EX-10.49





Exhibit 10.49

THIS DEED OF PARTIAL RELEASE AND AMENDMENT (this “Deed”) is made on 10 March 2010




BY:





	(1)	 	TPG STAR ENERGY LTD. a company incorporated with limited liability in the Cayman
Islands, and/or one or more of its Affiliates (the “Secured Party”)
	 
	 	 	in favour of
	 
	(2)	 	FAR EAST ENERGY LIMITED, a company incorporated under the laws of Hong Kong
with registration number 847345 (the “Chargor”).





WHEREAS





	(A)	 	The Secured Party, the Chargor, MIE Holdings Corporation (the “Company”) and others
have entered into the Series A Preferred Shares Subscription and Put Option Agreement
dated June 19, 2009, as amended (the “TPG SPA”), and in accordance with the terms of
the TPG SPA, the Chargor has pledged 2,064,777 Ordinary Shares to the Secured Party
pursuant to a Share Charge dated 9th of July 2009 by and between Chargor and the
Secured Party (the “TPG Pledge”).
	 
	(B)	 	Chargor has entered into the Series B Shares Purchase Agreement dated as of 5
February 2010, by and among inter alia the Harmony Energy Limited (the “Harmony”),
the Company and Chargor (the “Harmony SPA”), under which Chargor intends to sell
3,642,512 Series B Preferred Shares to Harmony on the terms and subject to the
conditions contained thereof;
	 
	(C)	 	In order to complete the transactions contemplated under the Harmony SPA at
Completion (as defined under the Harmony SPA), Chargor has requested the Secured
Party to consent to the proposed release of 444,738 Ordinary Shares (the “Released
Shares for Completion”) currently charged to the Secured Party pursuant to the TPG
Pledge, which will be redeemed and exchanged for 889,476 Series B Preferred Shares
and transferred to Harmony.
	 
	(D)	 	The Secured Party has agreed to release the Released Shares for Completion from the
security created by or pursuant to the TPG Pledge, subject to the terms and conditions of
this Deed.
	 
	(E)	 	This deed is supplemental to the TPG Pledge.




IT IS AGREED as follows:





	1.	 	DEFINITIONS
	 
	1.1	 	Defined expressions










1









 












	 	 	Words and expression defined in the TPG Pledge and TPG SPA shall, unless the context
otherwise requires or unless otherwise defined herein, have the same meanings when used in
this Deed.
	 
	1.2	 	Definitions
	 
	 	 	In this Deed (including its Recitals), unless the context otherwise
requires:

 “Company” has the meaning given such term
in the Recital (A);


“Effective Date” has the meaning given such term in clause 4.1; “Harmony
SPA” has the meaning given such term in the Recital (B);
	 
	 	 	“Remaining Shares” means 1,620,039 ordinary shares in the Company registered in the name
of the Chargor and charged to the Secured Party under the TPG Pledge;
	 
	 	 	“Released Shares for Completion” has the
meaning given such term in Recital (C);

 “TPG
SPA” has the meaning given such term in Recital (A); and


“TPG Pledge” has the meaning
given such term in Recital (A).
	 
	1.3	 	Headings
	 
	 	 	Clause headings are inserted for convenience of reference only and shall be ignored in the
interpretation of this Deed.






	1.4	 	Construction of certain terms






	 	 	In this Deed, unless the context otherwise requires:






	 	1.4.1	 	references to clauses are to be construed as references to clauses of this Deed;
	 
	 	1.4.2	 	references to (or to any specified provision of) this Deed or any other document
shall be construed as references to this Deed, that provision or that document as
in force for the time being and as amended in accordance with the terms thereof,
or, as the case may be, with the agreement of the relevant parties and (where
such consent is by the terms of this Deed or the relevant document, required to
be obtained as a condition to such amendment being permitted) the prior written
consent of the Secured Party. Without limiting the foregoing, references to this
“Deed” and cognate expressions include this Deed as amended from time to time;
	 
	 	1.4.3	 	words importing the plural shall include the singular and vice versa; and
	 
	 	1.4.4	 	references to any person includes such person’s assignees, transferees and
successors in title.






	2.	 	PARTIAL RELEASE
	 
	2.1	 	Subject to the terms and conditions of this Deed, the Secured Party without recourse,
representation or warranty of title, hereby (a) consents to and releases in full the Released
Shares for Completion only from the fixed charge constituted by the TPG Pledge; and (b) shall
forthwith upon execution and delivery of this Deed, deliver the Company original share
certificate No. 006 evidencing the 2,064,777 Ordinary Shares










2









 












	 	 	pledged pursuant to the TPG Pledge (the “Old Share Certificate”) for cancellation in
exchange for the issuance and delivery of a new share certificate representing the
Remaining Shares (the “New Share Certificate”).
	 
	2.2	 	The Released Shares for Completion shall be held freed and discharged from the
security created by, and all claims arising under, the TPG Pledge.
	 
	2.3	 	The Secured Party agrees that it will (at the cost and expense of the Chargor) do all
things and execute all documents as may reasonably be necessary to give effect to this
partial release and consent.
	 
	2.4	 	This partial release and consent shall not discharge the security created pursuant to the
TPG Pledge in respect of the Remaining Shares and the remaining Charged Portfolio
and this partial release and consent only extends to the Released Shares for Completion.
	 
	2.5	 	This partial release and consent shall not discharge the Chargor from any Secured
Obligations under the TPG Pledge to the Secured Party at the date of this Deed or from
any other security.
	 
