EX-10.34






Exhibit 10.34




 









 











Dated July 9, 2009




FAR EAST ENERGY LIMITED

as Chargor



in favour of



TPG STAR ENERGY LTD.

as Secured Party



 





SHARE CHARGE



 





WARNING



THE EXECUTION OR TAKING OR SENDING OF THIS DOCUMENT IN OR INTO (AS THE

CASE MAY BE) THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF

CAYMAN ISLANDS STAMP DUTY EQUAL TO THE AMOUNT OF 1.5% OF THE AMOUNT

CHARGED (SUBJECT TO A CAP OF CI$500 OR ABOUT US$600)








 









 











CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	 
	1.

	 	Definitions And Interpretation
	 	 	2	 
	2.

	 	Covenant To Pay And Charge
	 	 	3	 
	3.

	 	Deposit Of Certificates, Related Rights, Release And Annotation Of Register Of

Members
	 	 	4	 
	4.

	 	Voting Rights And Dividends
	 	 	5	 
	5.

	 	Chargor’s Representations And Undertakings
	 	 	7	 
	6.

	 	Further Assurance
	 	 	10	 
	7.

	 	Power Of Attorney
	 	 	11	 
	8.

	 	Security Enforcement
	 	 	12	 
	9.

	 	Receivers And Administrators
	 	 	13	 
	10.

	 	Effectiveness Of Collateral
	 	 	14	 
	11.

	 	Indemnity
	 	 	16	 
	12.

	 	Application Of Proceeds
	 	 	16	 
	13.

	 	Assignment
	 	 	17	 
	14.

	 	Notices
	 	 	17	 
	15.

	 	Waivers And Counterparts
	 	 	18	 
	16.

	 	Law
	 	 	18	 
	17.

	 	Enforcement
	 	 	18	 
	Schedule 1	 	 	20	 
	Schedule 2	 	 	21	 
	Schedule 3	 	 	22	 
	Schedule 4	 	 	25	 
	Schedule 5	 	 	26	 
	Schedule 6	 	 	27	 






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THIS SHARE CHARGE (this “Charge”) is made by way of deed on July 9, 2009.




BETWEEN





	(1)	 	FAR EAST ENERGY Limited, a company incorporated in the Hong Kong Special Administrative
Region of the People’s Republic of China (the “Chargor”); and
	 
	(2)	 	TPG STAR ENERGY LTD., an exempted company incorporated with limited liability in the
Cayman Islands, and/or one or more of its Affiliates (the “Secured Party”),




(the Secured Party and the Chargor are hereinafter referred to collectively as the “Parties”
and individually as a “Party”).




RECITALS:





	(A)	 	The Chargor, the Secured Party and others have entered into the SPA (as defined below),
pursuant to which the Secured Party will subscribe for 2,145,749 Series A
Preferred Shares issued by the Company (as defined below).
	 
	(B)	 	One of the conditions under the SPA is that the Chargor shall have entered into this
Charge as security for the Secured Obligations (as defined below).
	 
	(C)	 	The board of directors of the Chargor is satisfied that the Chargor is entering into
this Charge for the purposes of its business and that its doing so benefits the Chargor.
	 
	(D)	 	The Parties intend this Charge to take effect as a deed.




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Charge:
	 
	 	 	“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.
	 
	 	 	“Charge” has the meaning given such term in the Preamble.
	 
	 	 	“Charged Portfolio” means the Shares and the Related Assets.
	 
	 	 	“Collateral Rights” means all rights, powers and remedies of the Secured Party
provided by this Charge or by law.
	 
	 	 	“Company” means MIE Holdings Corporation, an exempted company incorporated with
limited liability in the Cayman Islands.
	 
	 	 	“Material Adverse Effect” means a material adverse effect on the business, results of
operation or financial condition of the Chargor and its Subsidiaries taken as a whole;
provided, however, that Material Adverse Effect shall not be deemed to include the
effects of (a) any changes or developments generally affecting the industry in which
the Chargor or any of its Subsidiaries operates, which changes or developments do not
disproportionately affect the Chargor or any of its Subsidiaries relative to other
participants in such industry in any material respect, (b) any changes or developments
in connection with general economic, political or regulatory conditions, which changes
do




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	 	 	not disproportionately affect the Chargor or any of its Subsidiaries and (c) any
changes or proposed changes in accounting standards used by the Chargor or any of its
Subsidiaries.
	 
	 	 	“Party” has the meaning given such term in the Preamble.
	 
	 	 	“Receiver” means a receiver or receiver and manager or administrative receiver of the
whole or any part of the Charged Portfolio appointed by law or in accordance with the
terms of this Charge.
	 
	 	 	“Related Assets” means, in relation to the Chargor, (i) all dividends, interest and
other monies payable in respect of the Shares and/or assets within this definition of
Related Assets and (ii) all other rights, benefits and proceeds in respect of or
derived from any or all of the Shares and/or assets falling within this definition of
Related Assets (whether by way of redemption, bonus, preference, option, substitution,
conversion or otherwise) held by, to the order or on behalf of the Chargor.
	 
	 	 	“Relevant Event” means the failure of the Chargor, the Company and/or MIE to comply
with any obligation under clauses 6 and 7 of the SPA.
	 
	 	 	“Secured Party” has the meaning given such term in the Preamble.
	 
	 	 	“Secured Obligations” means all obligations at any time due, owing or incurred by the
Chargor, the Company and/or MIE to the Secured Party under clauses 6 and 7 of the SPA.
	 
	 	 	“Security” means the security created under or pursuant to or evidenced by this Charge.
	 
	 	 	“Shares” means 2,064,777 Ordinary Shares in the Company held by, to the order or on
behalf of the Chargor, as specified in Schedule 6 (Details of Shares).
	 
	 	 	“SPA” means the Series A Preferred Shares Subscription and Put Option Agreement dated
June 19, 2009 between, amongst others, the Chargor, the Secured Party and the Company.
	 
	 	 	“Transaction Agreements” has the meaning given such term in the Purchase Agreement.
	 
	1.2	 	Terms defined in the SPA
	 
	 	 	Unless defined in this Charge or the context otherwise requires, a term defined in the
SPA has the same meaning in this Charge or any notice given under or in connection
with this Charge, as if all references in such defined terms to the SPA were a
reference to this Charge or such notice.
	 
	1.3	 	Construction
	 
	 	 	Clause 1.3 (Principles of Construction) of the SPA will apply as if incorporated in
this Charge or in any notice given under or in connection with this Charge, as if all
references in such Clauses to the SPA were a reference to this Charge or such notice.
	 
