EX-10.9






Exhibit 10.9




Deed of Termination




by and among



Far East Energy Limited (the “Transferor”)



and



Fullfame Enterprises Limited (the “Transferee”)



and



MI Energy Corporation (the “Company”)



Date: 19 June 2008





 









 








Deed of Termination




Contents




	 	 	 	 	 
	Details
	 	 	1	 
	 
	 	 	 	 
	General Provisions
	 	 	3	 
	 
	 	 	 	 
	1. Termination of the Original Equity Transfer Agreement
	 	 	3	 
	 
	 	 	 	 
	1.1 Termination
	 	 	3	 
	1.2 Termination Effects
	 	 	3	 
	 
	 	 	 	 
	2. Notice
	 	 	3	 
	 
	 	 	 	 
	3. Costs
	 	 	3	 
	 
	 	 	 	 
	4. Miscellaneous
	 	 	4	 
	 
	 	 	 	 
	4.1 Entire Agreement
	 	 	4	 
	4.2 Further Assurance
	 	 	4	 
	 
	 	 	 	 
	5. Counterparts
	 	 	4	 
	 
	 	 	 	 
	6. Governing Law and Jurisdiction
	 	 	4	 
	 
	 	 	 	 
	6.1 Governing Law
	 	 	4	 
	6.2 Jurisdiction
	 	 	4	 
	6.3 Agent for Service of Process of the Transferee
	 	 	4	 
	6.4 Agent for Service of Process of the Company
	 	 	5	 






 









 






Deed of Termination




Details




	 	 	 	 	 
	Parties hereto	 	Transferor, Transferee and the Company
	Transferor

	 	Name
	 	Far East Energy Limited
	 
	 	 	 	 
	 

	 	Place of Incorporation
	 	Hong Kong Special
Administrative Region, the
People’s Republic of China
	 
	 	 	 	 
	 

	 	Registered Address
	 	Room 3506, 35/F, Tower 2,
Lippo Centre, No. 89
Queensway, Hong Kong
	 
	 	 	 	 
	 

	 	Correspondence Address
	 	Room 406, Tower C, Grand
Place, Asian Games Village,
Chaoyang District, Beijing
	 
	 	 	 	 
	 

	 	Fax
	 	(010) 84891400
	 
	 	 	 	 
	 

	 	Recipient
	 	Xia Zhenzhou
	 
	 	 	 	 
	Transferee

	 	Name
	 	Fullfame Enterprises Limited
	 
	 	 	 	 
	 

	 	Place of Incorporation
	 	British Virgin Islands
	 
	 	 	 	 
	 

	 	Registered Address
	 	P.O.Box 957, Offshore
Incorporations Centre, Road
Town, Tortola, British Virgin
Islands
	 
	 	 	 	 
	 

	 	Correspondence Address
	 	No. 259, Xining Street,
Longshan District, Liaoyuan
City, Jilin Province, China
	 
	 	 	 	 
	 

	 	Fax
	 	(0437) 3205007
	 
	 	 	 	 
	 

	 	Recipient
	 	Wang Hong
	 
	 	 	 	 
	Company

	 	Name
	 	MI Energy Corporation
	 
	 	 	 	 
	 

	 	Place of Incorporation
	 	Cayman Islands
	 
	 	 	 	 
	 

	 	Registered Address
	 	P.O.Box 309 GT, Ugland House,
South Church Street, George
Town, Grand Cayman, Cayman
Islands
	 
	 	 	 	 
	 

	 	Correspondence Address
	 	Room 406, Tower C, Grand
Place, Asian Games Village,
Chaoyang District, Beijing
	 
	 	 	 	 
	 

	 	Fax
	 	(010) 84891400
	 
	 	 	 	 
	 

	 	Recipient
	 	Xia Zhenzhou






 









 






	 	 	 	 	 
	Parties hereto	 	Transferor, Transferee and the Company
	Recitals

	 	A
	 	The Transferor, the Transferee
and the Company entered into
the Equity Transfer Agreement
(hereinafter referred to as
the “Original Equity Transfer
Agreement”) on 22 September
2005.
	 
	 	 	 	 
	 

	 	B
	 	The Transferor, the Transferee
and the Company confirm that
the closing has been made in
accordance with the Original
Equity Transfer Agreement and
any party thereto shall have
no liabilities and obligations
to the other parties in
respect of the Original Equity
Transfer Agreement.
	 
