EX-10.45





Exhibit 10.45







DATED 28th July 2009




ZHAO JIANGWEI

()



and



ZHANG RUI LIN

()




and



SHANG ZHI GUO

()




as Mortgagors



-and-



CITIC KA WAH BANK LIMITED

as Offshore Security Agent

on its own behalf and as agent and trustee

for the Finance Parties referred to herein



 


SHARE MORTGAGE

of

FAR EAST ENERGY LIMITED


 




Baker & MÇKenzie

14th Floor Hutchison House

Hong Kong










 









 





CONTENTS




	 	 	 	 	 	 	 
	Number	 	Clause Heading	 	Page
	1.

	 	Interpretation
	 	 	2	 
	2.

	 	Mortgage of Shares
	 	 	3	 
	3.

	 	Continuing Security
	 	 	5	 
	4.

	 	Representations and Warranties
	 	 	5	 
	5.

	 	Undertakings
	 	 	7	 
	6.

	 	Power of Sale
	 	 	8	 
	7.

	 	Dividends and Voting Rights
	 	 	9	 
	8.

	 	Claims by Mortgagors
	 	 	9	 
	9.

	 	Taxes and Other Deductions
	 	 	10	 
	10.

	 	Costs, Charges and Expenses
	 	 	10	 
	11.

	 	Indemnity
	 	 	11	 
	12.

	 	Further Assurance	 	 	11	 
	13.

	 	Power of Attorney
	 	 	12	 
	14.

	 	Evidence of Debt
	 	 	12	 
	15.

	 	Suspense Account
	 	 	12	 
	16.

	 	Waiver and Severability
	 	 	13	 
	17.

	 	Miscellaneous
	 	 	13	 
	18.

	 	Assignment
	 	 	16	 
	19.

	 	Notices
	 	 	17	 
	20.

	 	Governing Law and Jurisdiction
	 	 	18	 
	21.

	 	Langugage
	 	 	19	 
	 
	 	 	 	 	 	 
	Schedules
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Schedule 1

	 	Particulars of Shares
	 	 	20	 
	Schedule 2

	 	Form of Letter of Resignation
	 	 	21	 
	Schedule 3

	 	Directors’ Resolutions
	 	 	23	 
	Schedule 4

	 	Form of Letter of Undertaking and Authorisation (Director)
	 	 	25	 
	Schedule 5

	 	Form of Letter of Undertaking (Company)
	 	 	26	 
	Schedule 6

	 	Appointment of Corporate Representative
	 	 	27	 
	 
	 	 	 	 	 	 
	Execution

	 	 	 	 	29	 






 









 





THIS DEED is made on the 28th day of July 2009



BETWEEN:





	(1)	 	ZHAO JIANGWEI
() (holder of PRC identity card numbered, c/o Room
402, Block C, Yuanda Centre, Huizhong Road, (‘Chaoyang, Beijing, PRC;
	 
	 	 	ZHANG RUI LIN () (holder of PRC identity card numbered), c/o Room 402,
Block C, Yuanda Centre, Huizhong Road, ‘Chaoyang, Beijing, PRC;
	 
	 	 	NHANG ZHI GUO () (holder of PRC identity card numbered), c/o Room 402,
Block C, Yuanda Centre, Huizhong Road, Chaoyang, Beijing, PRC
	 
	 	 	(collectively the “Mortgagors” and each a “Mortgagor”); and
	 
	(2)	 	CITIC KA WAH BANK LIMITED, in its capacity as Offshore Security Agent on Its own behalf and as
agent and trustee for the Finance Parties (as defined in the Facility Agreement referred to
below) from time to time, and its successors (in such capacity, the “Offshore Security
Agent”).






	WHEREAS:






	(A)	 	By a US$200,000,000 transferable term loan and revolving credit facility agreement (the
“Facility Agreement”) dated 28 July 2009 made between (1) MI Energy Corporation as borrower
(the “Borrower”), (2) the banks and other financial institutions named therein as lenders, (3)
CITIC Ka Wah Bank Limited as facility agent, (4) China CITIC Bank Corporation Limited,
Guangzhou Branch as onshore security agent and (5) the Offshore Security Agent, the Lenders
(as defined in the Facility Agreement) have agreed to make available to the Borrower a loan
facility of up to two hundred million US Dollars (US$200,000,000) upon the terms set out
therein.
	 
	(B)	 	The Offshore Security Agent is acting as agent and trustee for the Finance Parties
pursuant to the Facility Agreement and as agent and trustee for the Finance Parties pursuant
to this Deed.
	 
	(C)	 	It is a condition precedent to the Lenders making the Facility available to the Borrower that
each Mortgagor enters into this Deed.




 









 











NOW THIS DEED WITNESSES as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions and Construction. In this Deed, unless the context requires
otherwise:






	 	(a)	 	terms and expressions defined in or construed for the purposes of the
Facility Agreement shall have the same meanings or be construed in the same manner when
used in this Deed;
	 
	 	(b)	 	the expression “Offshore Security Agent” shall mean the Offshore Security Agent
acting in its capacity as trustee for itself and the other Finance Parties pursuant to
the trust declared by Clause 1.3 in respect of holding, releasing and/or reassigning the
rights, benefits and interests conferred by Clause 2.1 and, in all other contexts shall
mean the Offshore Security Agent on its own behalf and in its capacity as agent and
trustee for the Finance Parties and the expression “Finance Parties” shall have the
meaning ascribed to it in the Facility Agreement;
	 
	 	(c)	 	“Additional Shares” means all stocks, shares and securities beneficially
owned any one or two or all of the Mortgagors (jointly or severally) in the
Company (except for such stocks, shares and securities as would constitute in
aggregate with the Shares in excess of fifty-one percent (51%) of the entire issued
share capital of the Company) represented by any share certificates or other documents of
title from time to time deposited or to be deposited by such Mortgagor or Mortgagors
with the Offshore Security Agent and/or its nominees;
	 
	 	(d)	 	“Company” means Far East Energy Limited;
	 
	 	(e)	 	“Dividends” means all dividends, interest and other sums which are or may become
payable by the Company to any person in its capacity as shareholder of the Company and
includes:






	 	(i)	 	the right to receive any and all such sums and all claims
in respect of any default in paying such sums; and
	 
	 	(ii)	 	all forms of remittance of such sums and any bank or
other account to which such sums may be paid or credited;






	 	(f)	 	“Original Shares” means all shares of the Company as described in Schedule 1;
	 
	 	(g)	 	“Secured Indebtedness” means all and any sums (whether principal, interest, fees
or otherwise) which are now or at any time may become payable by the Borrower under the
Facility Agreement and each of the other Finance Document to which it is a party and all
other monies hereby secured;




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	 	(h)	 	“Shares” means the Original Shares and the Additional Shares and, where
the context permits, includes the Dividends and those stocks, shares, rights,
monies and other property referred to in Clause 2.4.






	1.2	 	The Mortgagors. References to the Mortgagors shall mean and include each and every
person liable hereunder (including, in the case of a firm, all the partners thereof) or, where
the context permits, any one or more of them and all representations, warranties,
undertakings, agreements and obligations of the Mortgagors herein expressed or implied
shall, unless the context requires otherwise, be deemed to be made, given or assumed by the
Mortgagors jointly and severally.
	 