	2.	 	COVENANT TO PAY AND CHARGE
	 
	2.1	 	Covenant to Pay
	 
	 	 	The Chargor covenants with the Secured Party to promptly pay and discharge on demand
of the Secured Party any Secured Obligation which is due and payable by it pursuant to
and under the terms of the SPA.










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	2.2	 	Charge
	 
	 	 	The Chargor, as legal and beneficial owner, charges by way of first fixed charge the
Charged Portfolio in favour of the Secured Party as continuing security for the
payment and discharge of the Secured Obligations.
	 
	3.	 	DEPOSIT OF CERTIFICATES, RELATED RIGHTS, RELEASE AND ANNOTATION OF REGISTER OF MEMBERS
	 
	3.1	 	Deposit of certificates
	 
	 	 	The Chargor will immediately upon the execution of this Charge (or upon coming into
possession of the Chargor at any time) deposit (or procure there to be deposited) with
the Secured Party:






	 	3.1.1.	 	certified copies of its corporate documents required to authorise the due
execution and delivery of this Charge;
	 
	 	3.1.2.	 	all certificates and other documents of title to the Shares which shall be
issued as separate certificates to correspond to number of Shares charged to the
Secured Party to facilitate enforcement;
	 
	 	3.1.3.	 	share transfer forms substantially in the form set out in Schedule 1 (Form of
Share Transfer) (executed in blank by or on behalf of the Chargor) in respect of the
Shares which by the shareholders letter of authority referred to in Clause 3.1.4
below the Secured Party will be entitled to date following the occurrence of a
Relevant Event;
	 
	 	3.1.4.	 	a duly executed and dated shareholders letter of authority in the form of
Schedule 2 (Form of Shareholder Letter of Authority) to this Charge and an
irrevocable power of attorney which in accordance with its terms shall be exercisable
following the occurrence of a Relevant Event for as long as such Relevant Event is
continuing;
	 
	 	3.1.5.	 	an executed irrevocable proxy and power of attorney in the forms set out in
Parts I and II of Schedule 3 (Forms of Proxy and Power of Attorney) to this Charge
made in favour of the Secured Party in respect of, among other things, all
shareholder meetings and written resolutions of the Company;
	 
	 	3.1.6.	 	executed but undated written resolutions of the board of directors of the
Company substantially in the form of Schedule 4 (Form of written resolutions of
directors); and
	 
	 	3.1.7.	 	an undertaking from the Company to register transfers of the Shares to the
Secured Party or such parties’ nominee(s) and pending such registration to recognise
the irrevocable proxy and power of attorney (in the form set out in Parts I and II of
Schedule 3 (Forms of Proxy and Power of Attorney) to this Charge in the form set out
in Schedule 5 (Form of Undertaking from the Company) to this Charge.






	3.2	 	Related Assets
	 
	 	 	Subject to clause 5.2(g), the Chargor shall, promptly upon the accrual, offer or issue
of any Related Assets (in the form of stocks, shares, warrants or other securities) in
which the Chargor has a beneficial interest, procure the delivery to the Secured Party
of (a) all certificates and other documents of title representing those Related Assets
and (b) such duly executed blank (stamped, if necessary or desirable for the Secured
Party) share




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	 	 	transfer forms substantially in the form set out in Schedule 1 (Form of Share
Transfer) or other instruments of transfer in respect of those Related Assets as the
Secured Party may require.
	 
	3.3	 	Release
	 
	 	 	Upon the latest to occur of (i) the General Warranty Expiration Date, (ii) the final
settlement of all claims from the Secured Party which may be outstanding on such
Warranty Expiration Date in respect of the indemnities under Clause 6 of the SPA and
(ii) the payment of the Put Return Deficiency, the Secured Party shall, promptly at
the request of the Chargor but at the cost of the Secured Party, execute all such
documents and do all such other things as may be considered reasonably necessary to
release this Charge.
	 
	3.4	 	Annotation of Register of Members
	 
	 	 	The Chargor shall, within three (3) Business Days following execution of this Charge
or in the case where the Chargor has acquired Related Assets, promptly upon the
issuance of such Related Assets:






	 	3.4.1	 	procure that the following notation be entered on the Register of Members of the
Company:
	 
	 	 	 	“2,064,777 ordinary shares of US$0.01 par value issued to Far East Energy Limited
as fully paid up are charged in favour of TPG Star Energy Ltd. (including its
successors, assigns and transferees) pursuant to a share charge dated July 9, 2009 as amended from time to time.”; and
	 
	 	3.4.2	 	provide the Secured Party with a certified copy of such Register of Members of
the Company with such notation.






	3.5	 	Registration
	 
	 	 	The Chargor shall procure that prescribed particulars of this Charge shall forthwith
upon execution hereof be presented (together with this Charge) to the Hong Kong
Companies Registry for registration against it (and in any event within two (2) weeks
of the date of execution of this Charge).
	 
	4.	 	VOTING RIGHTS AND DIVIDENDS
	 
	4.1	 	Voting rights and dividends prior to a Relevant Event
	 
	 	 	Except while a Relevant Event is continuing, the Chargor shall:






	 	(a)	 	be entitled to all dividends, interest and other monies arising from
the Charged Portfolio; and
	 
	 	(b)	 	subject to Clause 5.2(f), be entitled to exercise all voting rights in
relation to the Charged Portfolio.






	 	 	Without prejudice to the foregoing, the Secured Party shall not have any duty to
ensure that any dividends, interest or other monies and assets receivable in respect
of the Charged Portfolio are duly and punctually paid, received or collected as and
when the same become due and payable or to ensure that the correct amounts (if any)
are paid or received on or in respect of the Charged Portfolio or to ensure the taking
up of any (or any offer of any) stocks, shares, rights, monies or other property paid,
distributed, accruing or offered at any time by way of redemption bonus, rights,
preference, or otherwise on or in respect of, any of the Charged Portfolio.




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	4.2	 	Calls and other payments prior to a Relevant Event
	 
	 	 	The Chargor shall pay all calls, instalments or other payments, and shall discharge
all other obligations, which may become due in respect of any of the Charged
Portfolio. While a Relevant Event is continuing, the Secured Party may if it thinks
fit make such payments or discharge such obligations on behalf of the Chargor. Any
amounts so paid by the Secured Party in respect thereof shall be repayable on demand
and pending such repayment shall constitute part of the Secured Obligations.
	 
