EX-10.26





Exhibit 10.26





 









 










	 	 	 	 	 
	

	 	 	 	CLIFFORD CHANCE PTE LTD
	 






EXECUTION COPY




DATED 26 JUNE 2009




FIRST AMENDMENT AND RESTATEMENT AGREEMENT




FAR EAST ENERGY LIMITED

as Seller



MIE HOLDINGS CORPORATION

as Company



MI ENERGY CORPORATION




and



STANDARD BANK PLC

as Buyer




 





RELATING TO AN

OPTION AGREEMENT

DATED 12 JANUARY 2009





 








 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page
	 
	 	 	 	 
	1.       Definitions And Interpretation

	 	 	1	 
	2.       Restatement

	 	 	1	 
	3.       Warranties

	 	 	2	 
	4.       Continuity And Further Assurance

	 	 	2	 
	5.       Fees, Costs And Expenses

	 	 	2	 
	6.       Miscellaneous

	 	 	2	 
	7.       Governing Law

	 	 	3	 
	 
	 	 	 	 
	Schedule 1            Restated Agreement

	 	 	4	 






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THIS DEED is made on 26 June 2009




BETWEEN:





	(1)	 	FAR EAST ENERGY LIMITED, a company organised under the laws of Hong Kong
(the “Seller”);
	 
	(2)	 	MIE HOLDINGS CORPORATION, an exempt company incorporated with limited
liability in the Cayman Islands (the “Company”);
	 
	(3)	 	MI ENERGY CORPORATION, an exempted company incorporated with limited
liability in the Cayman Island (“MIE”); and
	 
	(4)	 	STANDARD BANK PLC (the “Buyer”).





THE PARTIES AGREE as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Deed:
	 
	 	 	“Effective Date” means the date of “Completion” under the TPG SPA.
	 
	 	 	“Original Option Agreement” means the Option Agreement dated 12 January 2009 between the
Seller and the Buyer.
	 
	 	 	“Restated Agreement” means the Original Option Agreement, as amended by this Deed, the terms
of which are set out in Schedule 1 (Restated Agreement).
	 
	1.2	 	Incorporation of defined terms






	 	(a)	 	Unless a contrary indication appears, a term defined in the Restated
Agreement has the same meaning in this Deed.
	 
	 	(b)	 	The principles of construction set out in the Original Option Agreement shall
have effect as if set out in this Deed.






	1.3	 	Clauses
	 
	 	 	In this Deed any reference to a “Clause” or a “Schedule” is, unless the context otherwise
requires, a reference to a Clause or a Schedule to this Deed.
	 
	1.4	 	Third party rights
	 
	 	 	A person who is not a party to this Deed has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.
	 
	2.	 	RESTATEMENT
	 
	2.1	 	Restatement of the Original Option Agreement
	 
	 	 	With effect from the Effective Date and in consideration of the sum of $1 paid by the Buyer
to the Seller, the Company and MIE (the receipt and sufficiency of which is




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	 	 	acknowledged by the Seller, the Company and MIE) the Original Option Agreement shall be
amended and restated so that it shall be read and construed for all purposes as set out in
Schedule 2 (Restated Agreement.)






	3.	 	WARRANTIES
	 
	 	 	The Seller warrants to the Buyer that each Warranty is true, accurate and not misleading as
at the date of this Deed and as if references in any Warranty to “this Deed” are references
to this Deed.
	 
	4.	 	CONTINUITY AND FURTHER ASSURANCE
	 
	4.1	 	Continuing obligations
	 
	 	 	The provisions of the Original Option Agreement shall, save as amended by this Deed,
continue in full force and effect.
	 
	4.2	 	Further assurance
	 
	 	 	Each of the Seller, the Company and MIE shall, at the request of the Buyer and at its own
expense, do all such acts and things necessary or desirable to give effect to the
amendments effected or to be effected pursuant to this Deed.






	5.	 	FEES, COSTS AND EXPENSES






	5.1	 	Transaction expenses
	 
	 	 	The Seller shall promptly on demand pay the Buyer the amount of all costs and expenses
(including legal fees) reasonably incurred by the Buyer in connection with the negotiation,
preparation, printing and execution of this Deed and any other documents referred to in
this Deed.
	 
	5.2	 	Enforcement costs
	 
	 	 	The Seller shall, within three Business Days of demand, pay to the Buyer the amount of all
costs and expenses (including legal fees) incurred by the Buyer in connection with the
enforcement of, or the preservation of any rights under, this Deed.
	 
	5.3	 	Stamp taxes
	 
	 	 	The Seller shall pay and, within three Business Days of demand, indemnify the Buyer against
any cost, loss or liability that Finance Party incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of this Deed.
	 
	6.	 	MISCELLANEOUS
	 
	6.1	 	Incorporation of terms
	 
	 	 	The provisions of Clause 11 (Notices), Clause 12 (Governing Law and Jurisdiction), and
Clause 14 (Invalidity) of the Original Option Agreement shall be incorporated into this
Deed as if set out in full in this Deed and as if references in those clauses to “this
Deed” are references to this Deed.
	 
	6.2	 	Counterparts
	 
	 	 	This Deed 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 Deed.




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	7.	 	GOVERNING LAW
	 
	 	 	This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.




IN WITNESS WHEREOF, this Deed has been signed by the Buyer and duly executed as a deed by the
Seller, the Company and MIE and is intended to be and is hereby delivered by each of the Seller,
the Company and MIE as a deed on the date specified above.








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SCHEDULE 1

Restated Agreement











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	 	CLIFFORD CHANCE PTE LTD






DATED 12 JANUARY 2009

AMENDED AND RESTATED

ON THE FIRST EFFECTIVE DATE




FAR EAST ENERGY LIMITED

as Seller



MIE HOLDINGS CORPORATION

as Company and Company



MI ENERGY CORPORATION



and



STANDARD BANK PLC

as Buyer



 






OPTION AGREEMENT




 








   









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page
	 
	 	 	 	 
	1.       Interpretation

	 	 	1	 
	2.       Grant of Option to Buy Shares

	 	 	8	 
	3.       Exercise of Option

	 	 	9	 
	4.       Cancellation of Option

	 	 	9	 
	5.       Completion

	 	 	9	 
	6.       Payment of Option Price

	 	 	10	 
	7.       Warranties

	 	 	11	 
	8.       Undertakings

	 	 	11	 
	9.       Indemnities

	 	 	12	 
	10.     Put Option

	 	 	15	 
	11.      Covenants

	 	 	17	 
	12.     General

	 	 	19	 
	13.     Assignment

	 	 	19	 
	14.     Notices

	 	 	20	 
	15.     Governing Law and Jurisdiction

	 	 	21	 
	16.      Counterparts

	 	 	21	 
	17.      Invalidity

	 	 	21	 
	 
	 	 	 	 
	SCHEDULE 1       Form of Option Notice

	 	 	23	 
	SCHEDULE 2       Warranties

	 	 	24	 
	SCHEDULE 3       Completion Requirements

	 	 	25	 
	SCHEDULE 4       Form of Share Charge

	 	 	26	 






   









 





THIS DEED is made on 12 January 2009 and is amended and restated on the First Effective Date




BETWEEN:





	(1)	 	FAR EAST ENERGY LIMITED, a company organised under the laws of Hong Kong
(the “Seller”);
	 
	(2)	 	MIE HOLDINGS CORPORATION, an exempt company incorporated with limited
liability in the Cayman Islands (the “Company”);
	 
	(3)	 	MI ENERGY CORPORATION, an exempted company incorporated with limited
liability in the Cayman Islands (“MIE”); and
	 
	(4)	 	STANDARD BANK PLC (the “Buyer”).





THE PARTIES AGREE as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	In this Deed:
	 
	 	 	“2008 Accounts” means the audited financial statements of MIE as of 31 December 2008 as
certified by MIE’s accountants.
	 
	 	 	“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 and
(ii) with respect to the Seller and the Company, Affiliate shall include Zhang and Zhao and
each of their respective Affiliates.
	 
	 	 	“Allocable Indemnity Payment” means, in respect of any Put Share, an amount equal to (a) the
aggregate indemnity payments made by the Warrantors to the Buyer under this Deed which have
resulted in a reduction in the purchase price of the Put Shares in accordance with
International Financial Reporting Standards divided by (b) the total number of Put Shares
held by the Buyer.
	 
	 	 	“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
general business in Hong Kong and the People’s Republic of China.
	 
	 	 	“Completion” means completion of an exercise of the option to buy some or all of the Option
Shares in accordance with this Deed.