	1.3	 	Trust. All rights, benefits and interests granted to or conferred upon the
Offshore Security Agent pursuant to Clause 2.1 and all other rights, powers and
discretions granted to or conferred upon the Offshore Security Agent under this Deed shall
be held by the Offshore Security Agent on trust for the benefit of itself as agent and trustee
and for the Finance Parties from time to time. The Offshore Security Agent may do all acts
within its power to administer and manage the trust constituted by this Clause including any
full or partial release and/or re-assignment by deed of the rights, benefits and interests
conferred by Clause 2.1 or the release of any Shares from this Deed. The trust constituted by
this Clause shall come into existence on the date of this Deed and shall last for so long as
any part of the Secured Indebtedness remains unpaid or the performance of any obligation under
any Finance Document has not been performed in full Provided that, for the purposes of the rule
against perpetuities, the perpetuity period applicable to the trust constituted under this
Clause and dispositions made or to be made pursuant to this Deed and this trust, is
hereby specified as a period of eighty (80) years less one (1) day from the date of this Deed.
	 
	1.4	 	Successors and Assigns. The expressions “Mortgagors”, “Borrower”, “Offshore Security
Agent”, “Lenders” and “Finance Parties” shall where the context permits include their
respective personal representatives, successors, transferee and permitted assigns and any
persons deriving title under them.
	 
	1.5	 	Miscellaneous. In this Deed, unless the context requires otherwise, references
to provisions of any law or regulation shall be construed as references to those provisions as
replaced, amended, modified or re-enacted from time to time; words importing the singular
include the plural and vice versa and words importing a gender include every gender; references
to this Deed or any other Finance Document shall be construed as references to such document as
the same may be amended, supplemented or novated from time to time; unless otherwise stated,
references to Clauses and Schedules are to clauses of and schedules to this Deed and references
to this Deed include its Schedules. Clause headings are inserted for reference only and shall
be ignored in construing this Deed.
	 
	2.	 	MORTGAGE OF SHARES
	 
	2.1	 	Mortgage. In consideration of the Lenders agreeing to make the Facility available to
the Borrower upon the terms and conditions of the Facility Agreement, each Mortgagor as
beneficial owner mortgages, charges and assigns by way of first legal




3









 












	 	 	mortgage the Shares set opposite its name in Schedule 1 to the Offshore Security
Agent as a continuing security for the due and punctual payment of the Secured
Indebtedness and the due and punctual performance and observance by the Borrower of all
other obligations of the Borrower contained in any Finance Document to which it is a
party.
	 
	2.2	 	Deposit of Documents. For the purpose of enabling the Offshore Security Agent
to exercise its rights under this Deed, each Mortgagor undertakes forthwith upon the execution
of this Deed to deposit, or procure that there be deposited with the Offshore Security Agent:






	 	(i)	 	the certificates in respect of the Shares together with
instruments of transfer and contract notes in respect thereof, duly executed
in blank;
	 
	 	(ii)	 	signed undated letters of resignation from each director of
the Company appointed or nominated by or on behalf of each Mortgagor or in
the name of each Mortgagor in the form set out in Schedule 2;
	 
	 	(iii)	 	an undated board resolution of all the directors of the
Company appointed or nominated by or on behalf of each Mortgagor or in the
name of each Mortgagor to approve any transfer of the Shares effected
pursuant to this Deed, accept the directors’ resignations and appoint new
directors in the form set out in Schedule 3;
	 
	 	(iv)	 	duly executed letters of undertaking and authorization from
each director of the Company appointed or nominated by or on behalf of each
Mortgagor or in the name of each Mortgagor relating to the documents (ii) and
(iii) above, in the form set out in Schedule 4;
	 
	 	(v)	 	a duly executed letter of undertaking by the Company
relating to registration of Shares, in the form set out in Schedule 5; and
	 
	 	(vi)	 	irrevocable general authorisations in respect of the
representation of Offshore Security Agent (and its nominees) at meetings of
the Company, in the form set out in Schedule 6.






	2.3	 	Registration in Name of Offshore Security Agent. Each Mortgagor agrees that at
any time during the continuance of an Event of Default and for the duration of such continuance,
the Offshore Security Agent may, at the cost of the Mortgagors (but subject to clause 11.7 of
the Facility Agreement), register the Shares in the name of the Offshore Security Agent or its
nominee.
	 
	2.4	 	Dividends and Accretions. This Deed shall extend to and include all Dividends and all
stocks, shares (and the Dividends in respect thereof), rights, monies or other property
accruing or offered at any time by way of redemption, substitution, bonus, preference, option
or otherwise to or in respect of any of the Shares and all allotments, accretions, offers,
rights, benefits and advantages whatsoever at any time accruing, made, offered or arising in
respect of any of the same and all further Additional Shares issued subsequent hereto. If any
Mortgagor shall acquire any such other stocks or




4









 












	 	 	shares as aforesaid, it shall forthwith deliver or procure that there be delivered to
the Offshore Security Agent the certificates in respect thereof together with instruments
of transfer and contract notes in respect thereof duly executed in blank to enable the
same to be registered in the name of the Offshore Security Agent or its nominee.
	 
	2.5	 	No Liability for Calls. Nothing in this Deed shall be construed as placing on
any Finance Party any liability whatsoever in respect of any calls, instalments or
other payments relating to any of the Shares or any rights, shares or other securities
accruing, offered or arising as aforesaid, and, subject to clause 11.7 of the Facility
Agreement, the Mortgagors shall indemnify each Finance Party in respect of all calls,
instalments or other payments relating to any of the Shares and to any rights, shares and
other securities accruing, offered or arising as aforesaid in respect of any of the Shares.
	 
	2.6	 	Discharge. Promptly upon payment in full of all the Secured Indebtedness to
the satisfaction of the Offshore Security Agent and cancellation of the Facility, the Offshore
Security Agent shall, at the request and cost of the Mortgagors (but subject to clause 11.7 of
the Facility Agreement), and in such form as the Offshore Security Agent shall approve,
discharge the security created by this Deed.
	 
	3.	 	CONTINUING SECURITY
	 
	 	 	This Deed shall be a continuing security and shall remain in full force and effect until
the Secured Indebtedness has been paid in full, notwithstanding the death, bankruptcy,
insolvency or liquidation or any incapacity or change in the constitution or status of any
Mortgagor or the Company any other person or any intermediate settlement of account or
other matter whatsoever. This Deed is in addition to, and independent of, any Encumbrance,
guarantee or other security or right or remedy now or at any time hereafter held by or
available to any Finance Party.
	 
