EX-10.35





Execution
Copy



Exhibit 10.35




Dated
This 5th Day of February 2010




By and Among



Harmony Energy Limited



Zhang Ruilin



Zhao Jiangwei



Shang Zhiguo



MI Energy Corporation



MIE Holdings Corporation



AND



Far East Energy Limited



 





SHARES PURCHASE AGREEMENT



relating to the purchase of



3,642,512 Series B Preferred Shares



of

MIE HOLDINGS CORPORATION




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	1	 
	2.
	 	PURCHASE AND SALE OF THE PURCHASED SHARES; COMPLETION	 	8	 
	3.
	 	WARRANTIES AND UNDERTAKINGS	 	9	 
	4.
	 	INTENTIONALLY LEFT BLANK	 	11	 
	5.
	 	CONDITIONS PRECEDENT; DELIVERIES AT COMPLETION	 	11	 
	6.
	 	SURVIVAL AND INDEMNITIES	 	12	 
	7.
	 	ANNOUNCEMENTS AND CONFIDENTIALITY	 	16	 
	8.
	 	RELEASE AND INDULGENCE	 	17	 
	9.
	 	NOTICES	 	17	 
	10.
	 	GOVERNING LAW	 	18	 
	11.
	 	ARBITRATION	 	18	 
	12.
	 	MISCELLANEOUS	 	19	 






SCHEDULES AND EXHIBITS




	 	 	 
	SCHEDULE 1

	 	PARTICULARS OF THE SHAREHOLDERS IMMEDIATELY

PRIOR TO THE COMPLETION AND IMMEDIATELY AFTER

THE COMPLETION
	SCHEDULE 2

	 	COMPANY WARRANTIES
	 
	 	 
	EXHIBIT A

	 	FEEL SHAREHOLDERS UNDERTAKINGS
	EXHIBIT B

	 	RESTATED ARTICLES
	EXHIBIT C

	 	SHAREHOLDERS AGREEMENT
	EXHIBIT D

	 	TPG WAIVER LETTER
	EXHIBIT E

	 	SINO LINK WAIVER LETTER
	EXHIBIT F

	 	DEED OF PARTIAL RELEASE AND AMENDMENT
	EXHIBIT G

	 	HARMONY SHARE CHARGE
	EXHIBIT H

	 	CREDIT SUPPORT AGREEMENT
	EXHIBIT I

	 	GUARANTY
	EXHIBIT J

	 	HONG KONG LEGAL OPINION
	EXHIBIT K

	 	BRITISH VIRGIN ISLANDS LEGAL OPINION






 









 





THIS SHARES PURCHASE AGREEMENT (this “Agreement”) is made on the 5th day of February
2010 by and among:





	(1)	 	HARMONY ENERGY LIMITED, a company incorporated in the British Virgin Islands
and a wholly owned subsidiary of Ever Union Capital Limited (the “Purchaser”);
	 
	(2)	 	FAR EAST ENERGY LIMITED, a company incorporated in the Hong Kong Special Administrative Region
of the People’s Republic of China (“FEEL”);
	 
	(3)	 	ZHANG RUILIN, an individual whose passport number is G18206054 (“Zhang”);
	 
	(4)	 	ZHAO JIANGWEI, an individual whose passport number is G11875117 (“Zhao”);
	 
	(5)	 	SHANG ZHIGUO, an individual whose passport number is G18197033 (“Shang” and together
with Zhang and Zhao, the “FEEL Shareholders”);
	 
	(6)	 	MI ENERGY CORPORATION, an exempted company incorporated with limited liability in the Cayman
Islands (“MIE”); and
	 
	(7)	 	MIE HOLDINGS CORPORATION, an exempted company incorporated with limited liability in the Cayman
Islands (the “Company”).




(The Purchaser, FEEL, the FEEL Shareholders, MIE and the Company are hereinafter referred to
collectively as the “Parties” and individually as a “Party”).



WHEREAS, FEEL desires to sell to the Purchaser and the Purchaser desires to purchase from FEEL
3,642,512 Series B Preferred Shares of the Company on the terms and subject to the conditions
contained in this Agreement; and



WHEREAS, as an inducement for the FEEL Shareholders, FEEL, MIE and the Company to enter into this
Agreement, Ever Union Capital Limited (“Ever Union”) will guarantee certain of the
obligations of the Purchaser as set forth herein and in the Guaranty (as defined below).



NOW THEREFORE, in consideration of the premises and of the representations and warranties
hereinafter contained, and upon the terms and subject to the conditions stated herein, the Parties
agree as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions. In this Agreement the following words or expressions have the following
meanings:





	 	 	 
	“Action”
	 	means any action, order, writ, injunction, judgment or
decree outstanding or any claim, suit, litigation, proceeding
at law or in equity, labour dispute, arbitral action,
governmental audit or governmental investigation.
	 	 	 
	“Affiliate”
	 	means, with respect to any specified Person, any other






1









 






	 	 	 
	 	 	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 the Purchaser, Affiliate
shall include any other person that controls, is controlled
by,
or is under common control with Ever Union and/or its
Affiliates; (ii) with respect to FEEL, Affiliate shall include
Zhang and Zhao and each of their respective Affiliates; (iii)
with respect to Zhang, Affiliate shall include FEEL and its
Affiliates, Zhao and his Affiliates and Zhang’s direct
family members; and (iv) with respect to Zhao, Affiliates
shall include FEEL and its Affiliates, Zhang and his
Affiliates and Zhao’s direct family members.
	 	 	 
	“Agreement”
	 	has the meaning given such term in the Preamble.
	 	 	 
	“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 Beijing, the PRC.
	 	 	 
	“CITIC KaWah”
	 	means CITIC Ka Wah Bank Limited.
	 	 	 
	“CITIC KaWah Facility”
	 	means the US$200,000,000 Transferable Term Loan and
Revolving Credit Facility Agreement dated 28 July 2009
between MI Energy Corporation as borrower, CITIC Ka
Wah Bank Limited as facility agent and offshore security
agent, China CITIC Bank Corporation Limited, Guangzhou
Branch as onshore security agent, and the banks and other
financial institutions named therein as lenders.
	 	 	 
	“Company”
	 	has the meaning set forth in the Preamble.
	 	 	 
	“Company Board”
	 	means the board of directors for the time being of the
Company or the Directors present or deemed present at a
duly convened meeting of the Directors at which a quorum
is present.
	 	 	 
	“Company Warranties”
	 	means the warranties set forth in Schedule 2.
	 	 	 
	“Completion”
	 	has the meaning given such term in Clause 2.2 (a).
	 	 	 
	“Completion Date”
	 	has the meaning given such term in Clause 2.2
	 	 	 
	“Consent”
	 	means any authorisation, waiver, release, exemption,
consent or other approval of, from or imposed by, any






2









 






	 	 	 
	 	 	Person (other than a Governmental Authority).
	 	 	 
	“Credit Support
Agreement”
	 	means the Credit Support Agreement to be entered into by
the Purchaser, TPG, FEEL, the Company and MIE in the
form attached hereto as Exhibit H.
	 	 	 
	“Deed of Partial Release
and Amendment”
	 	means the deed to be entered into by TPG and FEEL in
the form attached hereto as Exhibit F, pursuant to which
TPG agrees to release 444,738 Ordinary Shares from the
security created by the Old TPG Share Charge.
	 	 	 
	“Encumbrance”
	 	means any deed to secure debt, assignment, security
interest, security right, pledge, lien, charge, option,
encumbrance and claim or right of any kind of third
Persons, whether voluntarily incurred or arising by
operation of law, including any agreement to give any of
the foregoing in the future, and in relation to shares in the
issued shares capital of a company, any right to appoint a
proxy, exercisable by any party other than the holder of
such shares.
	 	 	 