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	 	 	“Compliance with Financing Agreements” has the meaning given to it in Clause 10.1.3 (Put Option).
	 
	 	 	“Early Put Option Trigger Event” means any of the following events or circumstances:






	 	(a)	 	the FEEL Shareholders do not comply with any provision in Clause 2 of the
FEEL Shareholders Undertakings;
	 
	 	(b)	 	the Seller does not comply with any provision in Clause 13.3 of the
Shareholders’ Agreement;
	 
	 	(c)	 	the Seller or the Company does not comply with any provision in Clause 13.4
of the Shareholders’ Agreement; or
	 
	 	(d)	 	any of the Seller, the Company or MIE commences a voluntary case under
any applicable bankruptcy, insolvency, reorganization, rehabilitation,
compulsory composition or other similar law now or hereafter in effect, or
consents to the entry of an order for relief in an involuntary case under any
such law, or consents to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of any
of them or for any substantial part of its property, or ceases to carry on the
whole or substantially the whole of its business or makes any general
assignment for the benefit of creditors, or enters into any composition with its
creditors, or takes corporate action in furtherance of any such action.






	 	 	“Election Notice” has the meaning given to it in Clause 10.1.2 (Put Option).
	 
	 	 	“Encumbrance” means a mortgage, charge, pledge, assignment by way of security, lease, easement,
servitude, deposit arrangement, lien (statutory or other), option, restriction, financing or
similar statement or notice filed under any recording or notice statute, preference, right of first
refusal, right of pre-emption, third-party right or interest, other encumbrance or security
interest of any kind, or another type of preferential arrangement (including, without limitation, a
title transfer, retention arrangement, or conditional sale) having similar effect.
	 
	 	 	“Escrow Shares” has the meaning given to it in Clause 11.2.2 (Initial Public Offering).
	 
	 	 	“Fair Value” means the fair value of any Put Share as of the date of the Put Exercise Notice,
as agreed between the Buyer and the Seller, or in the absence of any such agreement within 15 days
of the date of the Put Exercise Notice, as determined (based on the assumption that the Put Shares
(or the Preferred Shares), on an as-converted basis, have the same per-share value as fully paid
up Ordinary Shares, and that the Company is a going concern and attributing no discount for the
fact that the Put Shares represent a minority interest) by an independent international evaluator
(who shall make such determination within 30 days after the date of selection, and whose decision,
in the absence of manifest error, shall be final and binding on the Buyer and




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	 	 	the Seller), mutually agreed between the Buyer and the Seller (or in the absence of such agreement,
selected by the Buyer from three independent international evaluators nominated by the Seller),
with significant experience in valuation of international oil and gas businesses and shall take
into account equity market comparables at the time on Recognised Stock Exchanges.






	 	 	“FEEL Shareholders” means Zhang, Zhao and Shang.
	 
	 	 	“FEEL Shareholders Undertakings” has the meaning given in the SPA.
	 
	 	 	“Final Completion” means the Completion following which the Option Value becomes $0.
	 
	 	 	“First Amendment and Restatement Deed” means the amendment and restatement deed dated 26
June 2009 between the parties hereto which amended and restated this Deed with effect from
the First Effective Date.
	 
	 	 	“First Effective Date” has the meaning given to such term in the First Amendment and Restatement
Deed.
	 
	 	 	“General Warranty Expiration Date” means the date falling on the earlier of (a) the expiration
date of the lock-up period applicable to the Buyer following the Qualified IPO and (b) the date
falling 36 months from the date of “Completion” (as defined in the TPG SPA).
	 
	 	 	“GOC” means Global Oil Corporation.
	 
	 	 	“Governmental Authority” means any national or local government (whether domestic or foreign), any
political subdivision thereof or any other governmental, quasi-governmental, juridical, public,
regulatory, legislative or statutory instrumentality, authority, body, agency, department, bureau
or entity (including any zoning authority or any comparable authority) or any arbitrator with
authority to bind a Person at law.
	 
	 	 	“Indemnity Cap” means an amount equal to 45% of the Option Value.
	 
	 	 	“Indonesia JVs” means:






	 	(a)	 	PT. MI Energy Indonesia, a limited liability company domiciled in Jakarta and
formed in 2007 by MIE, Sinofar Limited (a company domiciled in Singapore),
Mr. Zhang Huien, Mr. Zhang Ruilin and PT. Sartika Raya (a company
domiciled in Jakarta);
	 
	 	(b)	 	a joint venture established pursuant to a joint venture agreement dated May 3,
2007 between PT. MI Energy Indonesia and PT. Petro Muba;
	 
	 	(c)	 	a joint venture established pursuant to a joint venture agreement dated 2007
between PT. MI Energy Indonesia and Perusahaan Daerah Sarana
Pembangunan Muara Enim; and




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	 	(d)	 	PT. Excel Delight International Energy, a limited liability company domiciled in
Jakarta and formed in 2007 by MIE, Darfield International Limited, Zhang Huien, Zhang
Ruilin and PT. Sartika Raya.






“Instalment Purchase” has the meaning given to it in Clause 10.1.2 (Put Option).




“IPO Application Date” means the date on which an application is first submitted to a Recognised
Stock Exchange to list shares of the Company on such Recognised Stock Exchange in connection with
a proposed Qualified IPO, provided that at least 60 days prior to such date:




	 	(a)	 	the Buyer is given written notice of the Company’s intention to submit such
application on that date;
	 
	 	(b)	 	the Seller notifies the Buyer of the identity of its advisers in connection with
such proposed Qualified IPO; and
	 
	 	(c)	 	the Seller provides the Buyer with a timetable (agreed between the Company
and its advisers in connection with the proposed Qualified IPO) for the listing
of shares in the Company in connection with the proposed Qualified IPO,






and further provided that such application to the Recognised Stock Exchange is in fact submitted
on such date.




“IPO Return Deficiency” has the meaning given to it in Clause 11.2.1 (Initial Public Offering).




“Losses” means any damages, deficiencies, losses (including loss of value of the Option Shares
purchased by the Buyer pursuant to this Deed), costs, liabilities and expenses.




“Microbes” means Microbes, Inc.




“Option” means the rights granted to the Buyer by Clause 2 (Grant of Option to Buy Shares).




“Option Notice” means a written notice in the form (or substantially the form) set out in Schedule
1 from the Buyer to the Seller exercising the Option pursuant to Clause 2 (Grant of Option to Buy
Shares).




“Option Period” means the period commencing on and from (i) in the case of paragraphs (a) and (b)
below, the date falling six months from the date of this Deed, and (ii) in the case of paragraph
(c) below, the date of this Deed, to and including the earliest of:




	 	(a)	 	the day preceding the date falling 36 months after the SPA Completion;
	 
	 	(b)	 	the date falling 30 days prior to the IPO Application Date; and






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	 	(c)	 	the date falling two months after the consummation of the Preferred Shares
Transaction.






	 	 	“Option Price” means an amount in dollars calculated based on the following formula:





Requested Shares x Strike Price





	 	 	“Option Shares” means the Ordinary Option Shares or the Preferred Option Shares, as the case may
be.
	 
	 	 	“Option Value” means, at any time, $8,000,000 less the aggregate of the Option Prices paid by the
Buyer to the Seller in connection with each Completion prior to such time.
	 
	 	 	“Ordinary Shares” means the ordinary shares of the Company, par value $0.01 each.
	 
	 	 	“Ordinary Option Shares” means, at any time, the number of Ordinary Shares calculated on the basis
of the following formula:





Option Value

 Ordinary Shares Strike Price







	 	 	rounded up to the nearest share.
	 
	 	 	“Ordinary Shares Strike Price” means $26.00.
	 
	 	 	“Party” means a party to this Deed and “Parties” means all of them.
	 
	 	 	“Per Share IPO Price” has the meaning given to it in Clause 11.2.1 (Initial Public Offering).
	 
	 	 	“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.
	 
	 	 	“PRC” means the People’s Republic of China.
	 
	 	 	“Preferred Shares” means the first series of preferred shares of the Company purchased and sold in
a Preferred Shares Transaction.
	 
	 	 	“Preferred Option Shares” means, at any time, the number of Preferred Shares calculated on the
basis of the following formula:





Option Value

Preferred Shares Strike Price






	 	 	rounded up to the nearest share.
	 
	 	 	“Preferred Shares Strike Price” means the purchase price per Preferred Share under the Preferred
Shares Transaction.




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	 	 	“Preferred Shares Transaction” means the first sale and purchase of Preferred Shares in the
Company after the date of this Deed, provided that the aggregate purchase price for such Preferred
Shares is not less than $20,000,000 and further provided that such sale and purchase is completed
on or prior to the date falling 30 days prior to the IPO Application Date.
	 