	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Representations and Warranties. Each Mortgagor represents and warrants to
the Offshore Security Agent that:






	 	(a)	 	each Mortgagor has full capacity and legal right to own the Shares that it owns;
	 
	 	(b)	 	each Mortgagor has full capacity and legal right to enter into and engage in
the transactions contemplated by this Deed and, subject to Legal
Reservations, this Deed
constitutes legal, valid and binding obligations of each Mortgagor enforceable in
accordance with its terms;
	 
	 	(c)	 	neither the execution of this Deed nor the performance by each Mortgagor
of any of its obligations or the exercise of any of its rights hereunder will
conflict with or result in a material breach of any law, regulation, judgment,
order, authorisation, agreement or obligation applicable to it or cause any
limitation placed on it to be exceeded or result in the creation of or oblige any
Mortgagor to create an Encumbrance in respect of the Shares (except in
favour of the




5









 












	 	 	 	Offshore Security Agent under or pursuant to this Deed);
	 
	 	(d)	 	all authorisations required from any governmental or other authority or
from any creditors of each Mortgagor for or in connection with the execution, validity
and performance of this Deed have been obtained and are in full force and effect and
there has been no default under the conditions of any of the same;
	 
	 	(e)	 	no litigation, arbitration or administrative proceeding is currently taking
place or (to the best of its knowledge and belief) pending or threatened against
each Mortgagor or its assets or revenues which, if adversely determined,
might reasonably be expected to have a Material Adverse Effect;
	 
	 	(f)	 	it is not necessary in order to ensure the validity, enforceability, priority
or admissibility in evidence in proceedings of this Deed in Hong Kong or the Cayman
Islands or the PRC that it or any other document be filed or registered with any
authority in Hong Kong or the Cayman Islands or the PRC or that any tax be paid in
respect thereof;
	 
	 	(g)	 	the particulars of the Shares set out in Schedule 1 are accurate and the
Shares described therein constitute not less than fifty-one percent (51%) of the
entire issued share capital of the Company at the date hereof and all the Shares
have been validly issued and are fully paid up;
	 
	 	(h)	 	subject to this Deed, each Mortgagor is the sole beneficial owner of the
Shares set opposite its name in Schedule 1 and the relevant Additional Shares and is
the legal owner of all such Shares and each Mortgagor has good and marketable title
thereto;
	 
	 	(i)	 	no Encumbrance exists over all or any part of the Shares (except as created
under or pursuant to this Deed);
	 
	 	(j)	 	each Mortgagor has not granted in favour of any other person any interest in
or any option or other rights in respect of any of the Shares and no other person has
any interest in or any option or other rights in respect of any of the Shares;
	 
	 	(k)	 	there are no duplicate copies of the certificates in respect of the Shares
or other certificates representing the Shares; and
	 
	 	(1)	 	each Mortgagor is generally subject to civil and commercial law and to legal
proceedings and neither the Mortgagor nor any of its assets or revenues is entitled to
any immunity or privilege (sovereign or otherwise) from any set-off, judgment,
execution, attachment or other legal process.






	4.2	 	Continuing Representation and Warranty. Each Mortgagor also represents and warrants
to and undertakes with the Offshore Security Agent that the foregoing representations and
warranties will be true and accurate on the date of each Advance and on each Interest Payment
Date with reference to the facts and circumstances




6









 












	 	 	subsisting as at the date on which such representations and warranties are deemed to be
made.
	 
	4.3	 	Purpose of the Representations. Each Finance Party acknowledges and agrees that the
representations set out in this Clause 4 are for risk allocation purposes under clause 15.1(d)
of the Facility Agreement only, and in the event that any representation or warranty made or
deemed to be made by a Mortgagor pursuant to this Clause 4 proves to have been incorrect or
misleading in any respect, this shall not lead to any personal liability on the Mortgagors and
no claim (other than the exercise of the rights of the Finance Parties hereunder in relation
to the Shares) shall be made against the Mortgagors by any Finance Parties in respect of such
representations.
	 
	5.	 	UNDERTAKINGS
	 
	 	 	Each Mortgagor undertakes and agrees with the Offshore Security Agent throughout the
continuance of this Deed and so long as the Secured Indebtedness or any part thereof
remains owing that each Mortgagor will, unless the Offshore Security Agent (acting on the
instructions of the Facility Agent) otherwise agrees in writing:






	 	(a)	 	not create or attempt or agree to create or permit to arise or exist
any Encumbrance over all or any part of the Shares or any interest therein or otherwise
assign, deal with or dispose of all or any part of the Shares (except under or pursuant
to this Deed);
	 
	 	(b)	 	not grant in favour of any other person any interest in or any option or
other rights in respect of any of the Shares;
	 
	 	(c)	 	at all times remain the beneficial owner of the Shares set opposite its name
in Schedule 1 and the relevant Additional Shares and ensure that the Shares at all times
constitute no less than fifty-one percent (51%) of the entire issued share capital from
time to time of the Company (including but not limited to when the Shares do not
constitute no less than fifty-one percent (51%) of the entire issued share capital from
time to time of the Company, immediately take all actions to mortgage all the relevant
shares in the issued share capital of the Company in favour of the Offshore Security
Agent in accordance with Clause 2.4 to fulfil the obligation hereunder);
	 
	 	(d)	 	promptly upon the appointment of any new director of the Company (if such new
director is appointed or nominated by or on behalf of any Mortgagor or in the name of
any Mortgagor), deposit or procure that there be deposited with the Offshore Security
Agent (A) a signed undated letter of resignation by such director in the form set out in
Schedule 2; (B) an undated board resolution of all the directors of the Company
appointed or nominated by or on behalf of any Mortgagor or in the name of any Mortgagor
to accept the directors’ resignations and appoint new directors in the form set out in
Schedule 3; (C)duly executed letters of undertaking and authorization from such
director relating to the documents (A) and (B) above, in the form set out in Schedule 4;




7









 












	 	(e)	 	punctually pay all calls or other payments due in respect of all or any part
of the Shares;
	 
	 	(f)	 	not voluntarily commence to wind up or dissolve the Company;
	 
	 	(g)	 	do or permit to be done every act or thing which the Offshore Security
Agent may from time to time reasonably require for the purpose of enforcing the rights
of the Offshore Security Agent hereunder;
	 
	 	(h)	 	not do or cause or permit to be done anything which may in any way adversely
affect the security created hereunder or the rights of the Offshore Security Agent
hereunder.






	6.	 	POWER OF SALE
	 
	6.1	 	Enforceability. During the continuance of an Event of Default, the Offshore
Security Agent or its nominee may, without further notice or authority, sell or dispose of all
or any part of the Shares and may apply the proceeds of any such sale or disposition in
or towards the discharge of the costs thereby incurred and of the Secured Indebtedness in such
manner as it in its absolute discretion thinks fit.
	 
	6.2	 	Sale of Shares. The Offshore Security Agent shall be entitled to exercise such
power of sale in such manner and at such time or times and for such consideration
(whether payable immediately or by instalments) as it shall in its absolute discretion think
fit (whether by private sale, public auction or otherwise) and so that the Shares (or
any relevant part thereof) may be sold (i) subject to any conditions which the Offshore Security
Agent may think fit to impose, (ii) to any person (including any person connected with any
Mortgagor, the Company, the Borrower or any Finance Party, provided that any sale to a person
connected with any Finance Party shall be entered into in good faith at a fair market value)
and (iii) at any price which the Offshore Security Agent, in its absolute discretion, considers
to be the best obtainable in the circumstances taking into account the nature of the Company as
a private company.
	 
	6.3	 	Dividends. At any time during the continuance of an Event of Default, any
Dividends which have been or may be received or receivable by the Offshore Security Agent or any
nominee of the Offshore Security Agent may be applied by the Offshore Security Agent as though
they were proceeds of sale hereunder and any Dividends declared or paid during the continuance
of an Event of Default which may be received or receivable by any Mortgagor shall be paid
forthwith upon receipt to the Offshore Security Agent and may be applied by the Offshore
Security Agent as though they were proceeds of sale hereunder.
	 
	6.4	 	Purchaser Not Bound to Enquire. The Offshore Security Agent is authorised to give
a good discharge for any moneys received by it pursuant to the exercise of its power of sale and
a purchaser shall not be bound to enquire whether the power of sale has arisen as herein
provided nor be concerned with the manner of application of the proceeds of sale.