	“Ever Union”
	 	has the meaning set forth in the Recitals.
	 	 	 
	“FEEL Board”
	 	means the board of directors for the time being of FEEL or
the directors of FEEL present or deemed present at a duly
convened meeting of the board of directors of FEEL at
which a quorum is present.
	 	 	 
	“FEEL Shareholders”
	 	has the meaning given such term in the Preamble.
	 	 	 
	“FEEL Shareholders
Undertakings”
	 	means the undertaking letter agreement from the FEEL
Shareholders to the Purchaser in the agreed form attached
as Exhibit A.
	 	 	 
	“General Warranty
Expiration Date”
	 	has the meaning given such term in Clause 6.1.
	 	 	 
	“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.
	 	 	 
	“Governmental Rule”
	 	means any law, rule,
regulation, ordinance, order, code, Permit, interpretation, judgment, decree, directive,







3











 





	 	 	 
	 

	 	guideline, policy or similar form of decision of any
Governmental Authority having the effect and force of law.
	 
	 	 
	“Guaranty”

	 	means the guaranty to be entered into by and between Ever
Union and FEEL in the form attached hereto as Exhibit I.
	 
	 	 
	“Harmony Share Charge”

	 	means the share charge to be entered into by Purchaser and
TPG in the form attached hereto as Exhibit G, pursuant to
which Purchaser will charge 889,476 Series B Preferred
Shares purchased from FEEL by way of first ranking
charge in favour of TPG.
	 
	 	 
	“HKIAC”

	 	has the meaning given such term in Clause 11.2(a).
	 
	 	 
	“IFRS”

	 	means the International Financial Reporting Standards.
	 
	 	 
	“Indemnity Cap”

	 	means an amount equal to 45% of the Purchase Price.
	 
	 	 
	“Indonesian 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 (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.
	 
	 	 
	“Joint Management Committee”

	 	has the meaning given such term in
the Production Sharing Contracts.
	 
	 	 
	“Losses”

	 	has the meaning given such term in Clause 6.2.
	 
	 	 
	“Material Adverse Effect”

	 	means a material adverse effect on the business, results of
operation or financial condition of the Company 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 Company or any of its
Subsidiaries operates, which changes or developments do
not disproportionately affect the Company 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






4









 






	 	 	 
	 

	 	changes do not disproportionately affect the Company or
any of its Subsidiaries and (c) any changes or proposed
changes in IFRS.
	 
	 	 
	“MIE”

	 	has the meaning set forth in the Preamble.
	 
	 	 
	“MIE Board”

	 	means the board of directors for the time being of MIE or
the directors of MIE present or deemed present at a duly
convened meeting of the board of directors of MIE at
which a quorum is present.
	 
	 	 
	“Notices”

	 	has the meaning given such term in Clause 9.
	 
	 	 
	“Old TPG Share Charge”

	 	means the share charge dated July 9, 2009 between TPG
and FEEL pursuant to which FEEL charged by way of first
ranking charge 2,064,777 Ordinary Shares in favour of
TPG.
	 
	 	 
	“Ordinary Shares”

	 	means the Ordinary Shares of the Company par value
US$0.01 per share.
	 
	 	 
	“Parties” or “Party”

	 	has the meaning given such terms in the Preamble.
	 
	 	 
	“Per Share Purchase Price”

	 	means US$24.70 per Series B Preferred Share.
	 
	 	 
	“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 Peoples’ Republic of China (for the purpose of
this Agreement only, not including Hong Kong, Macau and
Taiwan).
	 
	 	 
	“Production Sharing
Contracts”

	 	means collectively, the (i) Petroleum Contract for
Development and Production of the Daan Oil Field of Jilin
Province, PRC between GOC and China National
Petroleum Corporation on December 16, 1997, as amended
on October 25, 2000 and December 20, 2001, as amended,
modified and supplemented; (ii) Petroleum Contract for
Development and Production of the Miao3 Oil Field of
Jilin Province, PRC between GOC and China National
Petroleum Corporation on December 16, 1997, as amended
on October 25, 2000 and December 20, 2001, as amended,
modified and supplemented; (iii) Petroleum Contract for
Development and Production of the Moliqing Oil Field of
Jilin Province, PRC between GOC and China National
Petroleum Corporation on September 25, 1998 and






5









 






	 	 	 
	 

	 	amended on October 25, 2000 and December 20, 2001, as
amended, modified and supplemented, and “Production
Sharing Contract” means any one of them.
	 
	 	 
	“Purchase Price”

	 	means US$89,970,046.4 being the aggregate purchase
price for the Purchased Shares.
	 
	 	 
	“Purchased Shares”

	 	means 3,642,512 Series B Preferred Shares purchased by
the Purchaser under this Agreement as set forth on
Schedule 1.
	 
	 	 
	“Purchaser”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Qualified IPO”

	 	means an underwritten public offering by the Company of
its Shares on a Recognised Stock Exchange pursuant to a
prospectus or offering circular under applicable securities
laws resulting in a portion of the Shares of the Company
becoming freely tradeable.
	 
	 	 
	“Recognised Stock
Exchange”

	 	means NASDAQ, the New York Stock Exchange, the
Toronto Stock Exchange, the Australian Stock Exchange,
the Euronext Paris, the Tokyo Stock Exchange, the
Deutsche Borse, or the main board of any of the Stock
Exchange of Hong Kong Limited, the Singapore Stock
Exchange, the London Stock Exchange, or any other stock
exchange of equal standing reasonably agreed by TPG.
	 
	 	 
	“Register of Members”

	 	means the Register of Members of the Company
maintained in the Cayman Islands.
	 
	 	 
	“Restated Articles”

	 	means the Fourth Amended and Restated Memorandum
and Articles of the Company, in the agreed form attached
as Exhibit B (and as may be amended from time to time).
	 
	 	 
	“Series B Preferred
Shares”

	 	means the Series B Preferred Shares of the Company, par
value US$0.01 per share.
	 
	 	 
	“Shareholders Agreement”

	 	means the Second Amended and Restated Shareholders
Agreement to be entered into by and among the Purchaser,
FEEL, MIE, the Company, TPG and Sino Link in the
agreed form attached as Exhibit C.
	 
	 	 
	“Shares”

	 	means the Ordinary Shares, the Series A Preferred Shares,
the Series B Preferred Shares, and any other shares of the
Company, whether fully or partly paid.
	 
	 	 
	“Sino Link”

	 	means Sino Link Limited, an exempted company
incorporated in Cayman Islands with limited liability.
	 
	 	 
	“Sino Link SPA”

	 	means the Series A Preferred Shares Purchase Agreement






6









 






	 	 	 
	 

	 	dated 26th of October, 2009 by and among Sino Link,
FEEL, MIE, the Company, Zhang Ruilin, Zhao Jiangwei
and Shang Zhiguo.
	 
	 	 
	“Sino Link Waiver Letter”

	 	has the meaning given such terms in Clause 5.1.
	 
	 	 
	“Specific Indemnities”

	 	has the meaning set forth in Clause 6.4.
	 
	 	 
	“Subsidiary”

	 	means, with respect to any Person:






	 	 	 	 	 
	 

	 	(a)
	 	any company or corporation more than 50% of
whose shares of any class or classes having by the
terms thereof ordinary voting power to elect a
majority of the directors of such company or
corporation (irrespectively of whether or not at the
time shares of any class or classes of such company
or corporation shall have or might have voting
power by reason of the happening of any
contingency) is at the time owned by such Person
directly or indirectly through one or more
Subsidiaries of such Person; and
	 
	 	 	 	 
	 

	 	(b)
	 	any partnership, association, joint venture or other
entity in which such Person directly or indirectly
through one or more Subsidiaries of such Person
has more than a 50% equity interest.






	 	 	 
	“TPG”

	 	means TPG Star Energy Ltd.
	 
