11	 	Conference Meetings. Meetings of the Directors held by means of a telephone conference which
enables all persons participating in the meeting to hear each other at the same time and to
communicate with each other shall be valid as if they were attended by all Directors in person.
Such participation by any Director shall constitute presence in person at the meeting by such
Director. All meetings of the Directors shall enable Directors to participate by means of
telephone conference.
	 
	6.12	 	Board Approvals.






	 	(a)	 	Except as otherwise provided in, or delegated in accordance with, this Agreement or the
Restated Articles or required by applicable law, all matters requiring the approval of the
Board shall be subject to the approval of a majority of the Directors present and voting at
a duly convened meeting.
	 
	 	(b)	 	Any Reserved Matter shall, in addition to the approval of the
shareholders of the Company as set forth in Clause 7.4, be subject to the approval of a
majority of the Directors present and voting at a duly convened meeting at which the TPG
Director shall not have voted against such matter, provided, however, that, unless the TPG
Director agrees, no such Reserved Matter may be proposed at any such meeting unless the
notice for such meeting provided pursuant to Clause 6.9 contains reasonably sufficient
details regarding such Reserved Matter; provided further, that the TPG Director shall not
unreasonably vote against any matter falling under clause (x) of Schedule 1 if the purpose
for incurring the additional Indebtedness is for the development of additional oilfields
and other related businesses of the Company or any Material Subsidiary. In the event that
the Board cannot reach a resolution of any Reserved Matter within thirty (30) days of the
calling of the initial meeting for such matter, the Company and the Shareholders shall
reasonably






 











 





Page 22





	 	 	 	cooperate and use reasonable best efforts to work towards a mutually agreeable
resolution.
	 
	 	(c)	 	Notwithstanding anything in this Agreement to the contrary, all matters relating to the
Qualified IPO will be subject to Board approval pursuant to Clause 6.12(a) and not be
considered a Reserved Matter subject to consent pursuant to Clause 6.12(b), except for the
matter as set forth in clause (xx) of Schedule 1 which shall be considered a Reserved
Matter subject to consent pursuant to Clause 6.12(b).
	 
	 	(d)	 	Each Director shall have one (1) vote and no Director shall have a casting vote.
	 
	 	(e)	 	
The Company shall cause its Subsidiaries not to act with respect to Reserved Matters except
in accordance with Clause 6.12(b).






	6.13	 	Written Resolution. The Board may take action by written resolution signed and approved by
all of the Directors in lieu of holding a meeting. Such written resolution may be signed in
counterparts.
	 
	6.14	 	Board Information. The Board shall distribute (a) the minutes of any meetings of the Joint
Management Committee under each of the Production Sharing Contracts to each of the Directors and
(b) the technical reports received by the Company from time to time, including but not limited to,
reserves updates.
	 
	6.15	 	Business Opportunity. TPG shall have the right to, and shall have no duty not to, engage in
the same or similar business activities or lines of business as the Company or MIE, including those
deemed to be competing with the Company or MIE, and in the event that TPG (or any of its Affiliates
or appointed Directors) acquires knowledge of a potential transaction or matter that may be a
corporate opportunity for the Company, TPG (and its Affiliates and appointed Directors) shall have
no duty (contractual or otherwise) to communicate or present such corporate opportunity to the
Company and shall not be liable for breach of any duty (contractual or otherwise) by reason of the
fact that TPG (or any of its Affiliates) directly or indirectly pursues or acquires such
opportunity for itself, directs such opportunity to another Person, or does not present such
opportunity to the Company. Notwithstanding the foregoing, to the extent that TPG acquires
knowledge of a potential transaction or matter that is likely to be a corporate opportunity for the
Company solely as a result of an employee or agent of TPG (or any of its Affiliates) attending
board meetings of the Company in his or her capacity as a director of the Company, then TPG will
not pursue such opportunity for itself, or direct such opportunity to another Person, unless the
Company has declined to pursue such opportunity or fails to actively pursue such opportunity within
fifteen (15) days after it is notified by TPG about its interest in the opportunity.
	 
	7.	 	MEETINGS OF SHAREHOLDERS
	 
	7.1	 	General Meeting. A General Meeting of the shareholders of the Company (the “Annual General
Meeting”) shall be held once in every calendar year and not later than fifteen (15) months after
the holding of the last preceding Annual General Meeting.