	 	 	“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation, or suit
(whether civil, criminal, administrative, investigative, or informal) commenced, brought,
conducted, or heard by or before, or otherwise involving, any Governmental Authority or
arbitrator.
	 
	 	 	“Put Exercise Notice” has the meaning given to it in Clause 10.1.1 (Put Option). 
	 
	 	 	“Put Option”
has the meaning given to it in Clause 10.1.1 (Put Option).
	 
	 	 	“Put Option Period” means the period commencing on the earlier of (i) the day following the date
falling 24 months after “Completion” (as defined in the TPG SPA) and (ii) date of the occurrence
of an Earlier Put Option Trigger Event and ending on the earlier of (A) the day following the date
falling 60 months after “Completion” (as defined in the TPG SPA) and (B) the closing date of the
Qualified IPO in accordance with the provisions of Clause 11.2 (Initial Public Offering) of this
Agreement.
	 
	 	 	“Put Price” means a price per Put Share equal to the greater of:






	 	(a)	 	the Fair Value of such Put Share as of the date of the Put Exercise Notice; and
	 
	 	(b)	 	an amount equal to the sum of (i) the difference between the aggregate of the Option Prices
paid by the Buyer to the Seller in connection with each Completion under this Deed divided by
the number of Preferred Shares issued to or purchased by the Buyer in connection with all
Completions under this Deed plus (ii) 15% per annum on such amount compounded on an annual
basis from the date of the relevant Completion on which such Put Share was issued or purchased
through the date of the Put Exercise Notice (such greater amount, the “Base Put Amount”),




less:





	 	(i)	 	the aggregate amount of any and all distributions made in respect of such Put
Share plus 15 % per annum from the date of such distribution compounded on an annual
basis through the date of the Put Exercise Notice






less:




	 	(ii)	 	the Allocable Indemnity Payment in respect of such Put Share plus 15% per annum from the date
of such payment compounded on an annual basis through the date of the Put Exercise Notice,




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	 	 	 	plus interest on the Base Put Amount at 15% per annum compounded on an annual basis from the date
of the Put Exercise Notice through the date on which such Put Shares are purchased and fully paid.






	 	 	“Put Purchase Date” has the meaning given to it in Clause 10.1.2 (Put Option). 
	 
	 	 	“Put Return
Deficiency” has the meaning given to it in Clause 10.1.3 (Put Option).
	 
	 	 	“Put Return Deficiency Payment Date” has the meaning given to it in Clause 10.1.3 (Put Option).
	 
	 	 	“Put Shares” has the meaning given to it in Clause 10.1.1 (Put Option).
	 
	 	 	
“Qualified IPO” has the meaning given in the SPA.

	 
	 	 	
“Recognised Stock Exchange” has
the meaning given in the SPA.
	 
	 	 	“Refinancing Letter Agreement” means a letter agreement dated 19 June 2009 among MIE, the Company,
FEEL and TPG.
	 
	 	 	“Restated Articles” means the Amended and Restated Memorandum and Articles of the Company, in the
form set out in Exhibit A to the amendment agreement to the SPA dated 24 June 2009.
	 
	 	 	“Requested Shares” has the meaning given to it in Clause 3.2 (Exercise of Option).
	 
	 	 	“SAFE” means the State Administration of Foreign Exchange of the PRC including its successors.
	 
	 	 	“SB Anticipated IPO Return” has the meaning given to it in Clause 11.2.1 (Initial Public
Offering).
	 
	 	 	“Shang” means Shang Zhiguo, PRC passport number G18197033.
	 
	 	 	“Share Charge” has the meaning given to it in Clause 11.1 (Security for claims).
	 
	 	 	“Shareholders’ Agreement” has the meaning given in the SPA.
	 
	 	 	“Shares” means the Ordinary Shares and any other shares of the Company, whether fully or partly
paid.
	 
	 	 	“Single Purchase” has the meaning given to it in Clause 10.1.2 (Put Option).
	 
	 	 	“SPA” means the shares purchase agreement dated 12 January 2009 and entered into between the
Buyer, Zhang Ruilin, Zhao Jiangwei, Shang Zhiguo and the Seller in relation to the sale by the
Seller and the purchase by the Buyer of 197,049 ordinary shares in the capital of the Company, as
the same may be amended, restated, consolidated, supplemented, novated or replaced from time to
time.
	 
	 	 	“SPA Completion” has the meaning given to “Completion” in the SPA.

	 
	 	 	“Specific
Indemnities” has the meaning given to it in Clause 9.1.




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	 	 	“Standard Bank Facility” means the Borrowing Base Facility Agreement dated 29 October 2007
by and between MIE, Standard Bank Asia Limited, as Arranger, Agent, Security Trustee and
Technical Bank, Standard Bank PLC as the Offshore Account Bank and the Original Lenders (as
such term is defined therein), as amended, and any agreement to renew, replace or repay any
amounts outstanding under the Standard Bank Facility pursuant to the Refinancing Letter
Agreement.
	 
	 	 	“Strike Price” means the Ordinary Shares Strike Price or the Preferred Shares Strike Price,
as the case may be.
	 
	 	 	“Third Party Claim” has the meaning given to it in Clause 9.2.1 (Procedure for
Indemnification (Third Party Claims)).
	 
	 	 	“TPG” means TPG Star Energy Limited, an exempted company incorporated with limited
liability in the Cayman Islands, and/or one or more of its Affiliates.
	 
	 	 	“TPG SPA” means the Series A Preferred Shares Subscription and Put Option Agreement dated
as of June 19, 2009 by and among TPG, the Seller, the Company and MIE.
	 
	 	 	“Unpaid IPO Return Deficiency Amount” has the meaning given to it in Clause 11.2.2 (Initial
Public Offering).
	 
	 	 	“Warrantors” means the Company and the Seller.
	 
	 	 	“Warranty” means a statement contained in Schedule 2 and “Warranties” means all those
statements.
	 
	 	 	“Zhang” means Zhang Ruilin, PRC passport number G18206054. 
	 
	 	 	“Zhao”
means Zhao Jiangwei, PRC passport number G11875117.
	 
	1.2	 	In this Deed, a reference to:






	 	1.2.1	 	a Clause, paragraph or Schedule, unless the context otherwise requires, is a
reference to a clause or paragraph of, or schedule to, this Deed;
	 
	 	1.2.2	 	a reference to any agreement or document is a reference to that agreement or
document as amended, restated, consolidated, supplemented, novated or replaced from
time to time; and
	 
	 	1.2.3	 	“$” and “dollars” denote the lawful currency of the United States of America.






	1.3	 	The headings in this Deed do not affect its interpretation.
	 
	2.	 	GRANT OF OPTION TO BUY SHARES
	 
	2.1	 	In consideration of the sum of $1 (the sufficiency of which the Seller hereby acknowledges),
the Seller irrevocably grants to the Buyer an option to buy and to require the Seller to
transfer to the Buyer (and/or such person(s) as the Buyer directs) (i) if the Company does not
issue any Preferred Shares pursuant to a Preferred Shares




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	 	 	Transaction during the Option Period, all or any of the Ordinary Option Shares, or (ii) if
the Company issues any Preferred Shares pursuant to a Preferred Shares Transaction during
the Option Period, any or all of the Preferred Option Shares.






	2.2	 	The Option Shares shall be sold with full title guarantee free from any Encumbrance and with
all rights attaching to the Option Shares at the date of the relevant Completion.
	 
	3.	 	EXERCISE OF OPTION
	 
	3.1	 	The Option may be exercised only by the delivery by the Buyer to the Seller of an Option
Notice at any time during the Option Period.
	 
	3.2	 	The Option Notice must specify the date of Completion, which must be a Business Day not less
than three Business Days after the delivery of the relevant Option Notice (notwithstanding
that such Business Day may fall outside the Option Period) and the number of Option Shares to
which the Option Notice relates (the “Requested Shares”).
	 
	3.3	 	The Option may be exercised by the Buyer in whole or in part and, if in part, on any number
of occasions.
	 
	3.4	 	For the avoidance of doubt, the total number of outstanding Shares shall not change as a
result of the transactions contemplated under Clause 2 (Grant of option to buy Shares) or this
Clause 3.
	 
	4.	 	CANCELLATION OF OPTION
	 
	 	 	If the Buyer has not submitted an Option Notice prior to such time, the Option shall be
automatically cancelled in full on the last day of the Option Period.
	 