	 	 
	“TPG SPA”

	 	means the Series A Preferred Shares Subscription and Put
Option Agreement dated June 19, 2009 by and among
TPG, FEEL, the Company and MIE.
	 
	 	 
	“TPG Wavier Letter”

	 	has the meaning given such terms in Clause 5.1 (b).
	 
	 	 
	“Transaction Agreements”

	 	means this Agreement, the Shareholders Agreement, the
FEEL Shareholders Undertaking, the TPG Waiver Letter,
the Sino Link Waiver Letter, the Deed of Partial Release
and Amendment, the Credit Support Agreement, the
Harmony Share Charge, and the Guaranty.
	 
	 	 
	“UNCITRAL Rules”

	 	has the meaning given such term in Clause 11.2(a).
	 
	 	 
	“US$”

	 	means the lawful currency of the United States of America.
	 
	 	 
	“Warrantors”

	 	means the Company and FEEL (each, a “Warrantor”).
	 
	 	 
	“Warranty Claims”

	 	has the meaning given such term in Clause 6.2.







7











 






	1.2	 	Other Defined Terms. Other terms may be defined elsewhere in the text of this
Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.
	 
	1.3	 	Principles of Construction.






	 	(a)	 	Any document expressed to be in “agreed form” means a document in or substantially in
the form approved by, and signed for identification purposes by or on behalf of, all the
Parties.
	 
	 	(b)	 	The words “hereof,” “herein” and “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement.
	 
	 	(c)	 	The words “include,” “including” and “among other things” shall be deemed to be followed
by “without limitation” or “but not limited to” whether or not they are followed by such
phrases or words of similar import.
	 
	 	(d)	 	Unless the context clearly requires otherwise, “or” is not exclusive.
	 
	 	(e)	 	All references herein to a Party’s “knowledge” shall mean, with respect to the matter in
question, if such Party (or any of the executive officers of such Party) has, or would
reasonably be expected to have, after conducting a reasonable investigation, actual
knowledge of the matter.
	 
	 	(f)	 	Any reference to a statutory provision shall include such provision and any regulations
made in pursuance thereof as from time to time modified or re-enacted whether before or
after the date of this Agreement so far as such modification or re-enactment applies or is
capable of applying to any transactions entered into prior to the Completion and (so far as
liability thereunder may exist or can arise) shall include also any past statutory
provisions or regulations (as from time to time modified or re-enacted) which such
provisions or regulations have directly or indirectly replaced.
	 
	 	(g)	 	References to the Preamble, Recitals, Clauses, Schedules and Exhibits are to the
preamble, recitals and clauses of and schedules and exhibits to this Agreement.
	 
	 	(h)	 	The headings are for convenience only and shall not affect the interpretation hereof.
	 
	 	(i)	 	Unless the context otherwise requires or permits, references to the singular number
shall include references to the plural number and vice versa and references to natural
persons shall include bodies corporate.
	 
	 	(j)	 	The Transaction Agreements are the result of negotiations between, and have been
reviewed by, the respective parties to each such agreement. Accordingly, each such
agreement shall be deemed to be the product of all parties thereto, and there shall be no
presumption that an ambiguity should be construed in




8









 






	 	 	 	favor of or against any of the Purchaser, the FEEL Shareholders, FEEL, the Company
or MIE as the case may be, thereto solely as a result of such party’s actual or
alleged role in the drafting of any such agreement.






	 	(k)	 	This Agreement may be translated into one or more languages other than English. In the
event of any inconsistency or contradiction between the texts, this English text shall
prevail.






	2.	 	PURCHASE AND SALE OF THE PURCHASED SHARES; COMPLETION
	 
	2.1	 	Sale of Purchased Shares. Upon the terms and subject to the conditions of this
Agreement, at the Completion, FEEL shall sell to the Purchaser, and the Purchaser shall purchase
from FEEL, the Purchased Shares for a purchase price per Purchased Share equal to the Per Share
Purchase Price.
	 
	2.2	 	Completion.






	 	(a)	 	The purchase and sale of the Purchased Shares and the other transactions contemplated
by this Agreement shall be consummated (the “Completion”) at the offices of White &
Case LLP, China Central Place, Tower 1, 19th Floor,
81 Jian Guo Road, Beijing on the earlier of (i) March 15, 2010 and (ii) the date
falling three (3) Business Days after the satisfaction or waiver by the Purchaser
or FEEL (as the case may be) (except for those conditions which by their nature
cannot be satisfied until the Completion) of the conditions precedent set out in
Clause 5.1, or such other date as the Parties may reasonably agree (such date, the
“Completion Date”).
	 
	 	(b)	 	At the Completion, FEEL shall deliver to the Purchaser certified copies of the duly
executed transfer instrument in respect of the Purchased Shares being purchased by the
Purchaser, the new share certificate relating thereto in the name of the Purchaser, and a
certified copy of the Register of Members reflecting the sale and transfer by FEEL of the
number of Purchased Shares being purchased by the Purchaser upon satisfaction of all of the
conditions precedent set forth under Clause 5.1 (b).






	3.	 	WARRANTIES AND UNDERTAKINGS
	 
	3.1	 	Warranties of the Warrantors. Each of the Warrantors hereby acknowledges that it has
made the Company Warranties as set forth in Schedule 2 to the Purchaser and that the statements in
Schedule 2 are true and correct as of the date hereof and as of the Completion Date, and the
Purchaser has relied upon such Company Warranties to enter into this Agreement. Each of the Company
Warranties shall be separate and independent and save as expressly otherwise provided shall not be
limited by reference to any provision in this Agreement.
	 
	3.2	 	Warranties by the Purchaser. The Purchaser hereby warrants to FEEL, the FEEL
Shareholders, MIE and the Company that:






	 	(a)	 	it is a company, corporation, limited partnership or financial institution, as the case
may be, duly organized and validly existing under the laws of the




9









 






	 	 	 	jurisdiction in which it is organized;






	 	(b)	 	it has the full corporate power and authority and full legal capacity to execute, deliver
and perform its obligations under the Transaction Agreements to which it is a party and each of
such Transaction Agreements will be or have been duly executed and delivered and constitute or
will constitute a valid and binding obligation of the Purchaser enforceable in accordance with
its terms, except that such enforcement may be subject to or limited by bankruptcy, insolvency,
moratorium or other laws affecting creditors’ rights generally and subject to the application
of general principles of equity;
	 
	 	(c)	 	the execution, delivery and performance of the Transaction Agreements to which the Purchaser
is a party, and the purchase and acceptance of the Purchased Shares by the Purchaser will not
result in a breach or violation of any of the terms and provisions of, or constitute a default
under (i) any Governmental Rule or order of any Governmental Authority or any court, domestic or
foreign, having jurisdiction over the Purchaser or any Subsidiary of the Purchaser or any of
their respective properties, (ii) any material agreement or instrument to which the Purchaser or
any of its Subsidiaries is a party or by which the Purchaser or any of its Subsidiaries is bound
or to which any of the properties of the Purchaser or any such Subsidiaries is subject, or (iii)
the organizational documents of the Purchaser or any of its Subsidiaries other than where such
breach, violation or default has not and is not reasonably likely to have an adverse affect on
the Purchaser’s ability to perform its obligations under any of the Transaction Agreements;
	 
	 	(d)	 	the Purchaser is not and will not be required to give any notice or to make any filing with
or obtain any Permit, consent, waiver or other authorisation from any governmental or
regulatory authority or other Person in connection with the execution, delivery and performance
of the Transaction Agreements;
	 
	 	(e)	 	there is no legal, administrative, arbitration or other action or proceeding or
governmental investigation pending, or, to the knowledge of the Purchaser, threatened, against
the Purchaser that challenges the validity or performance of this Agreement or the Transaction
Agreements to which it is a party or which, if successful, could hinder or prevent the
Purchaser from performing its obligations hereunder or thereunder;
	 
	 	(f)	 	the Purchaser does not have any contract, arrangement or understanding with any broker,
finder or similar agent with respect to the transactions contemplated by this Agreement or the
other Transaction Agreements;
	 
	 	(g)	 	the Purchaser shall have on the Completion Date, sufficient funds on hand to pay in full
the Purchase Price;
	 
	 	(h)	 	Ever Union is the direct parent of the Purchaser and is the beneficial owner of the
Purchaser; and
	 
	 	(i)	 	the Purchaser is purchasing the Purchased Shares for its own purposes and not on behalf of
any third party.