	4.3	 	Voting rights and dividends after a Relevant Event
	 
	 	 	Upon the occurrence of a Relevant Event and for so long as such Relevant Event is
continuing, the Chargor shall pay to the Secured Party all dividends, interest and
other monies received by it in connection with its Charged Portfolio or any part
thereof at any time during the subsistence of this Charge and shall, at all times
prior to such payment to the Secured Party, hold the same on trust for the Secured
Party. Without prejudice to the foregoing, upon the occurrence of a Relevant Event
and for so long as such Relevant Event is continuing, the Secured Party may, at their
discretion, (in the name of the Chargor or otherwise and without any further consent
or authority from the Chargor):






	 	(a)	 	exercise (or refrain from exercising) any voting rights in respect of
the Charged Portfolio;
	 
	 	(b)	 	apply all dividends, interest and other monies arising from all or any
part of the Charged Portfolio towards the discharge of the Secured Obligations as
though they were the proceeds of sale under this Charge;
	 
	 	(c)	 	date and deliver the documents delivered to it pursuant to this Charge
as it considers appropriate and to take all steps to register the Charged Portfolio in
the name of the Secured Party or such parties’ nominee or nominees and to transfer
control to the Secured Party or their nominee(s) as registered owner of the Shares;
and
	 
	 	(d)	 	exercise (or refrain from exercising) the powers and rights conferred
on or exercisable by the legal or beneficial owner of the Charged Portfolio including
without limitation the right, in relation to any company whose shares or other
securities are included in the Charged Portfolio, to concur or participate in:






	 	(i)	 	the reconstruction, amalgamation, sale or other disposal of
such company or any of its assets or undertaking (including without
limitation the exchange, conversion or reissue of any shares or securities as
a consequence thereof);
	 
	 	(ii)	 	the release, modification or variation of any rights or
liabilities attaching to such shares or securities; and
	 
	 	(iii)	 	the exercise, renunciation or assignment of any right to
subscribe for any shares or securities,






	 	 	in each case in the manner and on the terms the Secured Party thinks fit, and the
proceeds of any such action shall form part of the Charged Portfolio.




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	5.	 	CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 
	5.1	 	Representations
	 
	 	 	The Chargor makes the following representations and warranties to the Secured Party
and acknowledges that the Secured Party has become a Party to this Charge in reliance
on these representations and warranties:






	 	(a)	 	Status






	 	(i)	 	It is duly incorporated and validly existing under the law of
its jurisdiction of incorporation.
	 
	 	(ii)	 	It has the power to own its assets and carry on its business
as it is being conducted.






	 	(b)	 	Binding obligations
	 
	 	 	 	The obligations expressed to be assumed by it in this Charge are, subject to
any general principles of law as at the date of this Charge limiting its
obligations, legal, valid and binding obligations enforceable in accordance
with its terms.
	 
	 	(c)	 	Non-conflict with other obligations
	 
	 	 	 	The entry into and performance by it of, and the transactions contemplated
by, this Charge (including any transfer of the Shares on creation or
enforcement of the security constituted by this Charge) do not and shall not:






	 	(i)	 	conflict with:






	 	(A)	 	any material law or regulation applicable to it;
	 
	 	(B)	 	its constitutional documents; or
	 
	 	(C)	 	any material agreement or instrument binding upon it,
any of its assets or the Shares; or






	 	(ii)	 	result in the existence of, or oblige it to create, any
security over the Shares (other than the security contemplated by this
Charge).






	 	(d)	 	Ranking
	 
	 	 	 	The security created by this Charge has or will have first ranking priority
and it is not subject to any prior ranking or pari passu ranking security.
	 
	 	(e)	 	Power and authority






	 	(i)	 	It has the power to enter into, perform and deliver, and has
taken all necessary action to authorise its entry into, performance and
delivery of, this Charge and the transactions contemplated by this Charge.
	 
	 	(ii)	 	No limit on its powers will be exceeded as a result of the
grant of security contemplated by this Charge.










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	 	(f)	 	Ownership of Shares
	 
	 	 	 	It is the sole legal and beneficial owner of the Charged Portfolio free and
clear of all security interests save as created by this Charge and has not
sold or disposed of or granted any options or pre-emption rights in respect
of any of its right, title and interest, in the Charged Portfolio and all of
the Shares are validly issued, fully paid and are not subject to any options
to purchase, pre-emption rights or similar rights or other restrictions upon
disposal which would operate to restrict in any way their disposal by any of
the Secured Party should any of the Secured Party come to enforce its
security over the Charged Portfolio contained in this Charge.
	 
	 	(g)	 	Authorisations
	 
	 	 	 	All consents, licences, approvals and authorisations required or desirable:






	 	(i)	 	to enable it lawfully to enter into, exercise its rights and
comply with its obligations under this Charge; and
	 
	 	(ii)	 	to make this Charge admissible in evidence in its
jurisdiction of incorporation and in the Cayman Islands,






	 	 	 	have been obtained or effected and are in full force and effect.
	 
	 	(h)	 	Governing law
	 
	 	 	 	Subject to any general principles of law as at the date of this Charge
limiting its obligations:






	 	(i)	 	the choice of Cayman Islands law as the governing law of this
Charge will be recognised and enforced in its jurisdiction of organisation;
and
	 
	 	(ii)	 	any judgment obtained in the Cayman Islands in relation to
this Charge will be recognised and enforced in its jurisdiction of
organisation.






	 	(i)	 	Insolvency
	 
	 	 	 	No order or petition has been presented or resolution passed for the
administration, winding-up, dissolution or liquidation of the Chargor and no
administrator, receiver or manager has been appointed in respect thereof.
The Chargor has not commenced any other proceeding under any bankruptcy,
reorganization, composition, arrangement, adjustment of debt, release of
debtors, dissolution, insolvency, liquidation or similar law of any
jurisdiction and there has not been commenced against he Chargor any such
proceeding.
	 
	 	(j)	 	No proceedings pending or threatened
	 
	 	 	 	There is no legal, administrative, arbitration or other action or proceeding
or governmental investigation pending, or, to the knowledge of the Chargor,
threatened, against the Chargor or its activities, properties or assets, or
to the knowledge of the Chargor, against any officer, director or key
employee of the Chargor in connection with such officer’s director’s or key
employee’s relationship with, or action taken on behalf of, the Chargor,
including but not limited to any legal, administrative, arbitration or other
action or proceeding or governmental investigation that questions the
validity of this Charge, or the right




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	 		 	of the Chargor to enter into this Charge, or the consummation of the
transactions contemplated hereby, or that would result in a Material Adverse
Effect or any change in the current equity ownership of the Chargor, nor is
the Chargor aware that there is any basis for the foregoing.
	 
	 	(k)	 	Pari passu ranking
	 
	 	 	 	Its payment obligations under this Charge rank at least pari passu with the
claims of all its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by law applying to companies generally.
	 
	 	(l)	 	No Stamp Taxes
	 
	 	 	 	Under the laws of Hong Kong, it is not necessary or desirable for the Secured
Party that any stamp, registration or similar tax be paid on or in relation
to this Charge.