 









 











Page 23





	7.2	 	Extraordinary Meetings. Extraordinary meetings of the shareholders of the Company shall be
held upon the request of the Chairman, the TPG Director or any two Directors (or as otherwise
required pursuant to the provisions of the Companies Law) upon at least fourteen (14) days written
notice (containing the agenda, date, time and place of the meeting) to all shareholders of the
Company and shall be held at such time and place designated in such notice, with attendance in
person or by telephone or by proxy or corporate representative; provided, however, that, subject to
applicable law, such fourteen (14) day notice requirement may be waived by shareholders of the
Company having an aggregate Voting Percentage of not less than ninety percent (90%) in a particular
case. Any notice period referred to above shall exclude both the day on which the notice is served
or deemed to be served and the day for which the notice is given.
	 
	7.3	 	Quorum. The quorum for any meeting of the shareholders of the Company shall be shareholders of
the Company whose aggregate Voting Percentage is not less than sixty-six and two-thirds percent (662/3%) present personally or by duly appointed proxy, attorney or representative, provided, however,
that for the Shareholders Meeting to be validly convened, TPG shall be present or represented . If
within half an hour of the time appointed for the meeting no quorum is present, the meeting shall
be adjourned to the same day one (1) week later at the same time and place or to such other day or
time as the Chairman may designate upon at least five (5) days’ written notice to all of the
shareholders of the Company. If at the adjourned meeting no quorum is present within half an hour
from the time appointed for the meeting, shareholders of the Company whose Voting Percentage is not
less than sixty-six and two-thirds percent (662/3%) present or represented at such meeting shall
constitute a quorum; provided, however, that no action or decision shall be taken on any matter not
specified in the agenda of the meeting when it was first called.
	 
	7.4	 	Shareholder Approval.






	 	(a)	 	Except as required by applicable law, any action by the shareholders of the Company at
any General Meeting or extraordinary meeting shall require the approval of shareholders of
the Company having an aggregate Voting Percentage of more than fifty percent (50%) present
and voting at a validly held meeting, and all special resolutions by the shareholders of
the Company shall require the approval of shareholders of the Company having an aggregate
Voting Percentage of more than sixty-six and two-thirds percent (662/3%) present and voting
at a validly held meeting; provided, however, that a special resolution for the approval of
any Reserved Matter at a duly convened meeting shall also require that any Shares held and
represented at the requisite meeting by TPG be voted in favor of such matter or abstained,
for so long as there is a TPG Director.
	 
	 	(b)	 	In the event that a resolution of the shareholders at a meeting is required pursuant to
applicable law in respect of any Reserved Matter, no resolution shall be put forth at any
meeting of the shareholders and no written resolution of shareholders shall be passed in
respect thereof unless such matter has been approved by the Board in accordance with Clause
6.12(b).






	7.5	 	Written Resolution. Except as otherwise required by applicable law, a resolution in writing
(circulated to all the shareholders of the Company) approved and signed by all




 









 











Page 24





	 	 	the shareholders of the Company shall be valid and effectual as if it had been a resolution
passed at a meeting of the shareholders of the Company duly convened and held.
	 
	7.6	 	Chairman. The Chairman of the Board for the time being shall also preside as chairman at any
General Meeting. If the Chairman of the Board is absent at any General Meeting, a Director shall
act as the chairman.






	8.	 	DIVIDENDS




Subject always to the provisions in Clauses 6 and 7:





	8.1	 	The Preferred Shares shall accrue dividends as determined by the Board.
	 
	8.2	 	Notwithstanding Clause 8.1 above, the Preferred Shares shall be entitled to participate pro
rata in any dividends paid on the Ordinary Shares on an as-if-converted basis, in which case, the
Preferred Shares shall confer upon the holders thereof the right, in priority to any rights of the
holders of any other class of Shares (including the Ordinary Shares), to receive such dividends;
provided however, during the period commencing on the Shareholding Effective Date and ending on the
earlier of (i) the date of the closing of the Qualified IPO or (ii) the date of the one year
anniversary of the Shareholding Effective Date, if the holders of the Series A Preferred Shares,
voting as a class, elect (at their sole and absolute discretion) not to receive such dividends,
then all holders of the Preferred Shares shall also not be entitled to participate pro rata in any
dividends paid by the Company.
	 