	5.	 	COMPLETION
	 
	5.1	 	Completion shall take place by 3.00 p.m. on the date specified in the Option Notice at the
offices of the Buyer’s legal advisers, or at another time or place agreed by the Seller and
the Buyer.
	 
	5.2	 	At Completion:






	 	5.2.1	 	the Seller shall deliver to the Buyer the documents specified in Schedule 3
(Completion Requirements);
	 
	 	5.2.2	 	the Seller shall sign all documents and take all other action necessary to
enable the Buyer (and/or such other person as the Buyer directs) to become the
registered and beneficial owner of the Requested Shares being transferred to the Buyer
(and/or such other person as the Buyer directs) including, without limitation, the use
of the voting and other rights arising by its holding of shares in the capital of the
Company and to ensure that the Buyer’s (and/or such other person’s) name is entered in
the register of members of the Company as the holder of those Requested Shares; and




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	 	5.2.3	 	the Buyer shall pay the Option Price to the Seller in accordance with
Clause 6 (Payment of Option Price).






	5.3	 	The Buyer is not obliged to pay the Option Price unless:






	 	5.3.1	 	the Seller complies with all of its obligations under this Clause 5 and
Schedule 3 (Completion Requirements);
	 
	 	5.3.2	 	the transfer to the Buyer (and/or such other person as the Buyer directs) of
all of the relevant Requested Shares is completed simultaneously; and
	 
	 	5.3.3	 	all such consents and/or waivers as may be required under any applicable laws
and/or the Finance Documents for the transfer of the relevant Requested Shares to the
Buyer (and/or such other person as the Buyer directs) have been obtained in form and
substance satisfactory to the Buyer.






	5.4	 	If Completion does not take place on the date set for Completion pursuant to Clause 5.1
because the Seller fails to comply with any of its obligations under this Clause 5 (whether or
not such failure amounts to a repudiatory breach), the Buyer may, by notice to the Seller:






	 	5.4.1	 	proceed to Completion to the extent reasonably practicable (but if the Buyer
exercises its option pursuant to this Clause 5.4.1, completion of the purchase of some
of the Requested Shares does not affect the Buyer’s rights in connection with the other
Requested Shares); or
	 
	 	5.4.2	 	postpone Completion to a date not more than ten Business Days after the date
set for Completion in Clause 5.1 (notwithstanding that such date may fall outside the
Option Period); or
	 
	 	5.4.3	 	terminate this Deed; or
	 
	 	5.4.4	 	revoke the relevant Option Notice, in which case the Requested Shares
specified in such Option Notice shall remain subject to the Option and may be included
in a new Option Notice.






	5.5	 	If the Buyer postpones Completion to another date in accordance with Clause 5.4.2, the
provisions of this Deed apply as if that other date is the date set for Completion in Clause
5.1.
	 
	5.6	 	If the Buyer terminates this Deed pursuant to Clause 5.4.3 or Clause 7 (Warranties), each
Party’s further rights and obligations cease immediately on termination, but termination does
not affect a Party’s accrued rights and obligations at the date of termination.
	 
	6.	 	PAYMENT OF OPTION PRICE
	 
	 	 	The Buyer shall pay the Option Price in cash into an account in the Seller’s name (as
notified by the Seller to the Buyer) for value on the date of the relevant Completion.




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	7.	 	WARRANTIES
	 
	7.1	 	The Seller warrants to the Buyer that each Warranty is true, accurate and not misleading at
the date of this Deed. On and immediately before Completion, the Seller is deemed to warrant
to the Buyer that each Warranty is true, accurate and not misleading by reference to the facts
and circumstances at the date of Completion. For this purpose an express or implied reference
in a Warranty to the “date of this Deed” is to be construed as a reference to the “date of
Completion”.
	 
	7.2	 	The Seller acknowledges that the Buyer is entering into this Deed in reliance on each
Warranty which has also been given as a representation and with the intention of inducing the
Buyer to enter into this Deed.
	 
	7.3	 	Between the date of this Deed and Final Completion, the Seller shall notify the Buyer
immediately if it becomes aware of any fact or circumstance which constitutes or which would
or might constitute a breach of Clause 7.1 or which would or might cause a Warranty to be
untrue, inaccurate or misleading if given in respect of the facts or circumstances at the date
the Seller becomes aware of the same.
	 
	7.4	 	If, at any time before Final Completion, the Buyer considers that the Seller is in breach of
any provision of this Deed (whether or not such breach amounts to a repudiatory breach) or if
the Seller gives a notice under Clause 7.3, the Buyer may, in its discretion, elect to proceed
to Completion in respect of all or any of the Option Shares by delivery of an Option Notice or
Option Notices in accordance with Clause 3 (Exercise of Option) or terminate this Deed.
	 
	7.5	 	If the Buyer terminates this Deed pursuant to Clause 7.4, the Seller shall indemnify the
Buyer, and keep the Buyer indemnified, on demand against all its costs, liabilities,
obligations, damages, expenses and losses however arising which the Buyer may suffer or incur
by reason of any breach of any provisions of this Deed by the Seller.
	 
	7.6	 	Each Warranty is to be construed independently and (except where this Deed provides
otherwise) is not limited by a provision of this Deed or another Warranty.
	 
	8.	 	UNDERTAKINGS
	 
	 	 	Until Final Completion, the Seller shall not (without having first obtained the Buyer’s
written consent):






	 	(a)	 	sell, transfer or otherwise dispose of any interest in any of the Option Shares
or any right attaching to the Option Shares (except as required pursuant to this Deed);
or
	 
	 	(b)	 	create or allow to be created any Encumbrance over the Option Shares (except
pursuant to the Transaction Security).




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	9.	 	INDEMNITIES
	 
	9.1	 	Specific Indemnities
	 
	 	 	Subject to and as from each Completion, the Warrantors shall jointly and severally
indemnify and hold harmless the Buyer from and against any Losses whether arising before or
after such Completion to the extent resulting from:






	 	9.1.1	 	any claims made pursuant to or in connection with the Amendment to Stock
Purchase Agreement dated as of 19 May 2008 by and among Microbes, MIE and the Seller
against the Company or MIE (other than any claim that the Company did not loan to the
Seller $20,000,000 in time to enable the Seller to meet the payment amount payable
under such agreement), including Losses accrued against MIE prior to the date
of the First Amendment and Restatement Deed, and all other claims by Microbes against
the Company, MIE or the Buyer relating to Microbes’ investment in MIE. Any payment
made by MIE or the Company to Microbes (or its affiliated parties) shall be applied
against, and result in a reduction of, MIE’s liability vis-à-vis the Seller;
	 
	 	9.1.2	 	the arbitration proceedings brought by GOC on 14 May 2003 and 27 April 2004,
respectively, in relation to an operating agreement entered into between Microbes and
GOC dated 25 September 2000 and the subject matter of those proceedings;
	 
	 	9.1.3	 	Fullfame Enterprise Ltd.’s previous shareholding in MIE, including but not
limited to its rights to disproportionate dividend distributions and other governance
rights or otherwise, any rights granted pursuant to the cooperation agreement and the
share transfer agreement between the Seller, MIE and Fullfame Enterprise Ltd. dated
30 June 2005 and 22 September 2005 respectively, and any claims brought by current or
previous holders or beneficial owners of shares in, or directors of, Fullfame
Enterprise Ltd. (or by anyone who alleges to be such a person);
	 
	 	9.1.4	 	any contravention of laws or regulation in the PRC by MIE or the Seller
relating to loans, guarantees given by Zhang, debt settlements, or transactions having
similar effect made between MIE, the Company, the Seller and/or Zhang or any other
national or resident of the PRC;
	 
	 	9.1.5	 	the failure or delay by the Company or MIE or any of the current or previous
holders or owners of shares or other securities in the Seller, the Company or MIE in
obtaining any required SAFE registrations or approvals (including roundtripping
approvals);
	 
	 	9.1.6	 	any claim for taxes of MIE (which term shall cover taxes and duties of any
kind, amounts withheld on account of taxation of any person, social security charges
and similar, fines and late payment interest charges and penalties, duties, and
claw-back of relief previously granted) that were incurred, or






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	 	 	 	which relate to any period, prior to the date of any Completion and not paid
by MIE before such date, save to the extent provided for as a specific accrual in
the 2008 Accounts or in any management accounts relating to a period after 31
December 2008 which have been provided to the Buyer prior to the date of the First
Amendment and Restatement Deed and save for taxation accruing in the ordinary
course on MIE’s trading activities undertaken since 31 December 2008; and
	 
	 	9.1.7	 	MIE’s direct or indirect interests in any of the Indonesia JVs, including but
not limited to any claims against MIE in relation to (i) any operations, business,
assets, liabilities or obligations of any of the Indonesia JVs, (ii) MIE’s obligation
to provide any funds or financial assistance of any kind to any of the Indonesia JVs
or any third parties in connection with MIE’s investment in the Indonesia JVs and/or
(iii) any termination, liquidation or winding-up of MIE’s direct or indirect interests
in any of the Indonesia JVs






	 	 	(collectively, the “Specific Indemnities”); provided, however, that the Warrantors shall
have no obligation to indemnify or hold harmless the Buyer for any such claims to the
extent that the aggregate amount of Losses in respect of (i) the Specific Indemnities for
which the Warrantors would otherwise be liable and (ii) any breach of the Warranties
exceeds the Indemnity Cap.