	 	 	 	 
	 

	 	C
	 	The Transferor, the Transferee
and the Company entered into
the Termination Agreement for
the Cooperation Contract on 19
June 2008 (which was signed by
Wang Kaiyang on behalf of the
Transferee), terminating the
Cooperation Contract dated 30
June 2005 that was signed by
the Transferor, the Transferee
and the Company.
	 
	 	 	 	 
	 

	 	D
	 	The Transferor and the
Transferee entered into the
Share Purchase Agreement on 

19
June 2008 (which was signed by
Wang Kaiyang on behalf of the
Transferee), pursuant to
which, Fullfame Enterprises
Limited (the Transferee to
this Deed of Termination)
would sell to Far East Energy
Limited (the Transferor to
this Deed of Termination), and
Far East Energy Limited (the
Transferor to this Deed of
Termination) would purchase
from Fullfame Enterprises
Limited (the Transferee to
this Deed of Termination), all
of its 8,500 ordinary shares.
	 
	 	 	 	 
	 

	 	E
	 	To avoid any dispute, the
Transferor, the Transferee and
the Company agree to terminate
the Original Equity Transfer
Agreement pursuant to the
terms of this Deed.
	 
	 	 	 	 
	Governing
Law

	 	Hong Kong	 	 
	 
	 	 	 	 
	Date of this
Deed

	 	See the
signature page	 	 










 









 







Deed of Termination



General Provisions





	1.	 	TERMINATION OF THE ORIGINAL EQUITY TRANSFER AGREEMENT
	 
	1.1	 	Termination
	 
	 	 	The Transferor, the Transferee and the Company irrevocably and unconditionally agree to
terminate the Original Equity Transfer Agreement. The parties hereto agree that this Deed
shall become effective immediately from the closing date of the Original Equity Transfer
Agreement (hereinafter referred to as the “Effective Date”).
	 
	1.2	 	Termination Effects
	 
	 	 	Since the Effective Date:






	 	(a)	 	notwithstanding anything to the contrary contained in the Original Equity
Transfer Agreement, all the rights, liabilities and obligations of the Transferor, the
Transferee and the Company under the Original Equity Transfer Agreement shall be
ceased to be effective and enforceable; and
	 
	 	(b)	 	the Transferor, the Transferee and the Company will unconditionally discharge
and release all of their respective rights, liabilities and obligations under the
Original Equity Transfer Agreement; and
	 
	 	(c)	 	the Original Equity Transfer Agreement shall be ceased to have any effect and
become unenforceable; and
	 
	 	(d)	 	none of the Transferor, the Transferee and the Company shall make any further
claims against the other parties in respect of the Original Equity Transfer Agreement,
and all parties thereto agree to release and discharge any of their liabilities and
obligations to the other parties under the Original Equity Transfer Agreement.






	2.	 	NOTICE
	 
	 	 	Any notice to be given hereunder shall be in writing, and shall be deemed to have been
given if it is sent by personal delivery or registered mail to the address set forth in the
section headed “Details” of this Deed or such other address as notified by the relevant
parties hereto or their representatives to the other parties hereto in writing. Any such
notice shall be deemed to have been given (i) if delivered to the address of a party to
which the notice shall be delivered, at the time of delivery; and (ii) if sent by post, on
the second day after it is put into the post (which is not a Sunday or public holiday).
	 
	3.	 	COSTS
	 
	 	 	The parties hereto agree to pay any legal costs, other costs and expenses in relation to
the negotiation, preparation, implementation and completion of this Deed and other related
documents, respectively.









 









 









	4.	 	MISCELLANEOUS
	 
	4.1	 	Entire Agreement
	 
	 	 	This Deed shall constitute the entire agreement between the parties hereto with respect to
the subject matter of this Deed and supersede all previous agreements, understanding and
discussions relating to the subject matter hereof.
	 
	4.2	 	Further Assurance
	 
	 	 	Each of the parties hereto agrees to do any act required by the other parties that is
necessary or conducive to give full effect to the terms hereof or any transaction
contemplated hereunder (for examples, the obtaining of approval, the execution and
preparation of documents, and procuring such documents to be completed or signed).
	 