8









 












	6.5	 	No Liability for Losses. The Mortgagors shall not have any claim
against the Offshore Security Agent or its nominee or any other Finance Party in respect of
any loss arising out of any such sale or any postponement thereof howsoever caused
and whether or not a better price could or might have been obtained upon the sale of
the Shares or any of them by deferring or advancing the date of such sale or
otherwise howsoever.
	 
	6.6	 	Waiver of Pre-emption Rights. Each Mortgagor waives any right it may have under the
articles of association of the Company or otherwise to purchase the Shares or any of them in
the event that they are sold or otherwise disposed of pursuant to the power of sale contained
in this Clause.
	 
	7.	 	DIVIDENDS AND VOTING RIGHTS
	 
	7.1	 	Dividends and Voting Rights. At any time during the continuance of an Event
of Default, the Offshore Security Agent shall have complete discretion to retain the Dividends
received by the Offshore Security Agent and to exercise or abstain from exercising all voting
and other rights and powers attaching to the Shares as the Offshore Security Agent in its
absolute discretion thinks fit without being liable for any losses which the Mortgagors may
suffer as a result thereof. For the avoidance of doubt, if there is not a continuing Event of
Default, the Mortgagors shall have complete discretion to retain the Dividends received by them
and to exercise or abstain from exercising all voting and other rights and powers attaching to
the Shares.
	 
	7.2	 	Authority to Sign Proxies, Each Mortgagor irrevocably authorises the Offshore Security
Agent to sign on its behalf and on behalf of each person holding any of the Shares as the
nominee of such Mortgagor any proxies or other documents which the Offshore Security Agent may
require to enable the Offshore Security Agent to exercise such voting and other rights and
powers attaching to the Shares in accordance with this Deed.
	 
	8.	 	CLAIMS BY MORTGAGORS
	 
	 	 	Each Mortgagor represents to and undertakes with the Offshore Security Agent that it has
not taken and will not take any security in respect of its liability under this Deed
whether from the Borrower or the Company or any other person. So long as any sum remains
owing by the Borrower to any Finance Party, each Mortgagor shall not exercise any right of
subrogation, contribution or any other rights of a surety or enforce any security or other
right or claim against the Borrower or the Company (whether in respect of its liability
under this Deed or otherwise) or any other person who has guaranteed or given any security
in respect of the Secured Indebtedness or claim in the insolvency or liquidation of the
Borrower or the Company or any such other person in competition with any Finance Party. If
any Mortgagor receives any payment or benefit in breach of this Clause, it shall hold the
same upon trust for the Offshore Security Agent as a continuing security for the Secured
Indebtedness.




9









 












	9.	 	TAXES AND OTHER DEDUCTIONS
	 
	 	 	All sums payable by the Mortgagors under this Deed shall be paid in full without
set-off or counterclaim or any restriction or condition and free and clear of any tax or
other deductions or withholdings of any nature. If the Mortgagors or any other person are
required by any law or regulation to make any deduction or withholding (on account of tax
or otherwise) from any payment for the account of any Finance Party, the Mortgagors shall,
together with such payment, pay such additional amount as will ensure that such Finance
Party receives (free and clear of any tax or other deductions or withholdings) the full
amount which it would have received if no such deduction or withholding had been required.
The Mortgagors shall promptly forward to the Offshore Security Agent copies of official
receipts or other evidence showing that the full amount of any such deduction or
withholding has been paid over to the relevant taxation or other authority.
	 
	10.	 	COSTS, CHARGES AND EXPENSES
	 
	10.1	 	Costs, Charges and Expenses. Subject to clause 11.7 of the Facility Agreement,
each of the Mortgagors shall from time to time forthwith on demand pay to or reimburse each
Finance Party for:






	 	(a)	 	all reasonable costs, charges and expenses (including legal and other fees on
a full indemnity basis and all other out-of-pocket expenses, provided that any travel
expenses are incurred in relation to the economy class of the relevant type of
transportation involved) incurred by any Finance Party in connection with the
preparation, execution and registration of this Deed, any other documents required in
connection with this Deed and any amendment to or extension of, or the giving of any
consent or waiver in connection with, this Deed if the same is requested by any
Mortgagor or the Borrower; and
	 
	 	(b)	 	all costs, charges and expenses (including legal and other fees on a
full indemnity basis and all other out-of-pocket expenses, provided that any
travel expenses are incurred in relation to the economy class of the relevant type
of transportation involved) incurred by any Finance Party in investigating any event
which it reasonably believes is an Event of Default or Potential Event of Default or in
exercising any of its or their rights or powers hereunder or in suing for or seeking to
recover any sums due hereunder or otherwise preserving or enforcing its or their rights
hereunder or in defending any claims brought against it or them in respect of this Deed
or in releasing or reassigning this Deed upon payment of all monies hereby secured,






	 	 	and, until payment of the same in full, all such costs, charges and expenses shall be
secured by this Deed.
	 
	10.2	 	Limit. The total amount of costs and expenses and other indemnities for which
Mr. Zhang Rui Lin may be liable to the Finance Parties under this Deed shall be limited
to US$1,000,000 (or its equivalent in other currency or currencies).






10












 






	11.	 	INDEMNITY
	 
	11.1	 	General Indemnity. Subject to clause 11.7 of the Facility Agreement, the Mortgagors
shall indemnify each Finance Party against all losses, liabilities, damages, costs and
expenses incurred by it in the execution or performance of the terms and conditions hereof and
against all actions, proceedings, claims, demands, costs, charges and expenses which may be
incurred, sustained or arise in respect of the non-performance or non-observance of any of the
undertakings and agreements on the part of any Mortgagor herein contained or in respect of any
matter or thing done or omitted relating in any way whatsoever to the Shares.
	 
	11.2	 	Currency Indemnity. If an amount due to any Finance Party from the Mortgagors in one
currency (the “first currency”) is received by such Finance Party in another currency (the
“second currency”), the Mortgagors’ obligations to such Finance Party in respect of such
amount shall only be discharged to the extent that such Finance Party may purchase the first
currency with the second currency in accordance with normal banking procedures. If the
amount of the first currency which may be so purchased (after deducting any costs of exchange
and any other related costs) is less than the amount so due, the Mortgagors shall indemnify
such Finance Party against the shortfall. This indemnity shall be an obligation of the
Mortgagors independent of and in addition to its other obligations under this Deed.
	 
	11.3	 	Payment and Security. The Offshore Security Agent may retain and pay out of any
money in the Offshore Security Agent’s hands all sums necessary to effect the indemnity
contained in this Clause and all sums payable by the Mortgagors under this Clause shall form
part of the monies hereby secured.
	 
	12.	 	FURTHER ASSURANCE
	 
	12.1	 	Further Assurance. The Mortgagors shall at any time and from time to time (whether
before or after the security hereby created shall have become enforceable) execute such
further legal or other mortgages, charges or assignments and do all such transfers,
assurances, acts and things as the Offshore Security Agent may reasonably require over or in
respect of the Shares to secure all monies, obligations and liabilities hereby covenanted to
be paid or hereby secured or for the purposes of perfecting and completing any assignment of
the Offshore Security Agent’s rights, benefits or obligations hereunder and the Mortgagors
shall also give all notices, orders and directions which the Offshore Security Agent may
reasonably require.
	 