	9.2	 	Procedure for Indemnification (Third Party Claims)






	 	9.2.1	 	If the Buyer receives written notice of the commencement of any Proceeding by
a third party (a “Third Party Claim”), and the Buyer intends to seek indemnity
pursuant to this Clause 9, the Buyer shall as promptly as practicable provide each
Warrantor with notice in writing of the Third Party Claim; provided, however, that no
delay on the part of the Buyer in notifying such Warrantor will relieve such Warrantor
from any obligation hereunder unless (and then solely to the extent) such Warrantor is
materially and actually prejudiced as a result thereof. Such Warrantor shall be
entitled to assume the defence of such Third Party Claim at its own expense; provided
that such Warrantor shall not be entitled to assume the defence of a Third Party Claim
to the extent that the Buyer reasonably determines that it has defences, claims or
positions that are unique, separate or distinct from the defences, claims or positions
that might be available to other Persons relating to such Third Party Claim (such as
jurisdictional defences). Such defence shall be conducted through counsel selected by
such Warrantor, which counsel shall be satisfactory to the Buyer. Should such
Warrantor so elect to assume the defence of a Third Party Claim, such Warrantor will
not be liable to the Buyer for any legal or other expenses subsequently incurred by
the Buyer in connection with the defence thereof. If such Warrantor is conducting the
defence of the Third Party Claim, the Buyer shall be entitled, at its own expense, to
retain separate counsel and participate in the defence of such Third




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	 	 	 	Party Claim. Such Warrantor will keep the Buyer informed of all material
developments relating to or arising in connection with such Third Party Claim.






	 	9.2.2	 	In the event that (i) the relevant Warrantor(s) fail to so assume the defence
of any Third Party Claim within 30 days after receipt of notice thereof from the Buyer,
(ii) the relevant Warrantor(s) and the Buyer are both parties to or subjects of the
proceedings and the Buyer shall have reasonably concluded that representation of both
parties by the same counsel would be inappropriate due to an actual or potential
conflict of interest between them or (iii) in any event, to the extent the Third Party
Claim seeks an order, injunction, non-monetary or other equitable relief against the
Buyer which, in the reasonable judgment of the Buyer, if successful, is reasonably
likely to establish a precedential custom or practice that is materially detrimental to
the continuing business interests of the Buyer, the Buyer shall have the right to
undertake the defence of such Third Party Claim and, if such Third Party Claim is one
for which the Buyer is entitled to be indemnified under this Clause 9, such defence of
such Third Party Claim shall be at the expense and for the account of the Warrantors.
	 
	 	9.2.3	 	Each Warrantor shall be required to obtain the prior written consent of the
Buyer (such consent not to be unreasonably withheld, delayed or conditioned) before
consenting to any judgment, entering into or making any settlement, compromise or
discharge of any Third Party Claim or any liability in respect thereof.
	 
	 	9.2.4	 	Each Warrantor shall not be entitled to control (but shall be entitled to
participate at its own expense in) the defence of any Third Party Claim as to which
such Warrantor fails to assume the defence within 30 days after receipt of notice
thereof from the Buyer; provided, however, that the Buyer shall make no settlement,
compromise, discharge, admission, or acknowledgment that would give rise to any
liability on the part of any Warrantor without the prior written consent of such
Warrantor (such consent not to be unreasonably withheld, delayed or conditioned).
	 
	 	9.2.5	 	The reimbursement of fees, costs and expenses required by this Clause 9 shall
be made by periodic payments during the course of the investigation or defence, as and
when bills are received or expenses incurred.






	9.3	 	Procedure for Indemnification (Direct Claims)
	 
	 	 	In any case in which the Buyer seeks indemnification hereunder which is not subject to
Clause 9.2 (Procedure for Indemnification (Third Party Claims ))because no Third Party
Claim is involved, the Buyer shall notify each Warrantor in writing as promptly as
reasonably practicable of any Losses which the Buyer claims are subject to indemnification
under the terms hereof. The failure of the Buyer to exercise promptness in such
notification shall not amount to a waiver of such claim unless and




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	 	 	to the extent the resulting delay materially and actually prejudices the position of such
Warrantor with respect to such claim.






	10.	 	PUT OPTION






	10.1	 	Put Option






	 	10.1.1	 	At any time during the Put Option Period, the Buyer shall have the option,
exercisable in its sole discretion and exercisable only once (the “Put
Option”), to require the Seller to purchase some or all of the Option Shares purchased
by the Buyer pursuant to this Deed (the “Put Shares”) and then owned by the Buyer (at
the Put Price multiplied by the applicable number of Put Shares) by delivering written
notice thereof to the Seller (with a copy to MIE and the Company) (the “Put Exercise
Notice”) specifying the number of Put Shares to be purchased. The Seller shall pay the
aggregate Put Price for the Put Shares to the Buyer in full within one year of the date
of the Put Exercise Notice. MIE and the Company shall be jointly and severally liable
with the Seller for the obligations of the Seller set forth in this Clause 10.
	 
	 	10.1.2	 	Upon delivery by the Buyer of the Put Exercise Notice, the Seller shall elect whether
it wishes to purchase the Put Shares (i) in one instalment (a “Single Purchase”) or
(ii) in three evenly spaced instalments (with the instalments being as nearly as
practicable of equal numbers of Put Shares and the final instalment being on a date no
later than one year after the date of the Put Exercise Notice) (an “Instalment
Purchase”). The first instalment in an Instalment Purchase shall be made no later
than 90 days after the date of the Put Exercise Notice.
	 
	 	 	 	No later than 10 days after the date of the Put Exercise Notice, the Seller shall
notify the Buyer by written notice (the “Election Notice”) of (x) the election of
a Single Purchase or an Instalment Purchase, (y) if the Seller elects an
Instalment Purchase, the dates of each instalment (each, a “Put Purchase Date”)
and the number of Put Shares to be purchased on each Put Purchase Date, and (z)
the time and place in Beijing for the closing of the sale and purchase of the Put
Shares to be sold on each Put Purchase Date.
	 
	 	 	 	No later than five days after the date on which the Put Price must be finally
determined in accordance with this Deed, the Seller shall notify the Buyer by
written notice of the Put Price payable on each Put Purchase Date, together with
details of the method of calculation of the Put Price.
	 
	 	 	 	If the Seller elects a Single Purchase or an Election Notice is not given in
accordance with the foregoing provisions, the Seller shall be deemed to have
elected a Single Purchase on such date (which shall be treated as the Put Purchase
Date but which shall not be later than five days after the date on which the Put
Price must be finally determined in accordance with this Deed) and at such time
and place in Beijing as the Buyer shall notify the Seller (with a copy to MIE and
the Company).




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	 	10.1.3	 	Notwithstanding any other provisions in this Deed, if the aggregate Put
Price for the Put Shares has not been paid to the Buyer in full within one year
after the date of the Put Exercise Notice:






	 	(a)	 	the Buyer shall first sell, transfer or assign any
unpurchased Put Shares to any third party notwithstanding the provisions in
Clauses 2.1, 2.2, and 2.3 of the Shareholders’ Agreement;
	 
	 	(b)	 	if the net proceeds from the sale by the Buyer of unpurchased
Put Shares are less than the aggregate Put Price of the unpurchased Put Shares
plus any additional Losses the Buyer may incur as a result of such failure by
MIE, the Company and/or the Seller to pay the aggregate Put Price of the
unpurchased Put Shares (such deficiency, the “Put Return
Deficiency”), the Buyer’s rights under the Share Charges shall then become
immediately enforceable solely for the purpose of recovering the amount of the
Put Return Deficiency, including but not limited to the right to exercise the
power of sale and all other powers, rights and benefits conferred by law and
the Share Charges; and
	 
	 	(c)	 	if the net proceeds recovered pursuant to paragraph (b) above
are insufficient for the Buyer to recover the Put Return Deficiency, then the
Seller, MIE and the Company shall jointly and severally indemnify the Buyer
for the unpaid amount of the Put Return Deficiency (the date on which any such
unpaid amount is paid to the Buyer, the “Put Return Deficiency Payment Date”),
to the extent that any of the Seller, MIE and the Company has from time to
time lawfully available funds to do so and that it will be in compliance
(after paying such unpaid amount) with all of the terms of the Standard Bank
Facility under which it has outstanding obligations on the relevant Put Return
Deficiency Payment Date (“Compliance with Financing Agreements”) provided,
that if any of the Seller, MIE and the Company does not fulfil its obligations
to pay any part of such unpaid amount of the Put Return Deficiency on the
relevant Put Return Deficiency Payment Date as a result of the application of
the restrictions set forth in this paragraph (c), it shall remain subject to
the obligation to pay the balance of the Put Return Deficiency as soon as it
is able to pay in a manner that complies with such restrictions.