	2.6	 	The Chargor hereby undertakes to procure the Company to issue and deliver to the
Secured Party the New Share Certificate upon receipt by it of the Old Share Certificate.
	 
	3.	 	AMENDMENTS TO THE TPG PLEDGE
	 
	 	 	Subject to the terms and conditions of this Deed, the Secured Party agrees, with effect
from the Effective Date, to the amendments to the TPG Pledge on the terms set out below.
	 
	3.1	 	Amendments to Definitions






	 	3.1.1	 	in clause 1.1 of the TPG Pledge, the number “2,064,777” be deleted from the
definition “Shares” and replaced with the number “1,620,039”
	 
	 	3.1.2	 	in clause 3.4.1 of the TPG Pledge, the number “2,064,777” be deleted and
replaced with the number “1,620,039”.
	 
	 	3.1.3	 	The table of Schedule 6 of the TPG Pledge shall be deleted in its entirety and
replaced by the following:





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

	 	 	012	 	 	1,620,039 Ordinary Shares
	 	US$0.01







	 	 	The TPG Pledge shall, with effect on and from the Effective Date, be (and it is
hereby) amended in accordance with the above provisions, and the TPG Pledge (as so
amended) shall continue in full force and effect.
	 
	4.	 	CONDITIONS
	 
	4.1	 	The agreement of the Secured Party referred to in clause 2 and the amendments to the
TPG Pledge referred to herein shall be with effect on and from the date (the “Effective










3









 












	 	 	Date”) on which the Secured Party notifies the Chargor that it has received the
following documents in form and substance satisfactory to them:






	 	4.1.1	 	all certificates and other documents of title to the Remaining Shares; share
transfer forms substantially in the form set out in Schedule 1 (Form of Share
Transfer) to the TPG Pledge (executed in blank by or on behalf of the Chargor) in
respect of the Remaining Shares which by the shareholders letter of authority
dated July 9, 2009 delivered previously pursuant to the TPG Pledge, the Secured
Party will be entitled to date following the occurrence of an Event of Default;
	 
	 	4.1.2	 	a certified copy of the Register of Members of the Company evidencing the title
ownership of the Remaining Shares in the name of the Chargor.






	4.2	 	The Chargor hereby irrevocably and unconditionally undertakes that it shall, within 3
Business Days of the Effective Date, procure that the following notation be entered on such
Register of Members and provide a certified copy of the Register of Members of the Company
evidencing such notation:
	 
	 	 	“The 1,620,039 ordinary shares of US$0.01 par value issued as fully paid up are charged in
favour of TPG Star Energy Ltd. (including its successors, assigns and transferees)
pursuant to a share charge dated July 9, 2009 as amended from time to time.”
	 
	5.	 	COUNTERPARTS
	 
	5.1	 	This Deed may be executed in any number of counterparts, and by the parties on
separate counterparts, but shall not be effective until each party has executed at least
one counterpart. Each counterpart shall constitute an original of this Deed, but all the
counterparts shall together constitute but one and the same instrument.
	 
	5.2	 	Any counterpart may take the form of a faxed copy of this Deed and the party delivering
the faxed counterpart shall within 7 days of exchange by fax, deliver the original of that
counterpart to the other party by express courier.
	 
	6.	 	CONTINUATION OF TPG PLEDGE
	 
	 	 	Save as supplemented and amended by this Deed, the provisions of the TPG Pledge shall
continue in full force and effect and on and with effect from the Effective Date, the TPG
Pledge shall be amended so that all references therein are construed as references to the
TPG Pledge as supplemented and amended by this Deed.
	 
	 	 	Furthermore, and without prejudice to the generality of the foregoing, nothing in this
Deed shall in any way be construed as a waiver of any of the rights of the Secured Party
under the TPG Pledge, all of which are hereby reserved.
	 
	7.	 	APPLICABLE LAW
	 
	 	 	This Deed is governed by and shall be construed in accordance with Cayman Islands law.




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









4









 











The Chargor





	 	 	 	 	 	 
	The COMMON SEAL of
	 	)	 	[Common Seal of Far East Energy Limited affixed]
	FAR
EAST ENERGY LIMITED
	 	)	
	was hereunto affixed
	 	)
	In the presence of
	 	)	 
	 
	 





	 	 	 	 	 
	 	 
	/s/ Zhang Rui Lin
 	 	
	Director 		 
	Address:  	
	 
	Fax No:
	
	 
	E-mail:
Attention: 	
	 
	 	 
	
 	 	
	Witnessed by: 	/s/ Kelly Lian  	 
	Witness name:
 	Kelly Lian  	 
	Address:  	Suite 406, Block C, Grand Place, Beijing, P.R.C,	 
	Fax No.:
	o/o -5123 8866
	 
	 	
	 
	 




2









 











	 	 	 	 	 	 	 	 	 
	The Secured Party
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED,
SEALED and DELIVERED as a DEED

	 	 	)	 	 	/s/
	 	 
	by

	 	 	)	 	 	 	 	 
	for and on behalf of TPG STAR ENERGY LTD.

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 






	 	 	 	 	 
	 	 	 
	/s/  	 	 
	Address:	301 Commerce Street,  Suite 3300, Fort Worth, Texas 76102 	 	 
	Fax no:	(817) 871-4001
                           	 	 
	E-mail:	 	 	 
	Attention:  	 Mr.  Clive D. Bode