	12.2	 	Agreement to Execute Further Documents. Without limiting the foregoing, each
Mortgagor agrees from time to time to execute and sign or to procure that the person for the
time being holding any of the Shares as any Mortgagor’s nominee executes and signs all
transfers, powers of attorney, proxies and other documents which the Offshore Security Agent
may reasonably require for perfecting the Offshore Security Agent’s title to any of the Shares
or for vesting or enabling it to vest the same in itself, its nominee or in any purchaser
including, without limitation, procuring to be duly passed such resolutions by the directors
of the Company and such resolutions by any




11









 






	 	 	Mortgagor or the person holding any of the Shares as any Mortgagor’s nominee in an
extraordinary general meeting of the Company as the Offshore Security Agent shall
reasonably require for the purposes of approving and passing for registration any transfers
of any of the Shares, altering the Company’s memorandum or articles of association,
removing any directors of the Company, appointing new directors of the Company nominated by
the Offshore Security Agent or for such other purposes as the Offshore Security Agent shall
reasonably from time to time require.






	12.3	 	Enforcement of Offshore Security Agent’s Rights. The Mortgagors will do or permit to
be done everything which the Offshore Security Agent may from time to time require to be done
for the purpose of enforcing the Offshore Security Agent’s rights hereunder and will allow
the name of the Mortgagors to be used as and when required by the Offshore Security Agent for
that purpose.
	 
	13.	 	POWER OF ATTORNEY
	 
	 	 	Each Mortgagor irrevocably appoints the Offshore Security Agent by way of security to be
its attorney (with full power of substitution) and in its name or otherwise on its behalf
and as its act and deed to sign, seal, execute, deliver, perfect and do all deeds,
instruments, acts and things which may be reasonably required or which the Offshore
Security Agent shall reasonably think proper or expedient for carrying out any obligations
imposed on any Mortgagor hereunder or for exercising any of the powers hereby conferred or
for giving to the Offshore Security Agent the full benefit of this security and so that the
appointment hereby made shall operate to confer on the Offshore Security Agent authority to
do on behalf of any Mortgagor anything which it can lawfully do by an attorney. Each
Mortgagor ratifies and confirms and agrees to ratify and confirm any deed, instrument, act
or thing which such attorney or substitute may execute or do.
	 
	14.	 	EVIDENCE OF DEBT
	 
	 	 	Any statement of account purporting to show an amount due from the Borrower under any
Finance Document to which it is a party or from the Mortgagors under this Deed and signed
as correct by a duly authorised officer of the Facility Agent shall, in the absence of
manifest error, be conclusive evidence of the amount so due.
	 
	15.	 	SUSPENSE ACCOUNT
	 
	15.1	 	Right to Credit Suspense Account. The Offshore Security Agent may place and keep any
monies received by virtue of this Deed (whether before or after the death, bankruptcy,
insolvency or liquidation of any Mortgagor or the Borrower or the Company) to the credit of a
suspense account for so long as the Offshore Security Agent may think fit in order to
preserve the rights of any Finance Party to sue or prove for the whole amount of its claims
against any Mortgagor or the Borrower or the Company or any other person.




12









 












	15.2	 	Subsequent Encumbrances. If any Finance Party receives notice of any breach of
Clauses 5(b) or 5(c), any Finance Party may open a new account for the Borrower.
Whether or not they do so they shall each be treated as if they had opened a new account at
the time of such breach (unless it or they give written notice to the contrary to the
Mortgagors). As from the time of such breach all payments made by or on behalf of the
Borrower to or received pursuant to this Deed by any Finance Party shall be credited or
treated as having been credited to the new account and shall not operate to reduce the
amount due from the Borrower or any Mortgagor or the Company to such Finance Party at the
time of such breach.
	 
	16.	 	WAIVER AND SEVERABILITY
	 
	 	 	No failure or delay by the Offshore Security Agent in exercising any right, power or remedy
hereunder shall impair such right, power or remedy or operate as a waiver thereof, nor
shall any single or partial exercise of the same preclude any further exercise thereof or
the exercise of any other right, power or remedy. The rights, powers and remedies herein
provided are cumulative and do not exclude any other rights, powers and remedies provided
by law. 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, the legality, validity and
enforceability of such provision under the law of any other jurisdiction, and of the
remaining provisions of this Deed, shall not be affected or impaired thereby.
	 
	17.	 	MISCELLANEOUS
	 
	17.1	 	Continuing Obligations. The liabilities and obligations of the Mortgagors under this
Deed shall remain in force notwithstanding any act, omission, event or circumstance
whatsoever, until full, proper and valid payment of the Secured Indebtedness.
	 
	17.2	 	Protective Clauses. Without limiting Clause 17.1, neither the liability of any
Mortgagor nor the validity or enforceability of this Deed shall be prejudiced, affected or
discharged by:






	 	(a)	 	any other Finance Document, Encumbrance, guarantee or other security or right
or remedy being or becoming held by or available to any Finance Party or by any of the
same being or becoming wholly or partly void, voidable, unenforceable or impaired or by
any Finance Party at any time releasing, refraining from enforcing, varying or in any
other way dealing with any of the same or any power, right or remedy any Finance Party
may now or hereafter have from or against any Mortgagor or the Borrower or the Company
or any other person or the granting of any time or indulgence to any Mortgagor or the
Borrower or the Company or any other person;
	 
	 	(b)	 	any variation or modification of any Finance Document or any other document
referred to therein;




13









 












	 	(c)	 	the invalidity or unenforceability of any obligation or liability of the
Borrower or any Mortgagor or the Company under any Finance Document to which it is a
party;
	 
	 	(d)	 	the death, bankruptcy, insolvency or liquidation or any incapacity,
disability or limitation or any change in the constitution or status of the Borrower
or any Mortgagor or the Company;
	 
	 	(e)	 	any invalidity or irregularity in the execution of this Deed or any of the
other Finance Documents or any deficiency in the powers of any Mortgagor or the
Borrower or the Company to enter into or perform any of its obligations hereunder or
under any of the other Finance Documents to which it is a party or any irregularity in
the exercise thereof or any lack of authority by any person purporting to act on
behalf of any Mortgagor or the Borrower or the Company;
	 
	 	(f)	 	any waiver, exercise, omission to exercise, compromise, renewal or release of
any rights against any Mortgagor or the Borrower or the Company or any other person or
any compromise, arrangement or settlement with any of the same;
	 
	 	(g)	 	any act, omission, event or circumstance which would or may but for this
provision operate to prejudice, affect or discharge this Deed or the liability of any
Mortgagor or the Borrower or the Company hereunder.






	17.3	 	Binding Nature of Deed. Each of the Mortgagors agrees to be bound by this Deed
notwithstanding that any other person who was intended to sign or be bound by this Deed fails,
for any reason, so to sign or be bound or that this Deed is for any reason invalid or
unenforceable against such person.
	 
	17.4	 	Release of Mortgagors. Without prejudice to the generality of Clause 15.2, any
Finance Party may release any of the Mortgagors from liability under this Deed or vary or
modify the obligations of or grant any time or indulgence to or make any other arrangements
with any of the Mortgagors without affecting or discharging its rights against the other
Mortgagors.
	 
	17.5	 	Unrestricted Right of Enforcement. This Deed may be enforced without the Finance
Parties first having recourse to any other security or rights or taking any other steps or
proceedings against the Borrower or any Mortgagor or the Company or any other person or may be
enforced for any balance due after resorting to any one or more other means of obtaining
payment or discharge of the monies, obligations and liabilities hereby secured.
	 