	10.2	 	Completion






	 	10.2.1	 	A Put Share shall only be transferred to the Seller if and to the extent that the
relevant Put Price for such Put Share has been paid in full, and until payment of the
relevant Put Price has been made in full, the Buyer shall maintain all its right, title
and interest in such Put Share.
	 
	 	10.2.2	 	On or before the relevant Put Purchase Date, the Buyer shall surrender the
certificate or certificates representing the Put Shares to be purchased on such




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	 	 	 	Put Purchase Date (or, if the Buyer 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 Seller, MIE or the Company, in the manner and at the
place designated in the Election Notice against payment in full of the relevant
Put Price in immediately available funds to the order of the Buyer. In the event
that less than all of the Preferred Shares represented by a certificate are
purchased, a new certificate representing the balance of the unsold Preferred
Shares shall promptly be issued to the Buyer by the Company and a certificate for
the Put Shares so purchased shall be issued to the Seller, MIE or the Company (as
the case may be).






	11.	 	COVENANTS
	 
	11.1	 	Security for Claims.
	 
	 	 	At each Completion, the Seller shall charge by way of first ranking charge a number of
Ordinary Shares equal in number to 96.226446% of the number of Preferred Shares the Buyer
purchases at such Completion (rounded off to the nearest Ordinary Share), in the form
attached hereto as Schedule 4 (Form of Share Charge) (or in such other form as may be
acceptable to the Buyer), in favour of the Buyer (each such first ranking charge, a “Share
Charge”) as security for the indemnities contained in Clauses 9 (Indemnities) and 10 (Put
Option). The foregoing security shall be released at the later to occur of (i) the General
Warranty Expiration Date, (ii) the final settlement of all claims from the Buyer which may
be outstanding on such General Warranty Expiration Date in respect of the indemnities under
Clauses 9 (Indemnities), and (iii) the payment of the Put Return Deficiency.
	 
	11.2	 	Initial Public Offering






	 	11.2.1	 	If the final price per Ordinary Share of the Company in the Qualified IPO (the “Per
Share IPO Price”) multiplied by the total number of Ordinary Shares which the Buyer
would hold (on an as-converted basis in accordance with the Restated Articles) upon
the Qualified IPO is less than the sum of (i) the difference between the aggregate of
the Option Prices paid by the Buyer to the Seller in connection with each Completion
under this Deed, plus (ii) 30% per annum on such amount compounded on an annual basis
from the date of the relevant Completion through the closing date of the Qualified IPO
(the “SB Anticipated IPO Return”), the Company shall compensate the Buyer for such
deficiency (the “IPO Return Deficiency”). MIE and the Seller shall be jointly and
severally liable with the Company for the obligations of the Company set forth in this
Clause 11.2.
	 
	 	11.2.2	 	The obligations of the Company, MIE and/or the Seller to compensate the Buyer
for the IPO Return Deficiency shall be satisfied in the following manners and order of
priority:




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	 	(a)	 	first, prior to the execution of the underwriting agreement, the Company and/or MIE
shall pay in cash an amount equal to the IPO Return Deficiency plus any costs and expenses
of the escrow account in an escrow account for the benefit of the Buyer with an escrow agent
which shall be irrevocably instructed to transfer the IPO Return Deficiency amount by wire
transfer of immediately available funds in dollars to an account specified by the Buyer
immediately upon the closing of the Qualified IPO without the need for any further action or
instruction on the part of any Person;
	 
	 	(b)	 	second, if any of the IPO Return Deficiency amount is not paid to the escrow account in
accordance with paragraph (a) above prior to the execution of the underwriting agreement (the
“Unpaid IPO Return Deficiency Amount”), the Seller shall, prior to the execution of the
underwriting agreement, pay in cash an amount equal to the Unpaid IPO Return Deficiency Amount
(or in lieu thereof or in combination therewith, deposit the number of Ordinary Shares
equal to the Unpaid IPO Return Deficiency Amount divided by the Per Share IPO Price (rounded
up to the nearest share, the “Escrow Shares”) along with all transfer documents reasonably
requested by the Buyer or the escrow agent to effect the transfer of a valid and marketable
title in the Escrow Shares to the Buyer in accordance therewith) plus any costs and expenses
in escrow for the benefit of the Buyer with an escrow agent which shall be irrevocably
instructed to transfer the Unpaid IPO Return Deficiency Amount or the Escrow Shares to the
Buyer (or any nominees nominated by the Buyer) immediately upon closing of the Qualified IPO
without the need for any further action or instruction on the part of any Person;
	 
	 	(c)	 	third, if any of the IPO Return Deficiency amount is not paid to the escrow account in
accordance with paragraph (a) and/or (b) above prior to the execution of the underwriting
agreement, the Company shall (x) include in the underwriting agreement a provision stating
that part of the proceeds from the Qualified IPO equal to the Unpaid IPO Return Deficiency
Amount plus any costs and expenses of the escrow account shall be placed in an escrow account
for the benefit of the Buyer with an escrow agent acceptable to the Buyer which shall be
irrevocably instructed to transfer the Unpaid IPO Return Deficiency Amount by wire transfer of
immediately available funds in dollars to an account specified by the Buyer immediately upon
the closing of the Qualified IPO without the need for any further action or instruction on the
part of any Person, and (y) undertake to and with the other parties to the underwriting
agreement to do all things reasonably within its power which are necessary or reasonably
desirable to give full effect to the provision in the underwriting agreement referred to in
sub-paragraph (x) above.




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	 	11.2.3	 	The Company, MIE and/or the Seller shall bear any and all costs and
expenses of any escrow account or escrow agent referred to in this Clause 11.2.
The Buyer shall select the escrow agent referred to in this Clause 11.2 (upon
reasonable consultation with the Company).






	12.	 	GENERAL
	 
	12.1	 	A variation of this Deed is valid only if it is in writing and signed by or on behalf of each
Party.
	 
	12.2	 	The failure to exercise or delay in exercising a right or remedy provided by this Deed or by
law does not impair or constitute a waiver of the right or remedy or an impairment of or a
waiver of other rights or remedies. No single or partial exercise of a right or remedy
provided by this Deed or by law prevents further exercise of the right or remedy or the
exercise of another right or remedy.
	 
	12.3	 	The Buyer’s rights and remedies contained in this Deed are cumulative and not exclusive of
rights or remedies provided by law.
	 
	12.4	 	Each date, time or period referred to in this Deed is of the essence. If the Parties agree
in writing to vary a date, time or period, the varied date, time or period is of the essence.
	 
	12.5	 	Except to the extent that they have been performed and except where this Deed provides
otherwise the obligations contained in this Deed remain in force after Final Completion and
this Deed shall terminate automatically upon the performance in full of such obligations.
	 
	12.6	 	A person who is not a Party to this Deed has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Deed but this does not affect any right or
remedy of a third party which exists or is available apart from that Act.
	 
	12.7	 	This Deed supersedes any previous written or oral agreement between the Parties in relation
to the matters dealt with in this Deed and contains the entire agreement between the Parties
relating to the subject matter of this Deed at the date hereof to the exclusion of any terms
implied by law which may be excluded by contract.
	 
	12.8	 	The Seller shall bear all costs and expenses (including taxes and duties) in relation to this
Deed.
	 
	13.	 	ASSIGNMENT
	 
	13.1	 	The Seller may not (and may not purport to) assign or transfer or declare a trust of the
benefit of or in any other way alienate any of its rights under this Deed in whole or in part
without having first obtained the Buyer’s written consent.
	 