10












 






	3.3	 	Warranties by FEEL. FEEL warrants to the Purchaser that:






	 	(a)	 	it is a company duly organized and validly existing under the laws of the jurisdiction
in which it is organized;
	 
	 	(b)	 	immediately prior to Completion, it will be the lawful owner, beneficially and of
record, of and will have valid and marketable title to the Purchased Shares free and clear
of any Encumbrances;
	 
	 	(c)	 	upon the Completion, it is not a party to any contract creating rights in respect of
the Purchased Shares in any third Person or relating to the voting of such Shares or which
would otherwise restrict its ownership of such Shares;
	 
	 	(d)	 	it has the full power and authority and full legal capacity to execute, deliver and
perform its obligations under the Transaction Agreements to which it is a party and each of
such Transaction Agreements will be or have been duly executed and delivered and constitute
or will constitute a valid and binding obligation of FEEL enforceable in accordance with
its terms, except that such enforcement may be subject to or limited by bankruptcy,
insolvency, moratorium or other laws affecting creditors’ rights generally and subject to
the application of general principles of equity; and
	 
	 	(e)	 	the execution, delivery and performance of the Transaction Agreements to which it is a
party, and the sale and transfer of the Purchased Shares to the Purchaser will not result
in a breach or violation of any of the terms and provisions of, or constitute a default
under (i) any Governmental Rule or order of any Governmental Authority or any court,
domestic or foreign, having jurisdiction over FEEL or any Subsidiary of FEEL or any of
their respective properties, (ii) any material agreement or instrument to which FEEL or any
such Subsidiary is a party or by which FEEL or any such Subsidiary is bound or to which any
of the properties of FEEL or any such Subsidiary is subject, or (iii) the organizational
documents of FEEL or any such Subsidiary other than where such breach, violation or default
has not had, and is not reasonably likely to have, an adverse affect on FEEL’s ability to
perform its obligations under any of the Transaction Agreements.






	4.	 	[INTENTIONALLY LEFT BLANK]
	 
	5.	 	CONDITIONS PRECEDENT
	 
	5.1	 	Conditions Precedent at Completion.






	 	(a)	 	The obligation of the Purchaser to purchase the Purchased Shares at the Completion is
conditioned upon fulfillment of the following conditions (unless otherwise waived by the
Purchaser):






	 	(i)	 	receipt of certified copies of the shareholder resolutions of FEEL duly
passed by each of the FEEL Shareholders, approving the terms of the Transaction
Agreements to which FEEL is a party and the




11









 






	 	 	 	transactions contemplated therein;






	 	(ii)	 	receipt of certified copies of the resolutions of the FEEL Board approving the
terms of the Transaction Agreements and the sale and transfer of the Purchased Shares
to the Purchaser;
	 
	 	(iii)	 	receipt of certified copies of the resolutions of the Company Board (A)
approving the terms of the Transaction Agreements to which the Company is a party,
(B) authorising the issuance of the relevant share certificates in respect of the
Purchased Shares in favour of the Purchaser; and (C) approving the entry of the
Purchaser’s name in the Register of Members as holder of the Purchased Shares;
	 
	 	(iv)	 	receipt of copies of Consents as may be required to enable the Purchaser to be
registered as holder of the Purchased Shares;
	 
	 	(v)	 	each of the Transaction Agreements shall have been duly executed by each of the
parties thereto (other than the Purchaser);
	 
	 	(vi)	 	there shall not have occurred prior to the Completion Date any event or
transaction reasonably likely to have a Material Adverse Effect , or a material
adverse effect on the ability of the Company to consummate the transactions
contemplated hereby;
	 
	 	(vii)	 	receipt of a director’s certificate certifying that all of the conditions in
Clause 5.1(b) have been met or waived by FEEL; and
	 
	 	(viii)	 	receipt of a Hong Kong law legal opinion in the form attached hereto as
Exhibit J.






	 	(b)	 	The obligation of FEEL to sell to the Purchaser the Purchased Shares at the Completion is
conditioned upon the fulfilment of the following conditions (unless otherwise waived by FEEL):






	 	(i)	 	receipt by FEEL of the Purchase Price;
	 
	 	(ii)	 	receipt of certified copies of the shareholder resolutions of the Purchaser,
approving the terms of the Transaction Agreements to which the Purchaser is a party and
the transactions contemplated therein;
	 
	 	(iii)	 	receipt of certified copies of the resolutions of the board of directors of the
Purchaser approving the terms of the Transaction Agreements and the purchase of the
Purchased Shares from FEEL;
	 
	 	(iv)	 	receipt of a waiver letter from TPG substantially on the terms set forth in
Exhibit D (the “TPG Waiver Letter”);
	 
	 	(v)	 	receipt of a waiver letter from Sino Link (the “Sino Link Waiver Letter”)
substantially on the terms set forth in Exhibit E;





12









 






	 	(vi)	 	receipt of a British Virgin Islands law legal opinion in the form attached
hereto as Exhibit K; and
	 
	 	(vii)	 	each of the Transaction Agreements to which the Purchaser or Ever Union is a
party shall have been duly executed and delivered by the Purchaser or Ever Union.






	5.2	 	Satisfaction of the Conditions Precedent.






	 	(a)	 	Each of the Parties hereby undertakes to the other Parties to use its reasonable
endeavors to fulfil all the conditions set out in Clauses 5.1(a) and (b) on or prior to
March 15, 2010.
	 
	 	(b)	 	If any of the applicable conditions set out in Clause 5.1(a) and (b) shall not have
been fulfilled (or waived or modified by the Purchaser, FEEL or the Company, as the case
may be) on or prior to March 15, 2010, the Purchaser (in the case of the conditions set out
in Clause 5.1(a)), or FEEL or the Company (in the case of the conditions set out in Clause
5.1(b)) shall be entitled to (i) terminate this Agreement, (ii) without prejudice to any
other rights of the Parties, effect the Completion so far as practicable having regard to
the defaults which have occurred, or (iii) fix a new day for the Completion.
	 
	 	(c)	 	In the event of termination of this Agreement by the Purchaser, FEEL or the Company, as
the case may be, pursuant to this Clause 5.2, no Party shall have any claim against any
other Party save for fraud or any wilful breach of this Agreement occurring prior to
termination.






	6.	 	SURVIVAL AND INDEMNITIES
	 
	6.1	 	Survival. The warranties of the Parties contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the Completion until the
date falling on the earlier of (a) the expiration date of the lock-up period applicable to the
Purchaser following the Qualified IPO and (b) the date falling thirty-six (36) months from the
Completion Date (the “General Warranty Expiration Date”).
	 
	6.2	 	Warranty Indemnities. Subject to and as from Completion, the Warrantors shall
indemnify and hold harmless the Purchaser from and against any damages, deficiencies, losses
(including loss of value of the Shares), costs, liabilities and expenses (“Losses”)
resulting directly or indirectly from or arising in connection with any claims for breach of any of
the Company Warranties (the “Warranty Claims”) brought prior to the General Warranty
Expiration Date or breach of obligations under the Transaction Agreements.
	 