	9.	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 
	9.1	 	Announcements. No announcement, press release or circular in connection with the existence or
the subject matter of this Agreement shall be made or issued by or on behalf of any Party without
prior consultation with the other Parties. This shall not affect any announcement, press release or
circular required by law or any regulatory body or the rules of any 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.
	 
	9.2	 	Confidentiality. Subject to Clause 9.3, each Party shall treat as confidential and not disclose
or use any information received or obtained as a result of entering into this Agreement (or any
agreement entered into pursuant to this Agreement) which relates to the provisions of this
Agreement and any agreement entered into pursuant to this Agreement or the existence and
negotiations relating to this Agreement (and such other agreements).
	 
	9.3	 	Exceptions to Confidentiality. Clause 9.2 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 stock exchange;




 









 











Page 25





	 	(b)	 	the disclosure or use is required for the purpose of any judicial or regulatory
proceedings arising out of this Agreement or any other agreement entered into under or
pursuant to this Agreement 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 (i) the Company’s Directors, officers, employees, legal
counsel, advisors and existing lenders, (ii) any of the Shareholders and any of the
Shareholders’ respective shareholders, partners, directors, legal counsel and advisors, or
(iii) a bona fide prospective purchaser of Shares, on terms that such Persons undertake to
comply with the provisions of Clause 9.2 in respect of such information as if they were a
party to this Agreement;
	 
	 	(d)	 	the information becomes publicly available (other than by breach of this Agreement);
	 
	 	(e)	 	the other Parties have given prior written approval to the disclosure or use; or
	 
	 	(f)	 	the disclosure is made to MIE’s lenders under the CITIC KaWah Facility.






	10.	 	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 TPG, to

	 	:
	 	TPG Star Energy Ltd.
	 

	 	 	 	301 Commerce Street, Suite 3300
	 

	 	 	 	Fort Worth, Texas 76102
	 

	 	 	 	Fax: (817) 871-4001
	 

	 	 	 	Attention: Mr. Clive D. Bode
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	TPG Growth Capital (Asia) Limited
	 

	 	 	 	57th Floor, Two International Finance Centre
	 

	 	 	 	8 Finance Street, Central, Hong Kong
	 

	 	 	 	Fax: (852) 3515-8999
	 

	 	 	 	Attention: Mr. Stephen Law
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 

	 	 	 	Cleary Gottlieb Steen & Hamilton LLP
	 

	 	 	 	Bank of China Tower
	 

	 	 	 	One Garden Road, Hong Kong






 









 






Page 26




	 	 	 	 	 
	 

	 	 	 	Fax: (852) 2160-1008
	 

	 	 	 	Attention: Mr. Sang Jin Han
	 
	 	 	 	 
	if to Sino Link, to

	 	:
	 	c/o 14/F, Capital Mansion
	 

	 	 	 	6 Xinyuan Nanlu
	 

	 	 	 	Chaoyang District, Beijing 100004
	 

	 	 	 	PRC
	 

	 	 	 	Fax: (8610) 8486 1690
	 

	 	 	 	Attention: Mr. Lu Chunqing
	 
	 	 	 	 
	If to Harmony

	 	:
	 	Suites 7003-7005, 70th Fl Two International
	 

	 	 	 	Finance Centre
	 

	 	 	 	8 Finance St, Central
	 

	 	 	 	Hong Kong

Fax: (852) 2110 9677
	 

	 	 	 	Attn: Mr. Fan Lei
	 
	 	 	 	 
	if to FEEL, to

	 	:
	 	Far East Energy Limited
	 

	 	 	 	Suite 406, Block C Grand Place
	 

	 	 	 	5 Hui Zhong Road
	 

	 	 	 	Chaoyang District, Beijing 100101
	 

	 	 	 	PRC
	 

	 	 	 	Facsimile: (8610) 5123 8866
	 

	 	 	 	Attention: Mr. Zhang Ruilin
	 
	 	 	 	 
	if to MIE, to

	 	:
	 	MI Energy Corporation
	 

	 	 	 	Suite 406, Block C Grand Place
	 

	 	 	 	5 Hui Zhong Road
	 

	 	 	 	Chaoyang District, Beijing 100101
	 

	 	 	 	PRC
	 

	 	 	 	Facsimile: (8610) 5123 8866
	 

	 	 	 	Attention: Mr. Forrest Dietrich
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	White & Case LLP
	 