	5.2	 	Undertakings






	 	(a)	 	Authorisations
	 
	 	 	 	The Chargor shall promptly:






	 	(i)	 	obtain, comply with and do all that is necessary to maintain
in full force and effect; and
	 
	 	(ii)	 	supply certified copies to the Secured Party of,






	 	 	 	any material authorisation required under applicable law or regulation to
enable it to perform its obligations under this Charge (where the failure to
obtain and comply with such authorisation could reasonably be expected to
have a Material Adverse Effect) and each other authorisation required to
ensure the legality, validity, enforceability or admissibility in evidence in
its jurisdiction of incorporation of this Charge.
	 
	 	(b)	 	Compliance with laws
	 
	 	 	 	The Chargor shall comply in all material respects with all laws applicable to
it, if failure to comply could reasonably be expected to materially impair
its ability to perform its obligations under this Charge enforceable in
accordance with its terms.
	 
	 	(c)	 	No Action
	 
	 	 	 	The Chargor shall not without the prior written consent of the Secured Party:






	 	(i)	 	permit any person other than the Chargor, the Secured Party or any
transferee nominated by the Secured Party on enforcement of this Charge to be
the registered holder of any of the Charged Shares;
	 
	 	(ii)	 	take any action to vary the rights attaching to the Charged Shares; or
	 
	 	(iii)	 	take any action which results in an increase or reduction in the
authorised or issued share capital of the Company or the number of shares
that the Company is authorised to issue or the issued share or share capital
of the Company, other than as permitted by the Transaction Agreements.










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	 	(d)	 	Disposals
	 
	 	 	 	The Chargor will not enter into a single transaction or a series of
transactions (whether related or not and whether voluntary or involuntary) to
sell, lease, transfer or otherwise dispose of the Charged Portfolio without
the written consent of the Secured Party.
	 
	 	(e)	 	Calls on Shares
	 
	 	 	 	The Chargor undertakes to pay all calls or other payments when due in respect
of any part of the Charged Portfolio. If the Chargor fails to make any such
payment the Secured Party may make that payment on behalf of the Chargor and
any sums so paid by the Secured Party shall be reimbursed by the Chargor on
demand.
	 
	 	(f)	 	Voting Rights
	 
	 	 	 	The Chargor shall not exercise its voting rights in relation to the Charged
Portfolio in any manner, or otherwise permit or agree to, or concur or
participate in any:






	 	(i)	 	variation of the rights attaching to or conferred by all or
any part of the Charged Portfolio;
	 
	 	(ii)	 	increase in the issued share capital of any company whose
shares are charged pursuant to this Charge;
	 
	 	(iii)	 	exercise, renunciation or assignment of any right to
subscribe for any shares or securities; or
	 
	 	(iv)	 	reconstruction, amalgamation, sale or other disposal of any
company or any of the assets of any company (including the exchange,
conversion or reissue of any shares or securities as a consequence thereof)
whose shares are charged under this Charge ,






	 	 	 	which in the opinion of the Secured Party would prejudice the value of, or
the ability of the Secured Party to realise, the security created by this
Charge or the legality, validity or enforceability of this Charge.
	 
	 	(g)	 	No Other Security Interests
	 
	 	 	 	The Charged Portfolio shall remain free and clear of all security interests
save as created by this Charge.
	 
	 	(h)	 	No Action
	 
	 	 	 	The Chargor shall not take any action which would cause any of the
representations made in Clause 5.1 to be untrue or incorrect in any respect
at any time before the Security is released.






	6.	 	FURTHER ASSURANCE
	 
	6.1	 	Covenant for Further Assurance
	 
	 	 	The Chargor will promptly at its own cost do all such acts or execute all such
documents (including assignments, transfers, mortgages, charges, notices and
instructions) as the Secured Party may reasonably specify (and in such form as the
Secured Party may




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	 	 	reasonably require in favour of the Secured Party or such parties’ nominee(s))
for the purpose of exercising the Collateral Rights or perfecting the Security created
or intended to be created in respect of the Charged Portfolio (which may include the
execution by the Chargor of a mortgage, charge or assignment over all or any of the
assets constituting, or intended to constitute, the Charged Portfolio) or for the
exercise of the rights, powers and remedies of the Secured Party provided by or
pursuant to this Charge or by law in each case in accordance with the rights vested in
it under this Charge.
	 
	6.2	 	Prescribed Wording
	 
	 	 	The following covenants shall be implied in respect of any action taken by the Chargor
to comply with its obligations under Clause 6.1:






	 	(a)	 	the Chargor has the right to take such action in respect of the
Charged Portfolio; and
	 
	 	(b)	 	the Chargor will at its own cost do all that it reasonably can to give
the Secured Party or such parties’ nominee(s) the title and/or rights that it purports
to give.






	7.	 	POWER OF ATTORNEY
	 
	7.1	 	Appointment and powers
	 
	 	 	The Chargor irrevocably and by way of security for the payment of the Secured
Obligations appoints the Secured Party and any Receiver severally to be its true and
attorney and in its name, on its behalf and as its act and deed to execute, deliver
and perfect all documents and do all things which the attorney may consider to be
necessary or desirable for:






	 	(a)	 	carrying out any obligation imposed on the Chargor by this Charge
(including the execution and delivery of any deeds, charges, assignments, written
resolutions or other security and any transfers of the Charged Portfolio) if the
Chargor has not itself carried out such obligation; and
	 
	 	(b)	 	enabling the Secured Party to exercise, or delegate the exercise of,
all or any of the Collateral Rights (including without limitation, upon the occurrence
of a Relevant Event and for so long as such Relevant Event is continuing, the exercise
of any right of a legal or beneficial owner of the Chargor’s Charged Portfolio); and
	 
	 	(c)	 	enabling any Receiver to exercise, or delegate the exercise of, any of
the rights, powers and authorities conferred on them by or pursuant to this Charge or
by law.






	 	 	Notwithstanding any other provision of this Charge, any power of attorney granted
hereunder shall not be exercisable by or on behalf of the Secured Party until the
occurrence of a Relevant Event and shall only be exercisable for so long as such
Relevant Event is continuing.
	 
	7.2	 	Ratification
	 
	 	 	The Chargor shall ratify and confirm all things done and all documents executed by any
attorney in the exercise or purported exercise of all or any of his powers.