	13.2	 	The Buyer may assign its rights or transfer its rights and obligations under this Deed and
the Seller agrees, at its own cost, to do all acts and things as may be required by the Buyer
to effect any such assignment or transfer.




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	14.	 	NOTICES
	 
	14.l 	 	 Communications in writing
	 
	 	 	Any communication to be made under or in connection with this Deed shall be made in writing
and, unless otherwise stated, may be made by fax or letter.
	 
	14.2	 	Addresses
	 
	 	 	The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with this Deed is as follows:





	 	 	 	 	 
	if to the Buyer, to

	 	:
	 	Standard Bank PLC

Cannon Bridge House
 25
Dowgate Hill
 London EC
4R 2SB
 Fax: +852 2822
7947
	 
	 	 	 	 
	 

	 	 	 	Attention: John Wixley c/o Standard Bank Asia Limited
	 
	 	 	 	 
	if to the Seller, the Company,

	 	:
	 	Suite 406, Block C, Grand Place
	or MIE, to

	 	 	 	5 Hui Zhong Road
	 

	 	 	 	Chaoyang District, Beijing 10010
	 

	 	 	 	PRC
	 
	 	 	 	 
	 

	 	 	 	Attention: Mr. Zhang Ruilin
	 

	 	 	 	Facsimile: (8610) 5123 8866,







		 	or any substitute address, fax number or department or officer as a Party may notify to the
other Party by not less than five Business Days’ notice.
	 
	14.3	 	Delivery






	 	14.3.1	 	Any communication or document made or delivered by one person to another under or in
connection with this Deed will only be effective:






	 	(a)	 	if by way of fax, when received in legible form; or
	 
	 	(b)	 	if by way of letter, when it has been left at the relevant
address or five Business Days after being deposited in the post postage
prepaid in an envelope addressed to it at that address,






	 	 	 	and, if a particular department or officer is specified as part of its address
details provided under Clause 14.2 (Addresses), if addressed to that department or
officer.
	 
	 	14.3.2	 	Any communication or document to be made or delivered to the Buyer will be effective
only when actually received by the Buyer and then only if it is expressly marked for
the attention of the department or officer identified with




-20-









 






	 	 	 	the Buyer’s signature below (or any substitute department or officer as the Buyer
shall specify for this purpose).






	14.4	 	English language






	 	14.4.1	 	Any notice given under or in connection with this Deed must be in English.
	 
	 	14.4.2	 	All other documents provided under or in connection with this Deed must be:






	 	(a)	 	in English; or
	 
	 	(b)	 	if not in English, and if so required by the Buyer,
accompanied by a certified English translation and, in this case, the English
translation will prevail unless the document is a constitutional, statutory or
other official document.






	15.	 	GOVERNING LAW AND JURISDICTION
	 
	15.1	 	This Deed and all non-contractual obligations arising out of or in connection with it are
governed by English law.
	 
	15.2	 	The courts of England have exclusive jurisdiction to settle any dispute arising from or
connected with this Deed (a “Dispute”).
	 
	15.3	 	The Parties agree that the courts of England are the most appropriate and convenient courts
to settle any Dispute and, accordingly, that they will not argue to the contrary.
	 
	15.4	 	This Clause is for the benefit of the Buyer only. As a result it does not prevent the Buyer
from taking proceedings relating to a Dispute (“Proceedings”) in any other court with
jurisdiction. To the extent allowed by law, the Buyer may take concurrent Proceedings in
any number of jurisdictions.
	 
	16.	 	COUNTERPARTS
	 
	 	 	This Deed may be executed in any number of counterparts, each of which when executed and
delivered is an original and all of which together evidence the same agreement.
	 
	17.	 	INVALIDITY
	 
	 	 	If at any time any provision of this Deed is or becomes illegal, invalid or unenforceable
in any respect under the law of any jurisdiction, that shall not affect or impair:






	 	17.1.1	 	the legality, validity or enforceability in that jurisdiction of any other provision
of this Deed; or
	 
	 	17.1.2	 	the legality, validity or enforceability under the law of any other jurisdiction of
that or another provision of this Deed.




-21-









 










IN WITNESS WHEREOF, this Deed has been signed by the Buyer and duly executed as a deed by the
Seller and is intended to be and is hereby delivered by it as a deed on the date specified above.








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SCHEDULE 1




Form of Option Notice



[BUYER’S LETTERHEAD]




	To: 	 	Far East Energy Limited (the “Seller”)
	 
	 	 	[Address]
	 
	Date: 	 	 [insert date]





OPTION NOTICE





	1.	 	We refer to the Option Agreement dated [          ] between Far East Energy Limited and Standard
Bank PLC (the “Option Agreement”).
	 
	2.	 	Terms defined in the Option Agreement shall have the same meanings in this Option Notice
unless the context requires otherwise. References to a Clause are to a clause of the Option
Agreement.
	 
	3.	 	The Buyer hereby notifies the Seller pursuant to Clause 3 (Exercise of Option) that it wishes
to exercise the Option granted in Clause 2.1 to buy [insert number of shares required] Option
Shares at a Strike Price of $[     ], subject to the terms of the Option Agreement.
	 
	4.	 	The date of Completion shall be [insert date].
	 




 

Signed by [          ] 

for and on behalf of

Standard Bank PLC




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SCHEDULE 2




Warranties




	1.	 	CAPACITY AND AUTHORITY
	 
	1.1	 	Incorporation and existence
	 
	 	 	The Seller is a company established under the laws of Hong Kong and has been in continuous
existence since its establishment.
	 
	1.2	 	Right, power, authority and action






	 	1.2.1	 	The Seller has the right, power and authority, and has taken all action
necessary, to execute, deliver and exercise its rights, and perform its
obligations, under this Deed and each document to be executed at or before Completion
or for the exercise of the Option.
	 
	 	1.2.2	 	The Seller has the right, power and authority to conduct its business as
conducted at the date of this Deed.






	1.3	 	Binding agreements
	 
	 	 	The Seller’s obligations under this Deed and each document to be executed at or before
Completion are, or when the relevant document is executed will be, valid, binding and
enforceable in accordance with their terms.
	 
	2.	 	SHARES
	 
	2.1	 	Save for this Deed, there is no Encumbrance, and there is no agreement, arrangement or
obligation to create or give an Encumbrance, in relation to any of the Option Shares. No
person has claimed to be entitled to any Encumbrance in relation to any of the Option Shares.
	 
	2.2	 	The Seller has the right to transfer full legal and beneficial title to the Option Shares.
	 
	2.3	 	The Option Shares will be delivered to the Buyer (and/ or such person(s), as it directs) free
from any Encumbrance.
	 
	2.4	 	The Option Shares are fully paid up and will rank at least pari passu with all other shares
of the Company of the same class in issue.






-24-











 





SCHEDULE 3




Completion Requirements




	1.	 	At Completion, the Seller shall deliver to the Buyer:






	 	1.1.1	 	the share certificate(s) for the Requested Shares being transferred by the
Seller;
	 
	 	1.1.2	 	any stock transfer document or other document, executed by the Seller and in
favour of the Buyer (or such person(s), as it directs), reasonably requested by
the Buyer; and
	 
	 	1.1.3	 	as evidence of the authority of each person executing a document referred to
in this Schedule 3 on the Seller’s behalf:






	 	(a)	 	a copy of the minutes of a duly held meeting of the directors
of the
Seller (or a duly constituted committee thereof) authorising the execution
by the Seller of the document and, where such execution is authorised by
a committee of the board of directors of the Seller, a copy of the minutes
of a duly held meeting of the directors constituting such committee or a
relevant extract thereof; or
	 
	 	(b)	 	a copy of the power of attorney conferring the authority,






	 	 	 	in each case certified to be true by a director or the secretary of the Seller.






	1.2	 	The Seller shall ensure that at Completion a meeting of the board of directors of the
Company is held at which the directors vote in favour of the registration of the Buyer
or such person(s), as it directs as member(s) of the Company in respect of the
Requested Shares (subject to the production of properly stamped transfers).
	 
	1.3	 	The Seller shall, within five Business Days of Completion:






	 	1.3.1	 	ensure that new share certificates for the Requested Shares are issued in the
name of the Buyer (or such person(s), as it directs); and
	 
	 	1.3.2	 	provide the Buyer with a certified copy of the register of members of the
Company evidencing the Buyer’s (or such other person’s) ownership of the
Requested Shares.






	1.4	 	The Seller shall promptly take all other action which may, in the opinion of the Buyer,
be necessary to effect the transfer of the Requested Shares to the Buyer (or such
person(s), as it directs).