	 	 	 	19th Floor, Tower 1 of China Central Place
	 

	 	 	 	81# Jianguo Lu, Chaoyang District,
	 

	 	 	 	Beijing 100025, China
	 

	 	 	 	Facsimile: (8610) 5969 5760
	 

	 	 	 	Attention: Mr. Li Xiaoming / Ms. Vivian Tsoi
	 
	 	 	 	 
	if to the Company, to

	 	:
	 	MIE Holdings Corporation
	 

	 	 	 	Suite 406, Block C Grand Place
	 

	 	 	 	5 Hui Zhong Road
	 

	 	 	 	Chaoyang District, Beijing 100101
	 

	 	 	 	PRC
	 

	 	 	 	Facsimile: (8610) 5123 8866
	 

	 	 	 	Attention: Mr. Zhang Ruilin






 









 






Page 27




	 	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	White & Case LLP
	 

	 	 	 	19th Floor, Tower 1 of China Central Place
	 

	 	 	 	81# Jianguo Lu, Chaoyang District, Beijing
	 

	 	 	 	100025, China
	 

	 	 	 	Facsimile: (8610) 5969 5760
	 

	 	 	 	Attention: Mr. Li Xiaoming / Ms. Vivian Tsoi







	11.	 	GOVERNING LAW AND PRIORITY
	 
	11.1	 	Governing Law and Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of laws principles.
	 
	11.2	 	Priority. The Parties hereby agree that in the event of any conflict, discrepancy or
inconsistency between the Restated Articles and this Agreement, the terms hereof shall prevail for
all purposes of this Agreement. In the event of any such conflict, discrepancy or inconsistency,
the Parties agree, to the extent permitted by applicable law, to amend the Restated Articles to
reflect the terms of this Agreement. Nothing contained in this Agreement shall be deemed to
constitute an amendment of the Restated Articles.
	 
	12.	 	TERMINATION OF AGREEMENT
	 
	12.1	 	Termination. This Agreement shall terminate:






	 	(i)	 	upon the written agreement of the Parties;
	 
	 	(ii)	 	upon the liquidation of
the Company;
	 
	 	(iii)	 	upon the consummation of a Qualified IPO;
	 
	 	(iv)	 	upon a Trade Sale; or
	 
	 	(v)	 	with respect to any Shareholder, if such Shareholder and its Affiliates no longer own
any Shares;






	 	 	provided, however, that Clauses 9, 11, 12 and 13 shall survive any termination
hereof.






	12.2	 	Effect of Termination. Upon termination of this Agreement as provided in Clause
12.1, the rights and privileges granted to and the obligations imposed upon each of the
Shareholders in this Agreement shall immediately terminate;
provided, however, except as
otherwise agreed by the relevant Parties, no termination of this Agreement shall release
any Party from any liability to any other Party which at the time of such termination has
already accrued, nor affect in any way the survival of any right, duty or obligation of any
Party which is expressly stated elsewhere in this Agreement to survive the termination
hereof.




 









 











Page 28





	13.	 	ARBITRATION
	 
	13.1	 	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.
	 
	13.2	 	Arbitration Procedure.






	 	(a)	 	Failing an amicable settlement thereof within the 30-day period specified in Clause
13.1, 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 UNCITRAL Arbitration Rules (the “UNCITRAL
Rules”) in accordance with the Hong Kong International
Arbitration Center (“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 proceedings 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 judgment thereon in Hong Kong or elsewhere.
All costs of arbitration (including, without limitation, those incurred in the appointment
of the arbitrator) shall be apportioned in the arbitral award.






	13.3	 	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 and 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.
	 
	13.4	 	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.
	 
	13.5	 	Survival. The provisions contained in this Clause 13 shall survive the termination or
expiration of this Agreement.