	6.3	 	Limitations. Notwithstanding Clauses 6.1 and 6.2, the Warrantors shall not be liable
for any Losses in respect of a Warranty Claim:






	 	(a)	 	unless notice of the claim is given in writing
by the Purchaser to the







13









 









	 	 	 	Warrantors setting out so far as reasonably practicable the details of the matter
in respect of which the claim is made before the relevant Warranty Expiration Date,
and any such claim shall (if it has not been previously satisfied, settled or
withdrawn) be deemed to be withdrawn six (6) months after such notice is given
unless legal proceedings in respect thereof have been commenced;
	 
	 	(b)	 	to the extent that the aggregate amount of Losses in respect of any breach of the
Company Warranties for which the Warrantors would otherwise be liable exceeds the Indemnity
Cap; and
	 
	 	(c)	 	unless and until the aggregate amount of Losses in respect of breach of the Company
Warranties for which the Warrantors would otherwise be liable exceeds US$1,000,000.






	6.4	 	Specific Indemnities
	 
	 	 	Subject to and as from the Completion:






	 	(a)	 	the Warrantors shall (in the case of the Company, to the fullest extent permitted by
applicable law) jointly and severally indemnify and hold harmless the Purchaser from and
against any Losses whether arising before or after Completion to the extent resulting from:






	 	(i)	 	any claims made pursuant to or in connection with the Amendment to Stock
Purchase Agreement dated as of May 19, 2008 by and among Microbes, MIE and FEEL
against the Company or MIE (other than any claim that the Company did not loan to
FEEL US$20,000,000 in time to enable FEEL to meet the payment amount payable under
such agreement), including Losses accrued against MIE prior to the date of this
Agreement, and all other claims by Microbes against the Company, MIE or the
Purchaser 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-a-vis FEEL;
	 
	 	(ii)	 	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;
	 
	 	(iii)	 	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 FEEL, 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);
	 
	 	(iv)	 	any contravention of laws or regulation in the PRC by MIE or FEEL relating to
loans, guarantees given by Zhang, debt settlements, or




14









 












	 	 	 	transactions having similar effect made between MIE, the Company, FEEL and/or
Zhang or any other national or resident of the PRC;
	 
	 	(v)	 	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 FEEL, the Company or MIE in
obtaining any required SAFE registrations or approvals (including roundtripping
approvals);
	 
	 	(vi)	 	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 which relate to any period,
prior to the Completion Date 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 Purchaser
prior to the date of this Agreement and save for taxation accruing in the ordinary
course on MIE’s trading activities undertaken since 31 December 2008;
	 
	 	(vii)	 	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; and






	 	(b)	 	FEEL shall indemnify and hold harmless the Purchaser from and against any Losses
whether arising before or after Completion to the extent resulting from any finally
adjudicated claims made pursuant to or in connection with the Credit Support Agreement and
the Harmony Share Charge against the Purchaser for the Guaranteed Obligations (as defined
in the Harmony Share Charge) by TPG,






(collectively, the “Specific Indemnities”); provided, however, that the Warrantors
shall have no obligation to indemnify or hold harmless the Purchaser 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; and provided further that FEEL’s indemnification obligation
under Clause 6.4(b) shall not be subject to the limitations set forth in (i) and (ii) above
and shall only be satisfied by (x) transferring a portion of FEEL’s Shares to the Purchaser
such that the Purchaser shall hold the same number of Shares and any additional Shares that
may have been issued to the Purchaser as holder of Shares upon a declaration of dividends
by the Company, any share split event, recapitalization or other similar event (the
“Original Shares”) that it held prior to the claims made under the Credit Support
Agreement and enforcement of all or a portion of the Harmony Share Charge and (y) monetary
payment by FEEL for dividends, interests and other monies in connection with the Charged
Portfolio (as defined in the



15









 






Harmony Share Charge) paid to TPG under the enforcement of the Credit Support Agreement and
the Harmony Share Charge.




	6.5	 	Procedure for Indemnification (Third Party Claims).






	 	(a)	 	If the Purchaser receives written notice of the commencement of any Proceeding by a
third party (a “Third Party Claim”), and the Purchaser intends to seek indemnity
pursuant to this Clause 6, the Purchaser 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 Purchaser 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 defense of such Third Party Claim at its own
expense; provided that such Warrantor shall not be entitled to assume the defense
of a Third Party Claim to the extent that the Purchaser reasonably determines that it has
defenses, claims or positions that are unique, separate or distinct from the defenses,
claims or positions that might be available to other Persons relating to such Third Party
Claim (such as jurisdictional defenses). Such defense shall be conducted through counsel
selected by such Warrantor, which counsel shall be satisfactory to the Purchaser. Should
the Purchaser so elect to assume the defense of a Third Party Claim, such Warrantor will
not be liable to the Purchaser for any legal or other expenses subsequently incurred by it
in connection with the defense thereof. If such Warrantor is conducting the defense of the
Third Party Claim, the Purchaser shall be entitled, at its own expense, to retain separate
counsel and participate in the defense of such Third Party Claim. Such Warrantor will keep
the Purchaser informed of all material developments relating to or arising in connection
with such Third Party Claim.
	 
	 	(b)	 	In the event that (i) the relevant Warrantor(s) fail to so assume the defense of any
Third Party Claim within 30 days after receipt of notice thereof from the Purchaser , (ii)
the relevant Warrantor(s) and the Purchaser are both parties to or subjects of the
proceedings and the Purchaser 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 Purchaser which,
in the reasonable judgment of the Purchaser , if successful, is reasonably likely to
establish a precedential custom or practice that is materially detrimental to the
continuing business interests of the Purchaser, the Purchaser shall have the right to
undertake the defense of such Third Party Claim and, if such Third Party Claim is one for
which the Purchaser is
entitled to be indemnified under this Clause 6, such defense of such Third Party Claim
shall be at the expense and for the account of the Warrantors.
	 
	 	(c)	 	Each Warrantor shall be required to obtain the prior written consent of the Purchaser
(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.






16











 






	 	(d)	 	Each Warrantor shall not be entitled to control (but shall be entitled to
participate at its own expense in) the defense of any Third Party Claim as to which such
Warrantor fails to assume the defense within 30 days after receipt of notice thereof from
the Purchaser; provided, however, that neither the Purchaser shall make any 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).
	 
	 	(e)	 	The reimbursement of fees, costs and expenses required by this Clause 6 shall be made
by periodic payments during the course of the investigation or defense, as and when bills
are received or expenses incurred.






	6.6	 	Procedure for Indemnification (Direct Claims).
	 
	 	 	In any case in which the Purchaser seeks indemnification hereunder which is not subject to
Clause 6.5 because no Third Party Claim is involved, the Purchaser shall notify each Warrantor in
writing as promptly as reasonably practicable of any Losses which the Purchaser claims are subject
to indemnification under the terms hereof. The failure of the Purchaser to exercise promptness in
such notification shall not amount to a waiver of such claim unless and to the extent the resulting
delay materially and actually prejudices the position of such Warrantor with respect to such claim.
	 
	7.	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 
	7.1	 	Announcements. No announcement, press release or circular in connection with the existence or
the subject matter of the Transaction Agreements shall be made or issued by or on behalf of any
Party without prior consent of the other Parties (such consent not to be unreasonably withheld or
delayed). This shall not affect any announcement, press release or circular required by law or any
regulatory body or the rules of any relevant stock exchange but the Party with an obligation to
make an announcement or issue a press release or circular shall consult with the other Parties
insofar as is reasonably practicable before complying with such an obligation.
	 
	7.2	 	Confidentiality. Subject to Clause 7.3, each Party shall treat as confidential and not
disclose or use any information received or obtained as a result of entering into the Transaction
Agreements (or any agreement entered into pursuant to the Transaction Agreements) which relates to
the provisions of the Transaction Agreements and any agreement entered into pursuant to the
Transaction Agreements or the negotiations relating to the Transaction Agreements (and such other
agreements); provided, however, that FEEL and the FEEL Shareholder may disclose such information to
its lenders under the CITIC KaWah Facility.
	 