	17.6	 	Discharges and Releases. Notwithstanding any discharge, release or settlement from
time to time between any Finance Party and any Mortgagor, if any security, disposition or
payment granted or made to any Finance Party in respect of the Secured Indebtedness by any
Mortgagor or the Borrower or the Company or any other person is avoided or set aside or
ordered to be surrendered, paid away, refunded or reduced by virtue of any provision, law or
enactment relating to death, bankruptcy, insolvency, liquidation, winding-up, composition or
arrangement for the time being in force or for




14









 






	 	 	any other reason, the Offshore Security Agent shall be entitled hereafter to enforce
this Deed as if no such discharge, release or settlement had occurred.






	17.7	 	Finance Parties’ Rights Several. The rights of the Finance Parties under this Deed
are several and accordingly:






	 	(a)	 	the amount at any time due hereunder to each Finance Party shall be a separate
and independent debt and each Finance Party shall be entitled to protect and enforce
its rights arising out of this Deed; and
	 
	 	(b)	 	the failure of any Finance Party to perform its obligations under the Facility
Agreement or under this Deed shall not affect the rights of the other Finance Parties
under this Deed.






	17.8	 	Pro Rata Sharing. Each Mortgagor acknowledges that, if at any time any Finance
Party receives any amount from any Mortgagor, the Borrower or the Company or any other person
in respect of sums due from the Borrower or any Mortgagor or the Company under the Facility
Agreement or any Finance Document (other than through the Facility Agent pursuant to the
Facility Agreement) whether by way of voluntary or involuntary payment, set-off or otherwise,
it will promptly pay to the Facility Agent the amount so received for distribution to the
Finance Parties in accordance with the Facility Agreement. The Facility Agent shall treat
such amount as if it were a payment directly to the Facility Agent on account of sums due from
the Borrower or such Mortgagor or the Company under the Facility Agreement or any Finance
Document so that, as between such Mortgagor and the Finance Party who originally received the
amount, the amount shall not be treated as having been paid and such Finance Party shall
retain all its rights against such Mortgagor or the Borrower or the Company otherwise with
respect to such amount (except to the extent of any sum received by it from such distribution
by the Facility Agent). Notwithstanding the foregoing provisions of this Clause,






	 	(a)	 	in respect of any amount received by any Finance Party arising from any legal
proceeding brought against any Mortgagor, the Borrower, the Company or any other person
for recovering any amount due and payable to such Finance Party under the Facility
Agreement and any Finance Document, such Finance Party is not obliged to share such
received amount with any other Finance Party who has the legal right to participate in
such legal proceeding but has not participated after obtaining a reasonable opportunity
to so participate, and has not on its own behalf commenced (and use its best endeavours
to proceed with) any enforcement of its rights against any Mortgagor, the Borrower, the
Company or any other person; and
	 
	 	(b)	 	if any Finance Party is obliged to refund any Mortgagor, the Borrower, the
Company or any other person any part of the amount received from such Mortgagor, the
Borrower, the Company or such other person and shared according to this Clause, each
other Finance Party shall provide the Facility Agent such funds which such Finance
Party is obliged to refund (after deducting (the appropriate portion of) such amount
distributed to and received by such Finance Party by the Facility Agent).




15









 












	17.9	 	Amendment. Any amendment or waiver of any provision of this Deed and any waiver of
any default under this Deed shall only be effective if made in writing and signed by the
Offshore Security Agent and (in relation to any amendment of any provision of this Deed) the
Mortgagors.
	 
	17.10	 	Counterparts.






	 	(a)	 	This Deed (i) 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; and (ii) the executed signature pages of each party to this Deed may be collated
into and attached to any number of single copies of this Deed, pursuant to paragraph
(b) below, as if each of them had been executed by both parties in a single copy, and
this has the same effect as if the Deed had been executed in the relevant number of
single copies.
	 
	 	(b)	 	If the parties to this Deed choose to execute the same in accordance with
paragraph (a)(ii) above, each party will transmit its signed signature page(s) either
to (i) Baker & McKenzie (or such other person authorised by each party to this Deed)
or (ii) the Offshore Security Agent (or such other person authorised by the Offshore
Security Agent) (each person referred to in paragraphs (i) and (ii) above a
“Recipient”), and the Recipient shall be and shall be deemed to be authorised by each
such party, upon receipt of the executed signature pages of each party to this Deed,
to collate and attach them into single copies of the Deed (with one executed signature
page of each party being collated into and attached to one such single copy). For the
avoidance of doubt, the Recipient shall have no further duties connected with its
position as Recipient.






	17.11	 	Recovery of Costs. The parties to this Deed agree to and to be bound by the
provisions of clause 11.7 of the Facility Agreement and that such provisions shall be deemed
to be incorporated into this Deed as if they were set out in full in this Deed, mutatis
mutandis. Accordingly, to the extent that any Finance Party is entitled to make a demand for
payment against a Mortgagor in accordance with clause 11.7 of the Facility Agreement, such
Mortgagor shall upon such demand make the relevant payment accordingly.
	 
	18.	 	ASSIGNMENT
	 
	18.1	 	The Mortgagor. The Mortgagors shall not assign any of their rights hereunder.
	 
	18.2	 	The Offshore Security Agent and Finance Parties. Any of the Offshore Security Agent
and the other Finance Parties may assign or grant participations in all or any part of their
rights under this Deed and make disclosures in accordance with the provisions of clause 22 of
the Facility Agreement but as if references therein to the Borrower were references to the
Mortgagors.




16









 












	19.	 	NOTICES
	 
	19.1	 	Delivery. Each notice, demand or other communication to be given or made under this
Deed shall be in writing and delivered or sent to the relevant party at its address or fax
number set out below (or such other address or fax number as the addressee has by five (5)
days’ prior written notice specified to the other party):





	 	 	 
	To the Mortgagors:

	 	ZHAO JIANGWEI ()
	 

	 	c/o Room 402, Block C, Yuanda Centre
	 

	 	Huizhong Road, Chaoyang
	 

	 	Beijing
	 

	 	People’s Republic of China
	 
	 	 
	 

	 	Fax Number: (8610) 5123 8866
	 
	 	 
	 

	 	ZHANG RUI LIN ()
	 

	 	c/o Room 402, Block C, Yuanda Centre
	 

	 	Huizhong Road, Chaoyang
	 

	 	Beijing
	 

	 	People’s Republic of China
	 
	 	 
	 

	 	Fax Number: (8610) 5123 8866
	 
	 	 
	 

	 	SHANG ZHI GUO ()
	 

	 	c/o Room 402, Block C, Yuanda Centre
	 

	 	Huizhong Road, Chaoyang
	 

	 	Beijing
	 

	 	People’s Republic of China
	 
	 	 
	 

	 	Fax Number: (8610) 5123 8866
	 
	 	 
	In each case with a copy to:
	 	 
	 
	 	 
	 

	 	MI Energy Corporation
	 

	 	Room 402, Block C, Yuanda Center
	 

	 	Huizhong Road, Chaoyang, Beijing
	 

	 	PRC
	 
	 	 
	 

	 	Fax Number:  (8610) 5123 8866
	 

	 	Attention:        Mr. Zhang Rui Lin / Mr. Forrest
	 

	 	                        Dietrich / Mr. Allen Mak
	 
	 	 
	To the Offshore Security Agent:

	 	CITIC Ka Wah Bank Limited
	 

	 	9/F., Lippo Centre, Tower 1
	 

	 	89 Queensway
	 

	 	Central
	 

	 	Hong Kong






17









 






	 	 	 
	 

	Fax Number 	: (852) 3603 4398
	 

	Attention 	: Ms. Janice Sze / Ms. Windy Lau







	19.2	 	Deemed Delivery. Any notice, demand or other communication so addressed to the
relevant party shall be deemed to have been delivered (a) if given or made by letter, when
actually delivered to the relevant address and (b) if given or made by fax, when despatched
with electronic confirmation of complete and error-free transmission, Provided that, if such
day is not a working day in the place to which it is sent, such notice, demand or other
communication shall be deemed delivered on the next following working day at such place.
	 