 









 











Page 29





	14.	 	CERTAIN ADDITIONAL COVENANTS OF THE PARTIES
	 
	14.1	 	Initial Public Offering. Each of the Parties shall use commercially reasonable efforts to
facilitate a Qualified IPO within twenty-four (24) months of the completion under the TPG SPA (the
“TPG Completion”). The Company shall use its commercially reasonable endeavours (including
providing all information necessary and appropriate) to obtain, if such Qualified IPO is on the
Hong Kong Stock Exchange and if feasible, private rulings from the Hong Kong Stock Exchange that:






	 	(a)	 	MIE’s current Production Sharing Contracts will be sufficient to demonstrate the right to use
the land constituting the oilfields without PetroChina’s land use rights certificates for listing
of the shares of the Company on the Hong Kong Stock Exchange; and
	 
	 	(b)	 	FEEL’s current shareholding
arrangements will be sufficient to comply with the continuity of ownership requirements for listing
of the shares of the Company on the Hong Kong Stock Exchange.






	14.2	 	Market Stand-Off Agreement. Each Shareholder shall agree to customary market stand-off or
lock-up restrictions upon a Qualified IPO as may be required by applicable rules, laws or
regulations.
	 
	14.3	 	FEEL Shareholding. At any time from and after the TPG Completion, FEEL and its Affiliates
shall maintain a Shareholding Percentage of more than fifty percent (50%) until the date falling on
the earlier of (a) the expiration date of the lock-up period applicable to TPG following the
Qualified IPO, (b) the date upon which TPG’s shareholding in the Company falls below the Minimum
Shareholding Percentage and (c) the date falling sixty (60) months from the TPG Completion (such
earlier date, the “Required Shareholding Ownership Expiration Date”). During the period from the
TPG Completion until Required Shareholding Ownership Expiration Date, the Shares held by FEEL and
its Affiliates will be free and clear of any and all Encumbrances, other than any share charge as
contemplated by the TPG SPA or the CITIC KaWah Facility.
	 
	14.4	 	MIE Shareholding. At any time from and after the TPG Completion, FEEL shall cause the Company
to, and the Company shall, legally and beneficially own all the issued and outstanding shares of
MIE until the date falling on the Required Shareholding Ownership Expiration Date. During the
period from the TPG
Completion until the Required Shareholding Ownership Expiration Date, all the issued and
outstanding shares of MIE will be free and clear of any and all Encumbrances, other than
any share charge as contemplated by the CITIC KaWah Facility.
	 
	14.5	 	Consultation Rights. At least five (5) Business Days prior to the making of any decisions in
relation to (a) the appointment or removal of any directors of any member of the MIE Group or
increase of the remuneration of any of the same or (b) the recruitment, election, dismissal or
change of the remuneration or conditions of any of the following employees of any member of the MIE
Group: Zhang Ruilin, Zhao Jiangwei, the chief executive officer, the chief financial officer, the
chief operating officer, the president, any senior vice presidents or any other persons serving
similar




 









 











Page 30





	 	 	positions as listed herein, the Company shall consult with TPG prior to making such
decision.
	 
	14.6	 	Compliance with Laws. The Company shall comply with all applicable laws that are or may be
applicable to the Company’s business (including laws with respect to the environment, occupational
health and safety, international sanctions and business practices). The Company shall implement
international best practices for governance and internal controls. The Company shall not conduct
or enter into a contract to conduct any transaction with the governments or any of sub-division
thereof, agents or representatives, residents of, or any entity based or resident in the countries
that are currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”); and neither the Company nor MIE has financed the
activities of any Person currently subject to any U.S. sanctions administered by OFAC.
	 
	14.7	 	Further Assurances. The Shareholders shall promptly and duly execute and deliver such
documents and take, and cause the Company to take, such further action as may be required or
reasonably desirable in order to carry out effectively and accomplish the intent and purpose of
this Agreement and to establish and protect the rights and remedies created or intended to be
created under this Agreement.
	 
	14.8	 	Nominees. Each Shareholder shall procure that each of its nominees, including Directors
nominated by it, shall perform its duties in accordance with the terms and provisions of this
Agreement to the fullest extent permitted by applicable law.
	 