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	8.	 	SECURITY ENFORCEMENT
	 
	8.1	 	Time for Enforcement
	 
	 	 	On and at any time after the occurrence of a Relevant Event (which is continuing) or
if a petition or application is presented for the making of an administration order in
relation to the Chargor or if any person gives written notice of its intention to
appoint an administrator of the Chargor or files such a notice with the court, the
security created by or pursuant to this Charge is immediately enforceable and the
Secured Party may, without notice to the Chargor or prior authorisation from any
court, in its absolute discretion:






	 	(a)	 	secure and perfect their title to all or any part of the Charged
Portfolio (including transferring the Charged Portfolio into the name of the Secured
Party or such parties’ nominees);
	 
	 	(b)	 	enforce all or any part of the Security (at the times, in the manner
and on the terms they think fit) and take possession of and hold, sell, or otherwise
dispose of all or any part of the Charged Portfolio (at the time, in the manner and on
the terms they think fit); and
	 
	 	(c)	 	whether or not the Secured Party have appointed a Receiver, exercise
all or any of the powers, authorisations and discretions conferred by any applicable
law in the Cayman Islands (as varied or extended by this Charge) on chargees and by
this Charge on any Receiver or otherwise conferred by law on chargees or Receivers.






	8.2	 	Secured Party liability






	 	(a)	 	Neither the Secured Party nor any Receiver will be liable to account as mortgagee
or mortgagee in possession in respect of the Charged Portfolio or be liable for any
loss upon realisation or for any neglect or default of any nature whatsoever in
connection with the Charged Portfolio for which a mortgagee or mortgagee in possession
might as such be liable.
	 
	 	(b)	 	Neither the Secured Party nor any Receiver will be obliged to make any enquiry as
to the nature or sufficiency of any payment received by it under this Charge or to
make any claim or to take any action to collect any monies assigned by this Charge or
to enforce any rights or benefits assigned to the Secured Party by this Charge or to
which the Secured Party may at any time be entitled hereunder.
	 
	 	(c)	 	Neither the Secured Party nor their respective agents, managers, officers,
employees, delegates or advisors will be liable for any claim, demand, liability,
loss, damage, consequential damage, cost or expense incurred or arising in connection
with the exercise or purported exercise of any rights, powers and discretions
hereunder.






	8.3	 	Statutory powers
	 
	 	 	The powers conferred by this Charge on the Secured Party are in addition to and not in
substitution for the powers conferred on mortgagees and mortgagees in possession by
law and in the case of any conflict between the powers contained in any such law and
those conferred by this Charge the terms of this Charge will prevail.










12









 











Page 13





	9.	 	RECEIVERS AND ADMINISTRATORS
	 
	9.1	 	Appointment and removal
	 
	 	 	After this Charge becomes enforceable in accordance with Clause 8 (Security
Enforcement), the Secured Party may by writing or otherwise, without prior notice to
the Chargor:






	 	(a)	 	appoint one or more persons to be a Receiver of the whole or any part
of the Charged Portfolio;
	 
	 	(b)	 	appoint one or more Receivers of separate parts of the Charged
Portfolio respectively;
	 
	 	(c)	 	remove (so far as it is lawfully able) any Receiver so appointed; and
	 
	 	(d)	 	appoint another person(s) as an additional or replacement Receiver(s).






	9.2	 	Capacity of Receivers
	 
	 	 	Each person appointed to be a Receiver pursuant to Clause 9.1 (Appointment and
removal) will be:






	 	(a)	 	entitled to act individually or together with any other person
appointed or substituted as Receiver;
	 
	 	(b)	 	for all purposes deemed to be the agent of the Chargor which shall be
solely responsible for his acts, defaults and liabilities and for the payment of his
remuneration and no Receiver shall at any time act as agent for the Secured Party; and
	 
	 	(c)	 	entitled to remuneration for his services at a rate to be fixed by the
Secured Party from time to time.






	9.3	 	Powers of Receivers
	 
	 	 	In addition to the powers conferred by Clause 9.1, each Receiver shall (subject to any
restrictions in the instrument appointing him but notwithstanding any winding-up or
dissolution of the Chargor) have and be entitled to exercise, in relation to the
Charged Portfolio in respect of which he was appointed, and as varied and extended by
the provisions of this Charge (in the name of or on behalf of the Chargor or in his
own name and, in each case, at the cost of the Chargor):






	 	(a)	 	all the powers conferred on a receiver by any applicable law;
	 
	 	(b)	 	all the powers and rights of an absolute owner and power to do or omit
to do anything which the Chargor itself could do or omit to do;
	 
	 	(c)	 	the power to delegate (either generally or specifically) the powers,
authorities and discretions conferred on it by this Charge (including the power of
attorney) on such terms and conditions as it shall see fit which delegation shall not
preclude either the subsequent exercise, any subsequent delegation or any revocation
of such power, authority or discretion by the Receiver itself; and




13









 











Page 14





	 	(d)	 	the power to do all things (including bringing or defending
proceedings in the name or on behalf of the Chargor) which seem to the Receiver to be
incidental or conducive to:






	 	(i)	 	any of the functions, powers, authorities or discretions
conferred on or vested in him;
	 
	 	(ii)	 	the exercise of any rights, powers and remedies of the
Secured Party provided by or pursuant to this Charge or by law (including
realisation of all or any part of the Charged Portfolio); or
	 
	 	(iii)	 	bringing to his hands any assets of the Chargor forming
part of, or which when got in would be, Charged Portfolio.






	9.4	 	Consideration
	 
	 	 	The receipt of the Secured Party or any Receiver shall be a conclusive discharge to a
purchaser and, in making any sale or disposal of any of the Charged Portfolio or
making any acquisition, the Secured Party or any Receiver may do so for such
consideration, in such manner and on such terms as it thinks fit.
	 
	9.5	 	Protection of purchasers
	 
	 	 	No purchaser or other person dealing with the Secured Party or any Receiver shall be
bound to inquire whether the right of the Secured Party or such Receiver to exercise
any of its powers has arisen or become exercisable or be concerned with any propriety
or regularity on the part of the Secured Party or such Receiver in such dealings.
	 
	10.	 	EFFECTIVENESS OF COLLATERAL
	 
	10.1	 	Collateral Cumulative
	 
	 	 	The collateral constituted by this Charge and the Collateral Rights shall be
cumulative, in addition to and independent of every other security which Secured Party
may at any time hold for the Secured Obligations or any rights, powers and remedies
provided by law. No prior security held by the Secured Party over the whole or any
part of the Charged Portfolio shall merge into the collateral constituted by this
Charge.
	 
	10.2	 	No Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any of the Secured
Party, any right, power or remedy of any of the Secured Party provided by this Charge
or by law shall impair such right, power or remedy, or operate as a waiver, nor shall
any single or partial exercise of that right, power or remedy prevent any further or
other exercise of that or any other right, power or remedy of any of the Secured Party
provided by this Charge or by law. The rights, powers and remedies herein provided
are cumulative and not exclusive of any rights, powers and remedies provided by law
and may be exercised from time to time and as often as the Secured Party may deem
expedient. Any waiver by the Secured Party of any terms of this Charge shall only be
effective if given in writing and then only for the purpose and upon the terms for
which it is given.
	 