	20.	 	GOVERNING LAW AND JURISDICTION
	 
	20.1	 	Law. This Deed and the rights and obligations of the parties hereunder shall be
governed by and construed in accordance with the laws of Hong Kong.
	 
	20.2	 	Jurisdiction. Each Mortgagor agrees that any legal action or proceeding arising out
of or relating to this Deed may be brought in the courts of Hong Kong and irrevocably submits
to the non-exclusive jurisdiction of such courts.
	 
	20.3	 	Process Agent. Each Mortgagor hereby appoints Law Debenture Services (H.K.) Limited
(the “Process Agent”) to be its agent to accept on behalf of such Mortgagor service of process
issued by the Offshore Security Agent in relation to this Deed. In the event of any action
being commenced in relation to this Deed, each Mortgagor agrees that the process by which such
action is commenced shall be sufficiently served on such Mortgagor, and shall be deemed to
have been so served, if addressed to the Process Agent and left at or sent by post to the
following address:





Room 3105, Alexandra House, 18 Chater Road, Central, Hong Kong





		 	or to the registered office for the time being of the Process Agent. Notice of any change
of Process Agent and/or its address for service in Hong Kong may be given to the Offshore
Security Agent in writing by the Mortgagors, in which case the new details of the new
Process Agent and/or address will only apply with effect from the fifteenth (15th) day
after receipt of such notice by the Offshore Security Agent. If service of process on the
Process Agent is impracticable because the address for service has ceased to exist or
otherwise, each Mortgagor agrees that, so long as the Offshore Security Agent has arranged
for the relevant documents to be couriered to the Mortgagors’ address as set out in Clause
19.1 (whether or not the Mortgagors have received such documents), the process shall be
sufficiently served by inserting an advertisement of such process in an issue of a daily
newspaper in Hong Kong, whereupon service shall be deemed to have been effected on the day
of publication of such advertisement.
	 
	20.4	 	No Limitation on Right of Action. Nothing herein shall limit the right of the Finance
Parties to commence any legal action against any Mortgagor and/or its property in any other
jurisdiction or to serve process in any manner permitted by law, and the taking




18









 












		 	of proceedings in any jurisdiction shall not preclude the taking of proceedings in any
other jurisdiction whether concurrently or not.
	 
	20.5	 	Waiver; Final Judgment Conclusive. Each Mortgagor irrevocably and unconditionally
waives any objection which it may now or hereafter have to the choice of Hong Kong as the
venue of any legal action arising out of or relating to this Deed. Each Mortgagor also
agrees that a final judgment against it in any such legal action shall be final and conclusive
and may be enforced in any other jurisdiction, and that a certified or otherwise duly
authenticated copy of the judgment shall be conclusive evidence of the fact and amount of its
indebtedness.
	 
	20.6	 	Waiver of Immunity. Each Mortgagor irrevocably waives any immunity to which it or its
property may at any time be or become entitled, whether characterised as sovereign immunity or
otherwise, from any set-off or legal action in Hong Kong or elsewhere, including immunity from
service of process, immunity from jurisdiction of any court or tribunal, and immunity of any
of its property from attachment prior to judgment or from execution of a judgment.
	 
	21.	 	LANGUAGE
	 
	 	 	This Deed shall be prepared and executed in both English and Chinese. In case of any
inconsistency between the English version and the Chinese version of this Deed, the
English version shall prevail.




IN WITNESS whereof this Deed has been executed by the parties hereto and is intended to be and is
hereby delivered on the day and year first above written.




19









 








Schedule 1




Particulars of Shares



	 	 	 	 	 
	Name of Registered	 	Description and	 	Share Certificate
	Shareholder	 	No. of Shares	 	Number
	 
	 	 	 	 
	ZHAO JIANGWEI


	 	4,590 Ordinary Shares of HK$1.00 each
	 	Share Certificate No. 010
	 
	 	 	 	 
	ZHANG RUI LIN


	 	510 Ordinary Shares of HK$1.00 each
	 	Share Certificate No. 008
	 
	 	 	 	 
	SHANG ZHI GUO


	 	1 Ordinary Share of HK$1.00
	 	Share Certificate No. 7






20









 






Schedule 2




Form of Letter of Resignation




	To: 	 	 The Board of Directors of

FAR EAST ENERGY LIMITED (the “Company”)




I,                      , hereby resign my position as a director of the Company with effect from
                     20      and waive all claims to fees or compensation in connection
with my resignation.



Dated this            day of            20     




	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

as a DEED by

[name of relevant director]

in the presence of

Witness:

	 	)
)

)

)


	 	






21









 





[On duplicate]


I certify that the original of this notice was posted to the registered office of the Company on
                     20     




	 	 	 	 	 
	 	 	 
	
 	 	 
	[name of  relevant director] 	 	 
	 	 	 



22









 






	 	 	 	 	 



Schedule 3




Directors’ Resolutions



FAR EAST ENERGY LIMITED



(the “Company”)


Resolutions of the Directors of the Company passed pursuant to the Company’s Articles of
Association.





	1.	 	Resolved: that the unconditional and irrevocable resignation of each of the following
Directors of the Company now in office be accepted with immediate effect:
	 
	2.	 	Resolved: that the following person(s) be appointed Directors of the Company with immediate
effect:






23











 






	3.	 	Noted: that the instruments of transfer and bought and sold notes (the Transfers)
executed by Zhao JiangWei (), Zhang Rui Lin () and Shang Zhi Guo
, and ______________________________________

transferring






	 	(a)	 	                     shares in the Company from Zhao JiangWei () to
	 
	 	 	 	                                                                                
                                                                                
,
	 
	 	(b)	 	                     shares in the Company from Zhang Rui Lin () to
	 
	 	 	 	                                                                                
                                                            , and
	 
	 	(c)	 	                     shares in the Company from Shang Zhi Guo () to
	 
	 	 	 	 







	 	 	were provided to the directors of the Company.
	 
	 	 	Resolved: that the share transfers evidenced by the Transfers be approved, that upon
presentation of the duly stamped instruments of transfer and bought and sold notes, the
transferees named therein be entered in the register of the members of the Company in
respect of the shares so transferred, that new share certificates in respect of such
 shares be sealed with the common seal of the Company in accordance with the Articles of
Association of the Company and issued to the transferees as appropriate.