	14.9	 	Consents and Approvals for Share Transfers. If the Transfer of any Shares by any Shareholder
in accordance with this Agreement requires any consent, authorization, approval and permit from, or
the making of any filing or notice to, any other Person or governmental, quasi-governmental and
regulatory body, agency and authority necessary and appropriate to permit such Transfer under
applicable law, the Shareholders shall use reasonable best efforts to cause the Company and its
Subsidiaries to procure and receive prior to such Transfer, such consent, authorization, approval
or permit or makes such filing or notice.
	 
	15.	 	MISCELLANEOUS
	 
	15.1	 	Transfers, Successors and Assigns. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective successors and permitted assigns of the Parties
(provided that as long as TPG shall be a shareholder, TPG shall have the right to assign its rights
under Clause 5 and Clause 6 to TPG Star, L.P.).
Nothing in this Agreement, express or implied, is intended to confer upon any Party other
than the Parties or their respective successors and permitted assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
	 
	15.2	 	Ownership. Each Shareholder represents and warrants that such Shareholder is the
sole legal and beneficial owner of the Shares subject to this Agreement and that no other Person
has any interest in such Shares (other than a community property interest as to which the holder
thereof has acknowledged and agreed in writing to the restrictions and obligations hereunder).




 









 











Page 31





	15.3	 	Further Assurances. Each Party undertakes to and with each other Party to do all things
reasonably within its power which are necessary or reasonably desirable to give full effect to the
spirit and intent of this Agreement.
	 
	15.4	 	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.
	 
	15.5	 	No Joint Venture or Partnership. Nothing in this Agreement shall constitute or be deemed to
constitute a joint venture or a partnership between any of the Parties and none of them shall have
any authority to bind the others in any way.
	 
	15.6	 	No Waiver. The failure of a Shareholder at any time to require observance or performance by
any other Shareholder of any of the provisions of this Agreement shall in no way affect the
Shareholder’s right to require such observance or performance at any time thereafter, nor shall the
waiver by any Shareholder 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.
	 
	15.7	 	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 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.
	 
	15.8	 	Counterparts. This Agreement may be signed in any number of counterparts, each of which is an
original and all of which, taken together, constitutes 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, constitutes one and the same
instrument.
	 
	15.9	 	Effecting the Intentions of the Parties under this Agreement. Each Shareholder agrees to
exercise its voting rights in the Company to effect the intentions, agreements and purposes
specified herein. Each Shareholder agrees that if as a result of any applicable law the intentions
of the Parties expressed in this Agreement shall not be effected, it will take all reasonable steps
necessary to give effect to such intentions.
	 
	15.10	 	Entire Agreement. The Transaction Agreements contain the entire understanding and agreement
between the Parties with respect to the subject matter hereof and
supersede and cancel all prior oral and written agreements or representations, if any, among the
Parties or any of them relating to the subject matter thereof.
	 
	15.11	 	Share Splits, Share Dividends, etc. In the event of any issuance of the Company’s voting
securities hereafter to any of the Shareholders (including, without limitation, in connection with
any share split, share dividend, recapitalization, reorganization, or the like), such securities
shall become subject to this Agreement and shall be endorsed with the legend set forth in Clause
2.4.




 









 











Page 32





	15.12	 	Costs and Attorneys’ Fees. Each Party shall pay its own expenses in connection with the
transactions contemplated by this Agreement.
	 
	15.13	 	No Liability for Election of Directors. Neither the Company or any of the Shareholders, nor
any officer, director, shareholder, partner, employee or agent of any such Party, makes any
representation or warranty as to the fitness or competence of the member of the Board designated by
any Party hereunder to serve on the Board by virtue of such Party’s execution of this Agreement or
by the act of such Party in voting for such designee pursuant to this Agreement.
	 
	15.14	 	Obligations of Investors Several. The obligations of the Investors under this Agreement are
several and no Investor shall be liable for the default of another Investor.





[Signature Page Follows]




 









 








IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date and year written above.



	 	 	 	 	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	/s/ Ruilin  Zhang
 	 	 
	 	Name:  	Ruilin  Zhang      	 	 
	 	Title:  	Director 	 	 
	 



	 	 	 	 	 
	MI ENERGY CORPORATION

 	 	 
	By:  	/s/ Ruilin  Zhang
 	 	 
	 	Name:  	Ruilin  Zhang      	 	 
	 	Title:  	Director 	 	 
	 



	 	 	 	 	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	TPG STAR ENERGY CO-INVEST LLC

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	SINO LINK LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




 











 




IN WITNESS
WHEREOF the Parties have duly executed this Agreement as of the data and year
written above.