	10.3	 	Illegality, Invalidity, Unenforceability
	 
	 	 	If, at any time, any provision of this Charge is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Charge nor the
legality, validity or enforceability of such provision under the law of any other
jurisdiction will in any way be affected or impaired.










14









 











Page 15





	10.4	 	No liability
	 
	 	 	None of the Secured Party, the Secured Party’s nominee(s) or any Receiver appointed
pursuant to this Charge shall be liable by reason of (a) taking any action permitted
by this Charge or (b) any neglect or default in connection with the Charged Portfolio
or (c) the taking possession or realisation of all or any part of the Charged
Portfolio, except in the case of gross negligence or wilful default upon its part.
	 
	10.5	 	Implied Covenants for Title
	 
	 	 	It shall be implied in respect of Clause 2.2 (Charge) that the Chargor is charging the
Charged Portfolio free from all charges and encumbrances (whether monetary or not) and
from all other rights exercisable by third parties (including liabilities imposed and
rights conferred by or under any enactment).
	 
	10.6	 	Continuing security






	 	(a)	 	The Security from time to time constituted by this Charge is a
continuing security and will remain in full force and effect as a continuing security
until released or discharged by the Secured Party.
	 
	 	(b)	 	No part of the Security from time to time constituted by this Charge
will be considered satisfied or discharged by any intermediate payment, discharge or
satisfaction of the whole or any part of the Secured Obligations.






	10.7	 	Immediate recourse
	 
	 	 	The Chargor waives any right it may have of first requiring the Secured Party to
proceed against or enforce any other rights or Security or claim payment from any
person before claiming from the Chargor under this Charge. This waiver applies
irrespective of any law or any provision of this Charge to the contrary.
	 
	10.8	 	Avoidance of Payments
	 
	 	 	Notwithstanding Clause 3.3 (Release) if the Secured Party consider that any amount
paid or credited to it is capable of being avoided or reduced by virtue of any
bankruptcy, insolvency, liquidation or similar laws the liability of the Chargor under
this Charge and the security constituted by this Charge shall continue and that amount
shall not be considered to have been irrevocably paid.
	 
	10.9	 	Waiver of defences
	 
	 	 	The obligations of the Chargor under this Charge and this Security will not be
affected by any act, omission, matter or thing which, but for this Clause 10.9 (Waiver
of defences), would reduce, release or prejudice any of its obligations, or might
operate to impair, affect or discharge the rights and security of the Secured Party,
in whole or in part, under this Charge and this Security and whether or not known to
the Company, the Chargor, the Secured Party or any other person including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, the
Chargor or other person;
	 
	 	(b)	 	the release of the Chargor or any other person under the terms of any
composition or arrangement with any creditor of the Chargor;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take up or enforce, any rights against, or security
over assets of, the Chargor or other person or any non-presentment or non-observance
of




15









 











Page 16





	 	 	 	any formality or other requirement in respect of any instruments or any
failure to realise the full value of any other security;
	 
	 	(d)	 	any incapacity or lack of powers, authority or legal personality of or
dissolution or change in the members or status of, the Chargor or any other person;
	 
	 	(e)	 	any amendment (however fundamental) or replacement of any document or
security;
	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of
any person under any document or security; or
	 
	 	(g)	 	any insolvency or similar proceedings.






	11.	 	INDEMNITY
	 
	11.1	 	Enforcement expenses
	 
	 	 	The Chargor shall, within three (3) Business Days of demand, pay to the Secured Party
the amount of all costs and expenses (including legal fees) incurred by the Secured
Party in connection with the exercise, enforcement or preservation of any rights,
powers and remedies under this Charge, the enforcement of the Security created
pursuant to this Charge and any proceedings instituted by or against the Secured Party
(other than proceedings instituted by or against the Chargor) as a consequence of
taking, holding or enforcing the Security created pursuant to this Charge or of
exercising those rights, powers and remedies.
	 
	11.2	 	Indemnity
	 
	 	 	The Chargor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the Secured Party, their respective attorneys and any Receiver
against any action, proceeding, claims, losses, liabilities and costs which it may
sustain as a consequence of any breach by the Chargor of the provisions of this
Charge, the exercise or purported exercise of any of the rights and powers conferred
on them by this Charge or otherwise relating to the Charged Portfolio.
	 
	11.3	 	Currency
	 
	 	 	If, under any applicable law or regulation, and whether pursuant to a judgment being
made or registered against the Chargor or the bankruptcy or liquidation of the Chargor
or for any other reason any payment under or in connection with this Charge is made or
falls to be satisfied in a currency (the “Payment Currency”) other than the currency
in which such payment is due under or in connection with this Charge (the “Contractual
Currency”), then to the extent that the amount of such payment actually received by
the Secured Party when converted into the Contractual Currency at the rate of
exchange, falls short of the amount due under or in connection with this Charge, the
Chargor, as a separate and independent obligation, shall indemnify and hold harmless
the Secured Party against the amount of such shortfall. For the purposes of this
clause, “rate of exchange” means the rate at which the Secured Party is able on or
about the date of such payment to purchase the Contractual Currency with the Payment
Currency and shall take into account any premium and other costs of exchange with
respect thereto.
	 
	12.	 	APPLICATION OF PROCEEDS
	 
	 	 	All monies received or recovered by the Secured Party or any Receiver pursuant to this
Charge or the powers conferred by it shall (subject to the claims of any person having
prior rights thereto) be applied first in the payment of the costs, charges and
expenses




16









 











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	 	 	incurred and payments made by the Receiver, the payment of his remuneration and
the discharge of any liabilities incurred by the Receiver in, or incidental to, the
exercise of any of his powers, and thereafter shall be applied by the Secured Party
(notwithstanding any purported appropriation by the Chargor) to the payment of the
Secured Obligations.
	 
	13.	 	ASSIGNMENT
	 
	13.1	 	No Assignment and Exception
	 
	 	 	The provisions of this Charge shall be binding upon and accrue to the benefit of the
Parties and their respective successors and permitted assigns. Notwithstanding the
foregoing, none of the Parties may assign its rights and obligations in whole or in
part hereunder without the prior written consent of the other Parties, except that the
Secured Party is permitted to assign their rights and benefits under this Charge, in
whole or in part, to any Person who acquires Series A Preferred Shares of the Company
held by the Secured Party.
	 
	13.2	 	Disclosure
	 
	 	 	The Secured Party shall be entitled to disclose such information concerning the
Chargor or any other person and this Agreement as the Secured Party consider
appropriate to any actual or proposed direct or indirect successor or to any person to
whom information may be required to be disclosed by applicable law.
	 