	5.	 	COUNTERPARTS
	 
	 	 	This Deed may be executed in any number of counterparts and by different parties hereto in
separate counterparts, all of which together constitute one and the same instrument.
	 
	6.	 	GOVERNING LAW AND JURISDICTION
	 
	6.1	 	Governing Law
	 
	 	 	This Deed shall be governed and construed by the laws of the Hong Kong Special
Administrative Region (hereinafter referred to as “Hong Kong”), the People’s Republic of
China.
	 
	6.2	 	Jurisdiction
	 
	 	 	The parties hereto hereby undertake to submit to the non-exclusive jurisdiction of courts
of Hong Kong.
	 
	6.3	 	Agent for Service of Process of the Transferee
	 
	 	 	The Transferee hereby irrevocably appoints Wu Wei of Room 901, 9/F, Capitol
Centre, 5-19 Jardine’s Bazaar, Causeway Bay, Hong Kong as its agent to accept and
receive any writs, summons, orders, rulings or other legal instruments in Hong Kong on its
behalf. If, for any reasons, the above agent (or his successors) ceases to serve as the
agent of the Transferee for such purposes, the Transferee shall appoint a successor and
notify the other parties hereto as soon as possible, provided that the other parties hereto
shall, for the purpose of this Article, have the right to deem the above agent (or his
successors) to be the agent of the Transferee until they receive such notification. The
Transferee agrees that any legal instrument to be given to it, when delivered to the
address of such agent (or his successors) then in Hong Kong (whether or not notified to the
Transferee by such agent (or his successors)), shall be deemed to have been duly served.










 









 












	6.4	 	Agent for Service of Process of the Company
	 
	 	 	The Company hereby irrevocably appoints Law Debenture of Room 3105, Alexandra
House, 18 Chater Road, Central, Hong Kong as its agent to accept and receive any writs,
summons, orders, rulings or other legal instruments in Hong Kong on its behalf. If, for any
reasons, the above agent (or his successors) ceases to serve as the agent of the Company
for such purposes, the Company shall appoint a successor and notify the other parties
hereto as soon as possible, provided that the other parties hereto shall, for the purpose
of this Article, have the right to deem the above agent (or his successors) to be the agent
of the Company until they receive such notification. The Company agrees that any legal
instrument to be given to it, when delivered to the address of such agent (or his
successors) then in Hong Kong (whether or not notified to the Company by such agent (or his
successors)), shall be deemed to have been duly served.




Executed in the form of deed






 









 









	 	 	 
	Deed of Termination


Signature Page


Date: 19 June 2008

	 	






	 	 	 	 	 
	
Signed and sealed by

for and on the behalf of Far East Energy Limited

as authorized representative

in the presence of:

 

 

 


                     [Signed]
 

 

Signature of the witness




                     [Signed]

 


Name of the witness

	 	)

)

)

)

)

)

)

)

)

)

)

)

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	 	For and on behalf of

FAR EAST ENERGY LIMITED




 


                                          Authorized Signature(s)


                     
                     [Signed]

 


For the purpose of executing this
Deed, the signatory undertakes
that he has been duly authorized
to sign this Deed on behalf of Far
East Energy Limited.




	 
	 	 	 	 
	
Signed and sealed by

for and on the behalf of Fullfame Enterprises Limited

as authorized representative

in the presence of:

 

 

 


                     [Signed]
 

 

Signature of the witness




                     [Signed]

 


Name of the witness

	 	)

)

)

)

)

)

)

)

)

)

)

)

)


	 	For and on behalf of

FULLFAME ENTERPRISES LIMITED



 


                                          Authorized Signature(s)


                     
                     [Signed]

 


For the purpose of executing this
Deed, the signatory undertakes
that he has been duly authorized
to sign this Deed on behalf of Fullfame Enterprises Limited.








 









 








	 	 	 	 	 
	
Signed and sealed by

for and on the behalf of MI Energy Corporation

as authorized representative

in the presence of:

 

 

 


                     [Signed]
 

 

Signature of the witness



                     [Signed]

 


Name of the witness

	 	)

)

)

)

)

)

)

)

)

)

)

)

)

)

	 	









                     [Signed]

 


For the purpose of executing this
Deed, the signatory undertakes
that he has been duly authorized
to sign this Deed on behalf of MI
Energy Corporation.