	 	 	 	 	 
	MIE HOLDING CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MI ENERGY CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	/s/ Clive D. Bode
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	TPG STAR ENERGY CO-INVEST LLC

 	 	 
	By:  	/s/ Clive D. Bode
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	SINO LINK LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 



 









 




	 	 	 	 	 


IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the data and year written above.



	 	 	 	 	 
	MIE HOLDING CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MI ENERGY CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	TPG STAR ENERGY CO-INVEST LLC

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	For and on behalf of 
SINO LINK LIMITED

 	 	 
	By:  	/s/
 	 	 
	 	Name:  	Authorised Signature(s) 	 	 
	 	Title:  	 	 	 
	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	/s/
Ruilin Zhang
 	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title:  	Director 	 	 
	 
	HARMONY ENERGY LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	  	 	 	 
	 	  	 	 	 
	 	Title:  	 	 	 
	 
	HARMONY ENERGY LIMITED

 	 	 
	By:  	/s/ Che Fung
 	 	 
	 	Name:  	Che Fung 	 	 
	 	Title:  	Director 	 	 
	 




 











 





Page 35




SCHEDULE 1




MATTERS REQUIRING SPECIAL APPROVAL OF THE BOARD




	(i)	 	Any Trade Sale, merger, consolidation, reorganization or acquisition, or any other
transaction that would constitute a change of control, of the Company or any Material
Subsidiary;
	 
	(ii)	 	Any sale of all or substantially all of the business of the Company or any Material Subsidiary;
	 
	(iii)	 	Any material change in the scope of business of the Company or MIE;
	 
	(iv)	 	The creation, grant or issuance of any New Securities by the Company or of any shares or
rights to subscribe for, or options, warrants or other securities convertible into or exercisable
or exchangeable for, equity securities of any member of the MIE
Group (other than any creation, grant or issuance of a new series of preferred shares of
the Company (the “New Preferred Shares”); provided that, (a) the New Preferred Shares shall
only be issued to a third party investor (other than FEEL or any of its Affiliate) which is
a leading reputable international institutional investor, (b) the aggregate principal
amount, face amount or liquidation preference amount of the New Preferred Shares shall not
exceed US$20,000,000 at any time outstanding, (c) the per share subscription price of the
New Preferred Shares shall be equal to or higher than the Per Share Subscription Price (as
defined in the TPG SPA), and (d) the terms and conditions of, or rights relating to, the
New Preferred Shares (whether pursuant to the Restated Articles, contractual or otherwise)
are not more favorable than those applicable to the Series A Preferred Shares taking into
consideration the percentage of shareholding represented by the New Preferred Shares.
	 
	(v)	 	Any redemption or repurchase by the Company of any equity securities of the Company, other than
a redemption of the Put Shares (as defined in the TPG SPA) or a redemption of any Shares held by
Sino Link pursuant to the put option granted to Sino Link under the Sino Link SPA;
	 
	(vi)	 	Change in
any rights attaching to any securities issued by the Company or granting of any right to the
holders of any securities issued by the Company if (a) the holder(s) of such rights is FEEL or any
of its Affiliates or (b) such rights are superior to the rights of the holders of the Series A
Preferred Shares;
	 
	(vii)	 	Any declaration, setting aside or payment of any dividend or other
distribution in respect of the Shares, except for the deemed dividend distribution referred to in
Clause 5.1(a)(xiv) of the TPG SPA and any additional deemed dividend distribution (which shall not
involve any cash distribution) in connection with any additional equity investment by one or more
third parties in the Company in an aggregate amount not to exceed US$12,000,000 for the sole
purpose of forgiving or writing off the MIE Loan (as defined in the TPG SPA);
	 
	(viii)	 	Any repayment
by MIE of any loan from a direct or indirect Shareholder;




 









 











Page 36





	(ix)	 	Incurrence of annual expenses by the MIE Group for an individual item or directly related
group of items, or any transaction, which is both outside the scope of the then current annual
budget as approved by the Joint Management Committee under the Company’s existing production
sharing contracts with China National Petroleum Corporation (the “JMC Budget”) and which annual
expenses, in the aggregate, exceeds the greater of US$10,000,000 and 10% of the then current JMC
Budget;
	 