	14.	 	NOTICES
	 
	14.1	 	All notices, consents, and other communications under or pursuant to this Charge
(“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 the Secured Party, to :

	 	TPG Star Energy Ltd.
	 

	 	301 Commerce Street, Suite 3300
	 

	 	Fort Worth, Texas 76102
	 

	 	Fax: (817) 871-4001
	 

	 	Attention: 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: Stephen Law
	 
	 	 
	if to the Chargor, to :

	 	Far East Energy Limited
	 

	 	Suite 406, Block C Grand Palace
	 

	 	5 Hui Zhong Road
	 

	 	Chaoyang District, Beijing 100101
	 

	 	PRC
Fax: (8610) 5123 8866






17









 






Page 18



Attention: Mr. Zhang Ruilin





	14.2	 	English Language
	 
	 	 	Any notice and all other documents given under or in connection with this Agreement
must be in English.
	 
	15.	 	WAIVERS AND COUNTERPARTS
	 
	15.1	 	Waivers
	 
	 	 	No waiver by the Secured Party of any of its rights under this Charge shall be
effective unless given in writing.
	 
	15.2	 	Counterparts
	 
	 	 	This Charge may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of this Charge.
	 
	16.	 	LAW
	 
	 	 	This Charge is governed by Cayman Islands law.
	 
	17.	 	ENFORCEMENT
	 
	17.1	 	Jurisdiction of the Cayman Islands Courts
	 
	 	 	The Parties agree that:






	 	(a)	 	the courts of the Cayman Islands have non-exclusive jurisdiction to
settle any dispute arising out of or in connection with this Charge (including a
dispute regarding the existence, validity or termination of this Charge) (a “Dispute”)
and for such purpose the Chargor and the Secured Party irrevocably submit to the
jurisdiction of the Cayman Islands courts;
	 
	 	(b)	 	the courts of the Cayman Islands are the most appropriate and
convenient courts to settle Disputes and accordingly no party will argue to the
contrary; and
	 
	 	(c)	 	a final judgment or order in connection with this Charge of any court
referred to in this Clause 17.1 is conclusive and binding on the Parties and may be
enforced against it in the courts of any other jurisdiction,






provided that nothing in this clause shall affect the right of the Secured Party to serve
process in any manner permitted by law or limit the right of the Secured Party to take
proceedings with respect to this Charge against the Chargor in any other jurisdiction, nor
shall it limit the right of the Chargor to take proceedings with respect to this Charge
against the Secured Party in any other jurisdiction, whether concurrently or not.








	 
	17.2	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the
Chargor:






	 	(a)	 	irrevocably appoints the Company as its agent for service of process
in relation to any proceedings before the Cayman Islands courts in connection with
this Charge;
	 
	 	(b)	 	agrees that failure by an agent for service of process to notify the
Chargor of the process will not invalidate the proceedings concerned; and




18









 











Page 19





	 	(c)	 	if the agent referred to in paragraph (a) above ceases to be
appointed, agrees to appoint another agent with an address in the Cayman Islands,
promptly upon request by the Secured Party and authorises the Secured Party to appoint
another agent if the Chargor fails to appoint one following such request.




THIS CHARGE has been signed on behalf of the Secured Party and executed as a deed by the
Chargor and is hereby delivered by the Chargor on the date specified above.






19









 








Page 20




SCHEDULE 1




Form of Share Transfer



MIE HOLDINGS CORPORATION (the “Company”)



SHARE TRANSFER FORM


We, Far East Energy Limited (the “Transferor”), for good and valuable consideration received
by us from                                                              (the “Transferee”) of
                                                            ,
do hereby transfer to the Transferee                                          share(s) (the “Shares”) standing in our
name in the register of members of the Company.



As Witness Our Hands



Signed by the Transferor on the

                     day of                                          in

the presence of:




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Witness

	 	 
	 	Transferor
	 	 





Signed by the Transferee on the 
                     day of                                         

in the presence of:




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Witness

	 	 
	 	For and on behalf of Transferee
	 	 






20









 






Page 21




SCHEDULE 2




Form of Shareholder Letter of Authority


To: TPG Star Energy Ltd.




Date: [•] 2009



Dear Sirs




MIE HOLDINGS CORPORATION (the “Company”)



We hereby unconditionally and irrevocably authorise you to date, deliver, give full effect
to and otherwise complete the share transfer form(s) (in respect of our shares in the
Company) deposited by ourselves with yourselves pursuant to the Share Charge dated [•] (the
“Charge”) between ourselves and TPG Star Energy Ltd., following the occurrence of a Relevant
Event (as defined in the Charge) and for as long as such Relevant Event is continuing and
for such purposes we attach duly executed and dated irrevocable appointment of proxy and
irrevocable power of attorney given by way of security in the forms as annexed hereto.



Yours faithfully,



 





For and on behalf of

Far East Energy Limited







21









 








Page 22




SCHEDULE 3




Forms of Proxy and Power of Attorney



PART I



MIE HOLDINGS CORPORATION



IRREVOCABLE APPOINTMENT OF PROXY GIVEN BY WAY OF SECURITY



We, Far East Energy Limited, hereby irrevocably (1) appoint TPG Star Energy Ltd. as
our proxy to vote at meetings of the Shareholders of MIE Holdings Corporation (the
“Company”) in respect of any existing or further shares in the Company which may have
been or may from time to time be issued and/or registered in our name and (2) ratify
and confirm all acts and things TPG Star Energy Ltd. may do or cause to be done
pursuant to this proxy.



This proxy is given by way of security pursuant to a share charge dated [•] made
between Far East Energy Limited and TPG Star Energy Ltd. and is irrevocable.



IN WITNESS whereof this instrument has been duly executed as a deed this [•] day of
[•] 2009.