Dated :




	 	 	 	 
	 

Name: [

	] 	 

Name: [	] 
	Director

	 	Director	 
	 
	 	 	 
	 
Name: [
	] 	 
Name: [	] 
	Director
	 	Director	 






24









 







Schedule 4

Form of Letter of Undertaking and Authorisation (Director)





	To:	 	CITIC Ka Wah Bank Limited as Offshore Security Agent (as defined in the Share Mortgage
referred to below, and such expression shall include its successors, transferee and permitted
assigns and any persons deriving title under them)




Dear Sirs,



Share Mortgage dated [          ] 2009 between Zhao JiangWei (), Zhang Rui Lin () and Shang Zhi Guo () as mortgagors and CITIC Ka Wah Bank Limited as Offshore Security Agent (as
amended from time to time, the “Share Charge”) in respect of, among other things, the shares in
Far East Energy Limited (the “Company”)



I hereby unconditionally and irrevocably:





	1.	 	undertake to procure, at any time that the security constituted by the Share Charge is
enforceable in accordance with its terms, to the extent of my powers as a director of
the Company, that any or all of the shares in the Company which are charged to the
Offshore Security Agent pursuant to the Share Charge shall upon and in accordance
with your request be promptly registered in the name of the Offshore Security Agent
or (at the request of the Offshore Security Agent) any person(s) whom the Offshore
Security Agent may nominate; and
	 
	2.	 	authorise each of the Offshore Security Agent and any other person(s) authorised by
the Offshore Security Agent severally to complete, date and put into effect, at any time
after the security constituted by the Share Charge shall have become enforceable in
accordance with its terms:






	 	(a)	 	any letter of resignation signed by me and delivered pursuant to Clause 2.2
of
the Share Charge;
	 
	 	(b)	 	any written resolutions of the board of directors of the Company signed by me
delivered pursuant to Clause 2.2 of the Share Charge; and
	 
	 	(c)	 	any other document signed by me and delivered pursuant to Clause 2.2 of the
Share Charge.




This Deed and the rights and obligations of the parties hereunder shall be governed by and
construed in accordance with the laws of Hong Kong.



IN WITNESS whereof this Deed has been executed by the party hereto and is intended to be and is
hereby delivered on the day and year written below.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	
	as a DEED by

	 	 	)	 	 
	[name of relevant director]

	 	 	)	 	 
	in the presence of

	 	 	)	 	 
	Witness:
	 	 	 	 	 






25









 






Schedule 5




Form of Letter of Undertaking (Company)




	To:	 	CITIC Ka Wah Bank Limited as Offshore Security Agent (as defined in the Share Mortgage
referred to below, and such expression shall include its successors, transferee and permitted
assigns and any persons deriving title under them)




Dear Sirs,



Share Mortgage dated [          ] 2009 between Zhao JiangWei (), Zhang Rui Lin (
)and Shang Zhi Guo () as mortgagors and CITIC Ka Wah Bank Limited as Offshore Security Agent
(as amended from time to time, the “Share Charge”) in respect of, among other things, the shares in
Far East Energy Limited (the “Company”)



We, the Company, hereby irrevocably and unconditionally undertakes and agrees with the Offshore
Security Agent that:





	 	1.	 	the Company shall, upon and in accordance with the request of the Offshore Security
Agent, promptly and duly register all or any Shares in the name of the Offshore
Security Agent or (at the request of the Offshore Security Agent) any person(s) whom
the Offshore Security Agent may nominate; and
	 
	 	2.	 	the Company shall notify the Offshore Security Agent promptly should there be any
issuance of, or resolution or agreement to issue, any shares to any person, or granting
of, or resolution or agreement to grant, any option or other right to acquire shares to
any person.




This Deed and the rights and obligations of the parties hereunder shall be governed by and
construed in accordance with the laws of Hong Kong.



IN WITNESS whereof this Deed has been executed by the party hereto and is intended to be and is
hereby delivered on the day and year written below.




	 	 	 	 	 
	Dated:
	 	 	 	 
	 
	THE COMMON SEAL of

	) 	 		 
	FAR EAST ENERGY LIMITED

	) 	 		 
	was affixed to this Deed

	) 	 		 
	in the presence of

	) 	 		 






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Schedule 6




Appointment of Corporate Representative




	To:	 	FAR EAST ENERGY LIMITED




Share Mortgage dated [          ] 2009 between Zhao JiangWei (), Zhang Rui Lin () and Shang Zhi Guo () (“Shareholders”) as mortgagors and CITIC Ka Wah Bank Limited as Offshore
Security Agent (as amended from time to time, the “Share Charge”) in respect of, among other
things, the shares in Far East Energy Limited (the “Company”)



Notice is hereby given that the Shareholders (with their correspondence address at Room 2105,
21/F., Office Tower Langham Place, 8 Argyle Street, Mongkok, Kowloon, Hong Kong), being all the
shareholders of the Company, authorised any director or officer for the time being of CITIC Ka Wah
Bank Limited as Offshore Security Agent (as defined in the Share Mortgage, and such expression
shall include its successors, transferee and permitted assigns and any persons deriving title under
them) with an office at 9/F., Lippo Centre, Tower 1, 89 Queensway, Central, Hong Kong to act as the
representative of each Shareholder to, at any time that the security constituted by the Share
Charge is enforceable in accordance with its terms, attend, act and vote on behalf of each
Shareholder at any meeting of the shareholders of the Company (and at any adjournment thereof) held
at any time and to sign any resolutions in writing.



Each Shareholder hereby declares that this appointment is and shall remain irrevocable for so long
as the Deed remains in force.



This Deed and the rights and obligations of the parties hereunder shall be governed by and
construed in accordance with the laws of Hong Kong.



IN WITNESS whereof this Deed has been executed by the party hereto and is intended to be and is
hereby delivered on the day and year written below.



Dated :                    , 2009




	 	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	
	as a DEED by

	 	 	)	 	 
	Zhao JiangWei ()

	 	 	)	 	 
	(holder of PRC identity card numbered)

	 	 	)	 	 
	in the presence of

	 	 	)	 	 
	Witness:
	 	 	)	 	 






27









 






	 	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	


	as a DEED by

	 	 	)	 	 
	ZHANG RUI LIN ()


	 	 	)	 	 
	(holder of PRC identity card numbered)

	 	 	)	 	 	 
	in the presence of

	 	 	)	 	 	 
	Witness:
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	 
	as a DEED by

	 	 	)	 	 
	SHANG ZHI GUO ()


	 	 	)	 	 	
	(holder of PRC identity card numbered)

	 	 	)	 	 	 
	in the presence of

	 	 	)	 	 	 
	Witness:
	 	 	)	 	 	 






28









 






	 	 	 	 	 	 	 
	THE MORTGAGORS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	 
	as a DEED by

	 	 	)	 	 	 
	Zhao JiangWei ()

	 	 	)	 	 	/s/ Jiangwei Zhao 
	(holder of PRC identity card numbered)

	 	 	)	 	 	 
	in the presence of Adrian Lawrence

	 	 	)	 	 	 
	Witness: Adrian Lawrence
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	 
	as a DEED by

	 	 	)	 	 	 
	ZHANG RUI LIN ()

	 	 	)	 	 	/s/ Ruilin Zhang  
	(holder of PRC identity card numbered)

	 	 	)	 	 	 
	in the presence of Adrian Lawrence

	 	 	)	 	 	 
	Witness: Adrian Lawrence
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	 
	as a DEED by

	 	 	)	 	 	 
	SHANG ZHI GUO ()

	 	 	)	 	 	/s/ Zhiguo Shang 
	(holder of PRC identity card numbered)

	 	 	)	 	 	 
	in the presence of Adrian Lawrence

	 	 	)	 	 	 
	Witness: Adrian Lawrence
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	THE OFFSHORE SECURITY AGENT

	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	CITIC KA WAH BANK LIMITED

	 	 	)	 	 	 
	by Sunny Ng

	 	 	)	 	 	/s/ Sunny Ng
	      Stephen Ching

	 	 	 	 	 	/s/ Stephen Ching







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