	(x)	 	Incurring any additional Indebtedness (other than any Indebtedness incurred under the
CITIC KaWah Facility) exceeding in the aggregate US$20,000,000 during the 12-month period following
the TPG Completion and US$40,000,000 during the 24-month period following the date of the
completion under the TPG SPA;
	 
	(xi)	 	Entry by any member of the MIE Group into any transaction with
any Person involving the making of payments by or obligations or liabilities of any member of the
MIE Group outside the ordinary course of business in excess of US$15,000,000;
	 
	(xii)	 	Entry by any
member of the MIE Group into any transaction with any Affiliate or any Shareholder, director,
officer or shareholder of the Company or Affiliate of any Shareholder, director, officer or
shareholder of the Company outside the ordinary course of business, including but not limited to
the waiver or release of any rights of such member of the MIE Group and the write-off or
forgiveness of any Indebtedness owed to such member of the MIE Group (other than (a) the write-off
or forgiveness of the MIE Loan as contemplated by the TPG SPA or under paragraph (vii) above, (b)
any Pre-Approved Affiliate Transaction, and (c) any transactions between the Company and MIE to
transfer to MIE the proceeds from the sale of 2,145,749 Series A Preferred Shares to TPG);
	 
	(xiii)	 	Amendment of the Article of Association, Bylaws or other governing documents of any member of the
MIE Group to the extent such amendment would adversely affect the rights already granted to the
holders of Series A Preferred Shares;
	 
	(xiv)	 	Any liquidation, winding up, dissolution, receivership,
bankruptcy or any like scheme or arrangement of the Company or any Material Subsidiary;
	 
	(xv)	 	Any
appointment or removal of the auditors of the Company or any Material Subsidiary;
	 
	(xvi)	 	Any
material change to the accounting or tax policies of the Company or any Material Subsidiary, other
than any material change implemented to be in compliance with any relevant laws, rules and
regulations applicable to the Company;
	 
	(xvii)	 	The creation of any Encumbrance over any material
asset or group of assets of, or over substantially all the undertaking of, any member of the MIE
Group (save for Encumbrances that (i) arise by operation of law, (ii) which any member of
the MIE
Group is obliged to create under the terms of the CITIC KaWah Facility) , or the giving by
any member of the MIE Group of any guarantee or indemnity in respect of the obligation of
any person (other than any guarantee or indemnity given by a member of the MIE Group in
respect of the obligations of the Company or of a wholly-owned subsidiary of the Company or
any guarantee or indemnity given by a member of the MIE Group under the terms of the TPG
SPA or the Sino Link SPA);




 









 











Page 37





	(xviii)	 	(i) Acquisition of the whole or any significant part of any business or undertaking or any
shares in the capital, of a company, or formation of any subsidiary company or subsidiary
undertaking, (ii) entering into any joint venture or partnership with any person, or (iii)
engagement in any kind of overseas expansion, in each case, exceeding US$20,000,000 in total
expenditure or purchase price, as the case may be;
	 
	(xix)	 	Any settlement of any material
litigation, arbitration or administrative proceeding involving any member of the MIE Group in
excess of US$3,000,000;
	 
	(xx)	 	The determination of the final price per Ordinary Share of the
Company (or the aggregate price of the number of American Depositary Receipt, Global Depositary
Receipt or other similar securities representing one Ordinary Share of the Company) to be offered
in connection with any Qualified IPO (the “Per Share IPO Price”) if and only if such Per Share IPO
Price multiplied by the total number of Ordinary Shares which TPG would hold (on an as converted
basis in accordance with the Restated Articles) upon the Qualified IPO of the Company would be less
than the sum of (i) the difference between the Subscription Price (as defined in the TPG SPA) minus
the Transaction Fees (as defined in the TPG SPA) plus (ii) thirty (30) percent per annum on such
amount compounded on an annual basis from the Completion Date (as defined in the TPG SPA) through
the closing date of such Qualified IPO of the Company; and
	 
	(xxi)	 	The delegation of any authority of
the Board, or the agreement with any Person, conditionally or otherwise, to do any of the
foregoing.