	7.3	 	Exceptions to Confidentiality. Clause 7.2 shall not prohibit disclosure or use of any
information if and to the extent that:






	 	(a)	 	the disclosure or use is required by law, any regulatory body or the rules and/or
regulations of any relevant stock exchange, including any disclosure or use in an announcement,
press release or circular required to be made or




17









 












	 	 	 	issued pursuant to Clause 7.1;
	 
	 	(b)	 	the disclosure or use is required for the purpose of any judicial or regulatory
proceedings arising out of the Transaction Agreements or any other agreement entered into
under or pursuant to the Transaction Agreements or the disclosure is reasonably required to
be made to a taxation authority in connection with the taxation affairs of the disclosing
Party;
	 
	 	(c)	 	the disclosure is made to employees, directors, officers, agents, Affiliates, fund
investors and professional advisors, including financial advisors, consultants, accountants
and legal counsel, of a Party or bona fide prospective purchasers of the Shares on terms
that such employees, directors, officers, agents, Affiliates, fund investors, professional
advisors and bona fide purchasers undertake to comply with the provisions of Clause 7.2 in
respect of such information as if they were a party to the Transaction Agreements;
	 
	 	(d)	 	the information becomes publicly available (other than by breach of any of the
Transaction Agreements); or
	 
	 	(e)	 	the other Parties have given prior written approval to the disclosure or use.






	8.	 	RELEASE AND INDULGENCE
	 
	 	 	Any liability to any Party may in whole or in part be released, compounded or compromised or
time or indulgence given by any other Party in writing in their absolute discretion, as regards any
of the Parties under such liability without in any way prejudicing or affecting their rights
against any other Party or Parties under the same or a like liability whether joint and several or
otherwise.
	 
	9.	 	NOTICES
	 
	 	 	All notices, consents, and other communications under or pursuant to this Agreement
(“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 Purchaser, to
	 	:
	 	Suites 7003-7005, 70th Fl
	 

	 	 	 	 	 	Two International Finance Centre
	 

	 	 	 	 	 	8 Finance St, Central
	 

	 	 	 	 	 	Hong Kong
	 

	 	 	 	 	 	Attn: Mr. Fan Lei
	 

	 	 	 	 	 	Facsimile: (852) 2110 9677






18









 






	 	 	 	 	 	 	 
	 

	 	if to Zhang, to
	 	:
	 	Zhang Ruilin
	 

	 	 	 	 	 	Suite 406, Block C, Grand Place
	 

	 	 	 	 	 	5 Hui Zhong Road
	 

	 	 	 	 	 	Chaoyang District, Beijing 10010
	 

	 	 	 	 	 	PRC
	 

	 	 	 	 	 	Facsimile: (8610) 5123 8866
	 
	 	 	 	 	 	 
	 

	 	if to Zhao, to
	 	:
	 	Zhao Jiangwei
	 

	 	 	 	 	 	Suite 406, Block C, Grand Place
	 

	 	 	 	 	 	5 Hui Zhong Road
	 

	 	 	 	 	 	Chaoyang District, Beijing 10010
	 

	 	 	 	 	 	PRC
	 

	 	 	 	 	 	Facsimile: (8610) 5123 8866
	 
	 	 	 	 	 	 
	 

	 	if to Shang, to
	 	:
	 	Shang Zhiguo
	 

	 	 	 	 	 	Suite 406, Block C, Grand Place
	 

	 	 	 	 	 	5 Hui Zhong Road
	 

	 	 	 	 	 	Chaoyang District, Beijing 10010
	 

	 	 	 	 	 	PRC
	 

	 	 	 	 	 	Facsimile: (8610) 5123 8866
	 
	 	 	 	 	 	 
	 

	 	if to FEEL, to
	 	:
	 	Suite 406, Block C, Grand Place
	 

	 	 	 	 	 	5 Hui Zhong Road
	 

	 	 	 	 	 	Chaoyang District, Beijing 10010
	 

	 	 	 	 	 	PRC
	 

	 	 	 	 	 	Attention: Mr. Zhang Ruilin
	 

	 	 	 	 	 	Facsimile: (8610) 5123 8866
	 
	 	 	 	 	 	 
	 

	 	if to the Company, to
	 	:
	 	Suite 406, Block C, Grand Place
	 

	 	 	 	 	 	5 Hui Zhong Road
	 

	 	 	 	 	 	Chaoyang District, Beijing 10010
	 

	 	 	 	 	 	PRC
	 

	 	 	 	 	 	Attention: Mr. Zhang Ruilin
	 

	 	 	 	 	 	Facsimile: (8610) 5123 8866
	 
	 	 	 	 	 	 
	 

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

	 	 	 	 	 	5 Hui Zhong Road
	 

	 	 	 	 	 	Chaoyang District, Beijing 10010
	 

	 	 	 	 	 	PRC
	 

	 	 	 	 	 	Attention: Mr. Zhang Ruilin
	 

	 	 	 	 	 	Facsimile: (8610) 5123 8866







	10.	 	GOVERNING LAW
	 
	 	 	This Agreement shall be governed by and construed in accordance with English law.




19









 












	11.	 	ARBITRATION
	 
	11.1	 	Amicable Settlement. Any and all disputes, controversies and conflicts between the Parties
arising out of or relating to or in connection with this Agreement and the performance or
non-performance of the obligations set forth herein shall, so far as is possible, be settled
amicably between the Parties within thirty (30) days after written notice of such dispute,
controversy or conflict has been given by one Party to the other Parties.
	 
	11.2	 	Arbitration Procedure.






	 	(a)	 	Failing an amicable settlement thereof within the thirty (30)-day period specified in
Clause 11.1, any and all disputes, controversies and conflicts arising out of or in
connection with this Agreement or its performance (including the validity of this
Agreement) shall be settled by three (3) arbitrators under the rules of the UNCITRAL
Arbitration Rules (the “UNCITRAL Rules”) in accordance with the Hong Kong International
Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration
in force at the date of this Agreement. The place of arbitration shall be Hong Kong and
the language used in the arbitral proceedings shall be English. The HKIAC shall act as the
administering institute.
	 
	 	(b)	 	The arbitrators shall be appointed by mutual consent of the Parties involved in the
arbitration in accordance with the procedures set out in the UNCITRAL
Rules regarding the appointment of arbitrators, failing which the appointing
authority shall be HKIAC.
	 
	 	(c)	 	The arbitral proceeding shall accord to each of the Parties the right to provide
witnesses, including expert witnesses, the right of cross-examination of witnesses and the
right to make both written and oral submissions.
	 
	 	(d)	 	The arbitral award made and granted by the arbitrator shall be final, binding and
incontestable and may be used as a basis for judgement thereon. All costs of arbitration
(including, without limitation, those incurred in the appointment of the arbitrator) shall
be apportioned in the arbitral award.






	11.3	 	Court Action. By agreeing to arbitration, the Parties do not intend to deprive any court of
competent jurisdiction of its ability to issue any form of provisional remedy, including but not
limited to a preliminary remedy in aid of arbitration, or order any interim injunction. A request
for such provisional remedy or interim injunction by the parties to a court shall not be deemed a
waiver of this agreement to submit to arbitration.
	 
	11.4	 	Continued Performance During Arbitration. During the period of submission to arbitration and
thereafter until the granting of the arbitral award, the Parties shall, except in the event of
termination, continue to perform all their obligations under this Agreement without prejudice to a
final adjustment in accordance with the said award.
	 
	11.5	 	Survival. The provisions contained in this Clause 11 shall survive the termination or
expiration of this Agreement.