	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	 		 	 
	was hereunto affixed

	 	 	)	 	 	 	 
	in the presence of:

	 	 	)	 	 	
	 	 
	

	 	 		 	 	
Director	 	 






 





Witness Name:

Address:

Fax No.:

Attention:




 





Witness Name:

Address:

Fax No.:

Attention:




22









 





Page 23




PART II




MIE HOLDINGS CORPORATION



IRREVOCABLE APPOINTMENT OF ATTORNEY-IN-FACT

GIVEN BY WAY OF SECURITY




	 	 	We, Far East Energy Limited, by way of security and in order to more fully secure the
performance of our obligations under the Share Charge dated [•] (the “Charge”) between
ourselves and TPG Star Energy Ltd., pursuant to the Power of Attorney Law (1996
Revision) hereby irrevocably appoint TPG Star Energy Ltd. and the persons deriving
title under it to be our attorney:






	 	(a)	 	to execute and complete in favour of the Secured Party (as defined in the Charge)
or its nominees or of any purchaser any documents which the Secured Party may from
time to time require for perfecting its title to or for vesting any of the assets and
property hereby charged or assigned in the Secured Party or its nominees or in any
purchaser and to give effectual discharges for payments;
	 
	 	(b)	 	to take and institute on non payment (if the Secured Party in its sole discretion
so decides) all steps and proceedings in the name of the Secured Party or of the
Secured Party for the recovery of such monies, property and assets hereby charged and
to agree accounts;
	 
	 	(d)	 	to act as our corporate representative (and/or to appoint any officer or nominee
of ours for such purpose) to represent us at any general meeting of members of MIE
Holdings Corporation (the “Company”) and to sign any resolution in writing of
the members of the Company (including in respect of any existing or further
shares in the Company which may have been or may from time to time be issued
and/or registered in our name) or to requisition or convene general meetings of
the Company or to waive or consent to short notice of such in that capacity;
	 
	 	(d)	 	to make allowances and give time or other indulgence to any surety or other person
liable;
	 
	 	(e)	 	otherwise generally to act for us and in our name and on our behalf; and
	 
	 	(f)	 	to sign, execute, seal and deliver and otherwise perfect and do any such legal
assignments and other assurances, charges, authorities and documents over the monies,
property and assets hereby charged, and all such deeds, instruments, acts and things
(including, without limitation, those referred to in Clause 6 of the Charge) which may
be required for the full exercise of all or any of the powers conferred or which may
be deemed proper on or in connection with any of the purposes aforesaid.






	 	 	The power hereby conferred shall be a general power of attorney and we hereby ratify
and confirm and agree to ratify and confirm any instrument, act or thing which any
such attorney may execute or do. In relation to the power referred to herein, the
exercise by the Secured Party of such power shall be conclusive evidence of its right
to exercise the same.
	 
	 	 	IN WITNESS whereof this instrument has been duly
executed as a deed this [•] day of
[•] 2009.










23









 











Page 24




	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 		 
	was hereunto affixed

	 	 	)	 	 
	in the presence of:

	 	 	)	 	 
	

	 	 		 	
Director	 






 





Witness Name:

Address:

Fax No.:

Attention:




 





Witness Name:

Address:

Fax No.:

Attention:




24









 





Page 25




SCHEDULE 4




Form of written resolution of directors



MIE HOLDINGS CORPORATION (the “Company”)



Written resolution of the board of directors of the Company




	 	 	TRANSFER OF SHARES
	 
	 	 	IT IS HEREBY RESOLVED THAT the following transfer of shares be approved:





	 	 	 	 	 	 	 	 	 
	Transferor	 	Transferee	 	 	Number and Class of Shares	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






	 	 	SHARE CERTIFICATES
	 
	 	 	IT IS HEREBY RESOLVED THAT on the transfer of the shares pursuant to the foregoing
resolutions, entries be made forthwith upon presentation of the form of transfer
notwithstanding any suspension of the registration of transfers in the Register of
Members and that upon the surrender to the Company of share certificates representing
the shares being transferred that they be cancelled and that any Director be
instructed to prepare, sign, seal and deliver on behalf of the Company share
certificates as follows:





	 	 	 	 	 	 	 	 	 
	Name	 	Class of Shares	 	 	Share Certificate Number	 
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	(Director) 	 	 
	 	Dated: 	 	 
	 
	 	 	 
	By:  	 	 	 
	 	(Director) 	 	 
	 	Dated: 	 	 
	 



25









 






Page 26




SCHEDULE 5




Form of Undertaking from the Company



MIE HOLDINGS CORPORATION


[•] 2009



TPG Star Energy Ltd.



Dear Sirs




MIE HOLDINGS CORPORATION (THE “COMPANY”)



We refer to the Series A Preferred Shares SPA dated ______, 2009 between, amongst others,
TPG Star Energy Ltd. and Far East Energy Limited (the “SPA”). We also refer to the Share
Charge dated [•] between Far East Energy Limited (the “Chargor”) and TPG Star Energy Ltd.
(the “Secured Party”) (the “Charge”) whereby, inter alia, the Chargor granted a charge over
the Charged Portfolio in favour of the Secured Party.



Capitalised words and expressions used in this letter which are not expressly defined herein
have the meanings ascribed to them in the Charge.



This letter of undertaking is given pursuant to Clause 3.1.7 of the Charge.



In consideration of the right of the Chargor referred to above and for other valuable
consideration receipt of which is hereby acknowledged, the Company hereby irrevocably and
unconditionally undertakes and covenants to register in the Company’s register of members
any and all share transfers to either or both of the Secured Party or their respective
nominees in respect of the Charged Portfolio submitted to the Company by or on behalf of the
Secured Party upon presentation of the form of transfer and notwithstanding any suspension
of the registration of transfers and pending such registration to recognise the irrevocable
proxy and power of attorney in the forms set out in Parts I and II of Schedule 3 (Forms of
Proxy and Power of Attorney) to the Charge.



EXECUTED AS A DEED under the common seal of the Company on [date].




	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 
	MIE
HOLDINGS CORPORATION

	 	 	)	 		 
	was hereunto affixed

	 	 	)	 	 
	in the presence of:

	 	 	)	 	 
	

	 	 		 	     
Director	 






 





Witness Name:




Address:

Fax No.:

Attention:




26









 






Page 27




SCHEDULE 6




The Shares



	 	 	 	 	 	 	 	 	 
	Name of	 	 	 	 	 	 	 	Par Share value of
	shareholder	 	Certificate Number	 	Number of Shares	 	each
	Far East Energy
Limited

	 	 	006	 	 	2,064,777 Ordinary Shares
	 	US$0.01






27









 






Page 28




EXECUTION PAGE



The
Chargor




	 	 	 	 	 	 
	The COMMON SEAL of
	 	)	 	 	 
	FAR EAST ENERGY LIMITED
	 	)	 		 
	was hereunto affixed
	 	)	 	 
	in the presence of:
	 	)	 	/s/ Ruilin Zhang 	 
	 
	 	 	 	Director

[Common Seal of Far East Energy Limited affixed]
	 






	 	 	 	 	 
	 	 
	/s/ Tian Liu
 	 	
	Witness
Name:  	Tian Liu  	 
	Address:  	19th Floor, Tower 1 of China Central Place,
Chaoyang District, Beijing	 
	Fax No.:
	+86 15969 5760
	 
	Attention: 	
	 
	 



28









 






Page 29



The Secured Party




Signed for and on behalf of

TPG STAR ENERGY LTD.




	 	 	 	 	 
	By:

 	 	 
	/s/ Clive D. Bode
 	 	 
	Address: 	 	 
	Fax No.:

Attention: 	 	 
	 




29