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SCHEDULE 4




Form of Share Charge







-26-









 








Dated [     ]




FAR EAST ENERGY LTD.

as Chargor



in favour of



STANDARD BANK PLC

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 Cl$500 OR ABOUT US$600)



















 








CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Page	 
	 
	 	 	 	 	 	 
	1.
	 	Definitions And Interpretation	 	 	2	 
	2.
	 	Covenant To Pay And Charge	 	 	4	 
	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	 	 	11	 
	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	 






i









 





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




BETWEEN





	(1)	 	FAR EAST ENERGY LTD., a company incorporated in the Hong Kong Special
Administrative Region of the People’s Republic of China (the “Chargor”); and
	 
	(2)	 	STANDARD BANK PLC (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 Option Agreement (as
defined below), pursuant to which the Secured Party may purchase Preferred Shares
issued by the Company from the Chargor from time to time (as defined below).
	 
	(B)	 	One of the conditions under the Option Agreement is that the Chargor shall enter into a
share charge as security for the Secured Obligations at each Completion (as defined in
the Option Agreement), and that such share charge shall charge a number of Ordinary
Shares equal in number to 96.226446% of the number of Preferred Shares the Secured
Party purchases at such Completion (rounded off to the nearest Ordinary Share). This
Charge is entered into in accordance with such condition of the Option Agreement.
	 
	(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




2









 






	 	 	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 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.
	 
	 	 	“Option Agreement” means the option agreement entered into between, amongst others, the
Chargor and the Secured Party and dated 12 January 2009, as amended and restated on [   ]
2009, and as the same may be amended, restated, consolidated, supplemented, novated or
replaced from time to time.
	 
	 	 	“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 9 and 10 of the Option Agreement.
	 
	 	 	“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 9 and 10 of the Option
Agreement.
	 
	 	 	“Security” means the security created under or pursuant to or evidenced by this Charge.
	 
	 	 	“Shares” means [     ] Ordinary Shares in the Company held by, to the order or on behalf of the
Chargor, as specified in Schedule 6 (Details of Shares).
	 
	1.2	 	Terms defined in the Option Agreement
	 
	 	 	Unless defined in this Charge or the context otherwise requires, a term defined in the
Option Agreement 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 Option
Agreement were a reference to this Charge or such notice.
	 
	1.3	 	Construction
	 
	 	 	Clause 1.3 (Principles of Construction) of the Option Agreement 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 Option Agreement were a reference to this Charge
or such notice.




3









 






	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 Option Agreement.
	 
	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.




4









 












	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
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, (ii) the final settlement of all claims from the Secured Party which may
be outstanding on such General Warranty Expiration Date in respect of the indemnities under
Clauses 9 (Indemnities), and (iii) 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:
	 
	 	 	 	“[     ] ordinary shares of US$0.01 par value issued to Far East Energy Limited as fully
paid up are charged in favour of Standard Bank Plc (including its successors,
assigns and transferees) pursuant to a share charge dated [insert date], 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.




5









 












	 	 	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.
	 
	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




6









 






	 	(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.
	 
	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.




7









 






	 	(ii)	 	No limit on its powers will be exceeded as a result of the grant of
security contemplated by this Charge.






	 	(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




8









 







	 	 	 	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 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




9









 







	 	(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 Standard Bank Facility and/or the Finance Documents (as such
term is defined in the Standard Bank Facility).






	 	(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.




10









 







	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 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.




11









 






	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.
	 
	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









 






	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









 












	 	(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









 






	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









 






	 	 	 	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









 






	 	 	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 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

	 	:
	 	Standard Bank PLC
	 

	 	 	 	Cannon Bridge House
	 

	 	 	 	25 Dowgate Hill
	 

	 	 	 	London EC 4R 2SB
	 

	 	 	 	Fax: +852 2822 7947
	 
	 	 	 	 
	 

	 	 	 	Attention: John Wixley c/o Standard
	 

	 	 	 	Bank Asia Limited
	 
	 	 	 	 
	if to 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
	 

	 	 	 	Attention: Mr. Zhang Ruilin











17









 












	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
	 
	 	(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




18









 






	 	 	 	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












 





SCHEDULE 1




Form of Share Transfer



MIE HOLDINGS CORPORATION (the “Company”)



SHARE TRANSFER FORM


We, Far East Energy Ltd. (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









 








SCHEDULE 2




Form of Shareholder Letter of Authority



To: Standard Bank PLC




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 Standard Bank PLC, 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 Ltd. 	 	 




21









 





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 Ltd., hereby irrevocably (1) appoint Standard Bank PLC 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 Standard Bank PLC 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 Standard Bank PLC 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









 





PART II




MIE HOLDINGS CORPORATION



IRREVOCABLE APPOINTMENT OF ATTORNEY-IN-FACT

GIVEN BY WAY OF SECURITY


We, Far East Energy Ltd., 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 Standard
Bank PLC, pursuant to the Power of Attorney Law (1996 Revision) hereby irrevocably appoint
Standard Bank PLC 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









 





	 	 	 	 	 	 	 	 	 
	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









 





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









 








SCHEDULE 5




Form of Undertaking from the Company



MIE HOLDINGS CORPORATION



[•] 2009




Standard Bank PLC




Dear Sirs




MIE HOLDINGS CORPORATION (THE “COMPANY”)



We refer to the Option Agreement dated                     , 2009 between, amongst others, Standard
Bank PLC and Far East Energy Limited (the “Option Agreement”). We also refer to the Share Charge
dated [•] between Far East Energy Ltd. (the “Chargor”) and Standard Bank PLC (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









 








SCHEDULE 6




The Shares



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Par Share value of
	Name of shareholder	 	Certificate Number	 	Number of Shares	 	each
	Far East Energy
Limited
	 	[insert]
	 	[     ]
Ordinary Shares
	 	US$0.01






27









 





EXECUTION PAGE




The Chargor




	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 		 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	 	 	 
	was hereunto affixed

	 	 	)	 	 	 	 
	in the presence of:

	 	 	)	 	 	 
Director
	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 

Witness Name:

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 	 	 






28









 





	 	 	 	 	 
	The Secured Party	 	 
	 
	 	 	 	 
	Signed for and on behalf of 

STANDARD BANK PLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 	 	 
	Address:	 	 
	 
	 	 	 	 
	Fax No.:	 	 
	 
	 	 	 	 
	Attention:	 	 






29









 





FIRST AMENDMENT AND RESTATEMENT AGREEMENT

TO OPTION AGREEMENT




SIGNATURES




	 	 	 	 	 	 	 
	The Seller
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	 	 
	was affixed hereto

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	/s/
Zhaug Ruilin 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	Director
	 	 	 	 	 	 






 









 




FIRST AMENDMENT AND RESTATEMENT AGREEMENT

TO OPTION AGREEMENT




	 	 	 	 	 	 	 	 	 
	The Company
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a DEED by

	 	 	)	 	 	 	 	 
	MIE HOLDINGS CORPORATION

	 	 	)	 	 	/s/ Zhang Ruilin	 	 
	in the presence of:

	 	 	)	 	 	 

	 	 






	 	 	 	 	 
	 	 	 
	                  /s/ Vivian Tsoi
 	 	 
	Signature of witness 	 	 
	 
	Name: 	Vivian Tsoi 	 	 
	Address: 	 81 Jianguo Road, 19th Floor Beijing 100025
  	 	 
	Occupation: 	 Attorney 	 	 
	 




 









 





FIRST AMENDMENT AND RESTATEMENT AGREEMENT

TO OPTION AGREEMENT




MIE




	 	 	 	 	 	 	 	 	 
	EXECUTED as a DEED by

	 	 	)	 	 	 	 	 
	MI ENERGY CORPORATION

	 	 	)	 	 	/s/ Zhang Ruilin 	 	 
	in the presence of:

	 	 	)	 	 	 

	 	 






	 	 	 	 	 
	 	 	 
	                        /s/ Vivian Tsoi
 	 	 
	Signature of witness 	 	 
	 
	Name: 	 Vivian Tsoi

 	 	 
	Address: 	 81 Jianguo Road, 19th Floor Beijing 100025 	 	 
	Occupation: 	 Attorney 	 	 
	 




 









 





FIRST AMENDMENT AND RESTATEMENT AGREEMENT

TO OPTION AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Buyer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	STANDARD BANK PLC	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ John Wixley	 	 	 	/s/	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Name:	 	JOHN WIXLEY	 	 	 	Ng Man Lai pursuant to Power of Attorney dated 29/5/09	 	 
	 

	 	Title:
	 	Authorised Signer
	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	Title: