EX-10.33






Exhibit 10.33




 









 





AGREEMENT OF ADHERENCE




          This Agreement of Adherence (the “Agreement”) is made as of December 15, 2009, by and
among MIE Holdings Corporation (the “Company”). TPG Star Energy Co-Invest LLC (the
“Purchaser”), TPG Star Energy Ltd. (“TPG”). Sino Link Limited, Far East Energy
Limited and MI Energy Corporation. All capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Shareholders’ Agreement (the “Shareholders’ Agreement”),
dated as of October 30, 2009 among the Company, TPG, Sino Link Limited, Far East Energy Limited and
MI Energy Corporation.




RECITALS




          WHEREAS, the Purchaser is an Affiliate of TPG;




          WHEREAS, TPG wishes to transfer 128,755 shares of its Series A Preferred Shares to the
Purchaser in accordance with Clause 2.7 of the Shareholders’ Agreement; and




          WHEREAS, TPG and the Purchaser have entered into an agreement (the “Share Transfer
Agreement”) pursuant to which TPG has agreed to transfer to the Purchaser 128,755 Series A
Preferred Shares (the “Sate Shares”) on the terms set out in the Share Transfer Agreement
and in accordance with the terms of the Shareholders’ Agreement,




          NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:




          1. By execution and delivery of this Agreement, the Purchaser agrees to be
bound by the terms of the Shareholders’ Agreement and shall hereby become bound by the terms
and conditions of the Shareholders’ Agreement as a Party and a Shareholder thereunder in the
same manner as TPG and be entitled to the same rights to the same extent and in the same
manner as TPG.




          2. The Company shall deliver to the Purchaser a share certificate
representing the Sale Shares in the name of the Purchaser and a certified copy of the Register of
Members reflecting the transfer by TPG of the Sale Shares to the Purchaser.




          3. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered will be an original, but all such
counterparts will together constitute one and the same instrument. Each counterpart may consist
of a number of copies hereof such signed by less than all, but together signed by all of the parties
hereto.




 









 








          4. Other than as set forth herein, this Agreement does not modify, change or
delete any other term, provision, addendum, representation, warranty, agreement or covenant
(the “Provisions”) relating to or contained in the
Shareholders’ Agreement, and all such
Provisions remain in full force and effect.




          5. The Purchaser hereby warrants to other parties of this Agreement that:




          (a) the Purchaser is an Affiliate of TPG and is directly or indirectly controlled
by the same entity that controls TPG;




          (b) there are no outstanding or authorized options, warrants, rights,
subscription, claims of any character, agreements, obligations, convertible or exchangeable
securities, or other commitments contingent or otherwise, relating to the membership interests or
any other equity or voting interests in the Purchaser, pursuant to which the Purchaser or TPG or
any of its Affiliates is or may become obligated to issue, transfer, deliver or sell or cause to be
issued, transferred delivered or sold, membership interests or any other equity or voting interest
in the Purchaser or any securities convertible into, exchangeable for, or evidencing the right to
subscribe for or acquire, any membership interests or any other equity or voting interest in the
Purchaser, in each case to any Person other than an Affiliate of TPG.




          6. The addresses and facsimile numbers of the Purchaser for the purposes of
Clause 9 (Notices) of the Shareholders Agreement are as follows:



TPG Star Energy Co-Invest LLC 

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

Fax: (852) 2160-1008

Attention: Mr. Sang Jin Han






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          7. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.




          8.
This Agreement and any of the provisions hereof may not be amended,
altered or added to in any manner except by a document in writing and signed by each party
hereto.




* * *




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          IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement of
Adherence and caused the same to be duly delivered on its behalf as of the date first written
above.




	 	 	 	 	 
	 	MIE Holdings Corporation

 	 
	 	By:  	/s/ Forrest Dietrich
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TPG Star Energy Co-Invest LLC

 	 
	 	 By:    	 TPG Star Advisors, LLC
 its managing member
 	 
	 	 	 
	 	By:  	                                                   /s/ Clive D. Bode
 	 
	 	 	Name:  	Clive D. Bode 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	 TPG Star Energy Ltd.  

 	 
	 	By:  	/s/ Clive D. Bode
 	 
	 	 	Name:  	Clive D. Bode 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	 Sino Link Limited  

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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          IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement of
Adherence and caused the same to be duly delivered on its behalf as of the date first written
above.




	 	 	 	 	 
	 	 MIE Holdings Corporation 

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 TPG Star Energy Co-Invest LLC 

 	 
	 	 By:   	 TPG Star Advisors, LLC 
its managing member
 	 
	 	 	 
	 	By:  	/s/ Clive D. Bode
 	 
	 	 	Name:  	Clive D. Bode 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	 TPG Star Energy Ltd. 

 	 
	 	By:  	/s/ Clive D. Bode
 	 
	 	 	Name:  	Clive D. Bode 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	For and on behalf of
Sino Link Limited 

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








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	 	 Far East Energy Limited 

 	 
	 	By:  	/s/ Zhang Ruilin
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 MI Energy Corporation 

 	 
	 	By:  	/s/ Forrest Dietrich
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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