20









 












	12.	 	MISCELLANEOUS
	 
	12.1	 	Fees and Expenses. Each Party shall bear its own expenses in connection with legal and other
advisors retained by it in connection with the transaction.
	 
	12.2	 	Successors and Assigns. This Agreement has been made solely for the benefit of the Parties
and their respective successors, personal representatives, heirs and estates and permitted assigns
and nothing herein is intended to confer any rights or remedies under or by reason of this
Agreement to any other Person.
	 
	12.3	 	Assignment. The provisions of this Agreement 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 Purchaser is permitted to assign its rights to purchase the Purchased Shares and
the Purchaser may also assign its rights under this Agreement, in whole or in part, to any
Person who acquires Shares held by the Purchaser.
	 
	12.4	 	Further Assurances. Each Party undertakes to and with each other Party to do all things
reasonably within its power which are necessary or desirable to give full effect to the spirit and
intent of this Agreement.
	 
	12.5	 	Amendments and Waivers. All amendments and other modifications hereof or waivers of the
observance of any term hereof (either generally or in a particular instance and either
retroactively or prospectively) shall be in writing and signed by each of the Parties.
	 
	12.6	 	No Waiver. The failure of a Party at any time to require observance or performance by any
other Party of any of the provisions of this Agreement shall in no way affect the Party’s right to
require such observance or performance at any time thereafter, nor shall the waiver by any Party of
a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such
provision. The rights and remedies provided in this Agreement are cumulative and not exclusive of
any rights or remedies otherwise provided by law.
	 
	12.7	 	Severability. In case any one or more of the provisions contained in this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of
all remaining provisions contained herein shall not in any way be affected or impaired thereby; and
the invalid, illegal or unenforceable provisions shall be interpreted and applied so as to produce
as near as may be the legal, economic and commercial result intended by the Parties.
	 
	12.8	 	Counterparts. This Agreement may be signed in any number of counterparts, each of which is an
original and all of which, taken together, constitute one and the same instrument. This Agreement
may also be executed and delivered by facsimile signature and in any number of counterparts, each
of which shall be deemed an original and all of which, taken together, constitute one and the same
instruments.
	 
	12.9	 	Entire Agreement. The Transaction Agreements contain the entire understanding
and agreement between the Parties with respect to the subject matter hereof and supersede and
cancel all prior oral and written agreements or representations, if any, among the




21









 












	 	 	Parties or any of them relating to the subject matter thereof.





[Signature page follows]




22









 







IN WITNESS WHEREOF this Agreement has been duly executed as of the date and year first written above.




	 	 	 
	HARMONY ENERGY LIMITED

 	 
	By:  	/s/
Che Fung
 	 
	 	Name:  	CHE Fung 	 
	 	Title:  	Director 	 



23









 






	 	 	 	 
	 	FAR EAST ENERGY LIMITED

 	 
	 	By:  	/s/
Zhang Ruilin
 	 
	 	 	Name:  	Zhang Ruilin 	 
	 	 	Title:  	Director 	 
	 
	 	ZHANG RUILIN

 	 
	 	By:  	/s/
Zhang Ruilin
 	 
	 	 	Name:  	Zhang Ruilin 	 
	 	 	 	 
	 
	 	ZHAO JIANGWEI

 	 
	 	By:  	/s/
Zhao Jiangwei
 	 
	 	 	Name:  	Zhao Jiangwei 	 
	 	 	 	 
	 
	 	SHANG ZHIGUO

 	 
	 	By:  	/s/
Shang Zhiguo
 	 
	 	 	Name:  	Shang Zhiguo 	 
	 	 	 	 
	 
	 	MIE HOLDINGS CORPORATION

 	 
	 	By:  	/s/
Zhang Ruilin
 	 
	 	 	Name:  	Zhang Ruilin 	 
	 	 	Title:  	Director 	 
	 
	 	MI ENERGY CORPORATION

 	 
	 	By:  	/s/
Zhang Ruilin
 	 
	 	 	Name:  	Zhang Ruilin 	 
	 	 	Title:  	Director 	 
	 




24











 





SCHEDULE 1




PARTICULARS OF THE SHAREHOLDERS OF THE COMPANY

IMMEDIATELY PRIOR TO THE COMPLETION



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	No. of Series A	 	No. of Ordinary	 	 
	 	 	Preferred Shares	 	Shares legally and	 	 
	 	 	legally and	 	beneficially owned	 	 
	 	 	beneficially owned	 	by the	 	 
	 	 	by the Shareholder	 	Shareholder	 	 
	Name of Shareholder/	 	Immediately Prior	 	Immediately Prior	 	Percentage of Issued
	Address and Fax Number	 	to Completion	 	to Completion	 	Share Capital
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Far East Energy Limited
	 	 	-0-	 	 	 	9,635,627	 	 	 	79.33	%
	Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District

Beijing 100101

PRC

Fax: (8610) 5123 8866
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TPG Star Energy Ltd. & TPG Star
	 	 	2,145,749	 	 	 	-0-	 	 	 	17.67	%
	Energy Co-invest LLC

301 Commerce Street,

Suite 3300

Fort Worth, Texas 76102

Fax: (817) 871-4001
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sino Link Limited

	 	 	364,373	 	 	 	-0-	 	 	 	3	%
	c/o 14F, Capital Mansion

6 Xinyuan Nanlu

Chaoyang District, Beijing 100004

PRC
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total
	 	 	2,510,122	 	 	 	9,635,627	 	 	 	100	%
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






PARTICULARS OF THE SHAREHOLDERS OF THE COMPANY

IMMEDIATELY AFTER THE COMPLETION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	No. of Series A	 	 	 	 	 	 
	 	 	Preferred	 	No. of Series B	 	 	 	 
	 	 	Shares legally	 	Preferred Shares	 	No. of Ordinary	 	 
	 	 	and beneficially	 	legally and	 	Shares legally and	 	 
	 	 	owned by the	 	beneficially owned	 	beneficially owned	 	Percentage of
	Name of	 	Shareholder	 	by the	 	by the	 	Issued Share
	Shareholder/	 	immediately	 	Shareholder	 	Shareholder	 	Capital
	Address and Fax	 	after the	 	immediately after	 	immediately after	 	(on as-
	Number	 	Completion	 	the Completion	 	the Completion	 	converted basis)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Far East Energy Limited

	 	 	-0-	 	 	 	-0-	 	 	 	7,814,371	 	 	 	64.33	%
	Suite 406, Block C

Grand Place

5 Hui Zhong Road

Chaoyang District

Beijing 100101

PRC

Fax: (8610) 5123

8866
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







25









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	No. of Series A	 	 	 	 	 	 
	 	 	Preferred	 	No. of Series B	 	 	 	 
	 	 	Shares legally	 	Preferred Shares	 	No. of Ordinary	 	 
	 	 	and beneficially	 	legally and	 	Shares legally and	 	 
	 	 	owned by the	 	beneficially owned	 	beneficially owned	 	Percentage of
	Name of	 	Shareholder	 	by the	 	by the	 	Issued Share
	Shareholder/	 	immediately	 	Shareholder	 	Shareholder	 	Capital
	Address and Fax	 	after the	 	immediately after	 	immediately after	 	(on as-
	Number	 	Completion	 	the Completion	 	the Completion	 	converted basis)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TPG Star Energy Ltd.& TPG Star Energy
Co-invest LLC
301 Commerce Street,

Suite 3300

Fort Worth, Texas

76102

Fax: (817) 871-4001
	 	 	2,145,749	 	 	 	-0-	 	 	 	-0-	 	 	 	17.67	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sino Link Limited

	 	 	364,373	 	 	 	-0-	 	 	 	-0-	 	 	 	3	%
	c/o 14F, Capital

Mansion

6 Xinyuan Nanlu

Chaoyang District,

Beijing 100004

PRC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Harmony Energy
	 	 	-0-	 	 	 	3,642,512	 	 	 	-0-	 	 	 	15	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total
	 	 	2,510,122	 	 	 	3,642,512	 	 	 	7,814,371	 	 	 	100	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






26









 






SCHEDULE 2




COMPANY WARRANTIES




	1.	 	Corporate Existence. Each of the Company and MIE is duly organised and validly existing and in
good standing under the laws of the Cayman Islands, and has all corporate power to own, lease and
operate all of its property and to carry on its business as it is now being conducted.
	 
	2.	 	Authority. Each of the Company and MIE has full power and authority and full legal capacity to
execute, deliver and perform its obligations under this Agreement and the other Transaction
Agreements to which it is a party. The execution and delivery by each of the Company and MIE of
this Agreement and the other Transaction Agreements to which it is a party has been or will be, on
or prior to the Completion Date, authorised by all necessary corporate action; and this Agreement
is, and each of the other Transaction Agreements to which it is a party will be, when duly executed
and delivered, a valid and binding obligation of the Company and MIE respectively, enforceable in
accordance with its terms, except as such enforceability may be limited by bankruptcy,
reorganisation, insolvency, moratorium or other laws affecting creditors’ rights generally and
subject to the application of general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law).
	 
	3.	 	Capitalisation.






	 	(a)	 	The authorised share capital of the Company as of the date of this Agreement, consists
of (i) 15,000,000 shares of Ordinary Shares of a par value of US$0.01 each, 10,039,732 of
which are issued and outstanding and (ii) 3,000,000 shares of Series A Preferred Shares of
a par value of US$0.01 each, 2,510,122 of which are issued and outstanding. All the Shares
in the issued share capital of the Company are duly and validly authorized and issued,
fully paid and non-assessable, and there is no Encumbrance over or affecting any of such shares (other than any security interest that may have been granted to CITIC KaWah pursuant
to the CITIC KaWah Facility and any security interest that may have been granted to TPG
pursuant to the TPG SPA). The particulars relating to the shareholders of the Company (x)
immediately prior to the Completion and (y) immediately after the Completion are set forth
in Schedule 1.
	 
	 	(b)	 	Upon the sale and transfer of the Purchased Shares to the Purchaser, in accordance with
the terms of this Agreement, the Purchaser will own valid, legal, beneficial and marketable
title to such Purchased Shares, free and clear of any Encumbrances and with all rights
attached thereto as set out in the articles of association of the Company.
	 
	 	(c)	 	The authorised share capital of MIE on the date of this Agreement consists of (i)
50,000 shares of MIE Ordinary Shares, 50,000 of which are issued and outstanding. All the shares of MIE Ordinary Shares in the issued share capital of MIE are duly and validly
issued, fully paid and non-assessable and there is no Encumbrance over or affecting any of
such shares (other than any security interest that may have been granted to CITIC KaWah
pursuant to the CITIC KaWah Facility). The Company is the sole shareholder of MIE as the date of




27









 






	 	 	 	this Agreement and at the Completion.






	4.	 	Valid Issuance of Shares. The Purchased Shares, when issued, sold and delivered in accordance
with the terms and for the consideration set forth in this Agreement, will be duly and validly
issued, fully paid, non-assessable and free of restrictions on transfer other than restrictions on
transfer under the articles of association of the Company and the Transaction Agreements. Assuming
the accuracy of the warranties of the Purchaser, the Purchased Shares will be issued, sold and
transferred in compliance with all applicable securities laws. The Ordinary Shares issuable upon
conversion of the Purchased Shares have been duly reserved for issuance and upon issuance in
accordance with the terms of the articles of association of the Company, will be duly and validly
issued, fully paid, non-assessable and free of restrictions on transfer or preemptive rights other
than restrictions on transfer and preemptive rights under the Transaction Agreements and applicable
securities laws.
	 
	5.	 	No Options. Neither the Company nor MIE has any outstanding commitment, obligation, options,
warrants, rights (including conversion, pre-emption rights or rights of first refusal) to sell or
to cause to be issued any share capital or any securities convertible into or exchangeable for, or
rights to acquire, any share capital, other than as contemplated by the Transaction Agreements.
Except for the rights granted under the employee stock option plan of the Company, no agreement or
arrangement exists providing for the present or future allotment, issue or transfer of any share
capital of the Company. Except for this Agreement, the other Transaction Agreements, the TPG SPA,
and the Sino Link SPA, there is no agreement, arrangement or obligation of any kind (and no
authorization therefor has been given) obligating the Company or MIE or any other person to
repurchase, redeem or otherwise acquire any outstanding shares of its share capital or any
securities convertible into or ultimately exchangeable or exercisable for any share capital.
Except as set forth in the Amended and Restated Shareholders Agreement dated October 30, 2009 by
and among TPG, Sino Link, FEEL, MIE and the Company and in the Third Amended and Restated Articles
of Association of the Company, neither the Company nor MIE is a party or subject to any agreement,
understanding or contractual rights, and, to the knowledge of the Company and MIE, there is no
agreement, understanding or contractual rights with any Person, which affects or relates to
distribution of dividends or the voting or giving of written consents with respect to any security
or by a director of the Company or MIE.
	 
	6.	 	Subsidiaries. Other than the Indonesian JVs, MIE has not and has never had any Subsidiaries and
is not and has never been a legal or beneficial owner of any share or equity interests in any
Person. The Company has no assets, and has not had any assets, other than cash and shares in MIE.
	 
	7.	 	Compliance with Laws; Permits. Each of the Company and MIE is in compliance in with
all laws, regulations, orders, judgments and decrees applicable to it. Each of the Company and MIE
has obtained and possesses all required Permits necessary for it to conduct its business as
currently conducted from, or has made all required, material registrations, qualifications, designations, declarations and filings with, any foreign, national,
provincial or local Governmental Authority related to the ownership, lease or use of its properties
or the operation of its assets and business as currently conducted, the lack of which would not
have a Material Adverse Effect. All such




28









 






	 	 	Permits are in full force and effect, and each of the Company and MIE is in compliance in
all material respects with all such Permits, and it is not aware that any of such required
Permits will not be renewed on or prior to its termination date, and the consummation of
the transactions contemplated under the Transaction Agreements will not result in the
termination or revocation of any of such Permits.






	8.	 	Material Contracts. No material Contract entered into by MIE (a) relates to the conduct or
proposed conduct of operations by MIE outside of the PRC (other than the Indonesia JVs); (b) is
outside the ordinary and proper course of business or is otherwise unusual; or (c) has been entered
into other than by way of a bargain at arm’s length. Each material Contract is in full force and
effect and there exists no (i) default or event of default by MIE or, to the knowledge of MIE, any
other party to any such Contract with respect to any material term or provision of any such
Contract or (ii) event, occurrence, condition or act (including the consummation of the
transactions contemplated hereby) which, with the giving of notice, the lapse of time or the
happening of any other event or condition, would become a default or event of default by MIE or, to
the knowledge of MIE, any other party thereto, with respect to any material term or provision of
any such Contract, except for those which would not be reasonably expected to result in a Material
Adverse Effect. The Company and MIE, as applicable, have duly performed all their obligations
under each material Contract to the extent that such obligations to perform have accrued.
Consummation of the transactions contemplated by this Agreement and the other Transaction
Agreements will not (and will not give any Person a right to) terminate or modify any rights of, or
accelerate or augment any obligation of, the Company or MIE under any material Contract.
	 
	9.	 	General.






	 	(a)	 	MIE has furnished the Purchaser with the audited financial statements of MIE as of
December 31, 2008 as certified by MIE’s accountants (the “2008 Accounts”). The 2008
Accounts, including the footnotes thereto, except as described therein, have been prepared
in accordance with IFRS consistently followed throughout the periods indicated. The 2008
Accounts fairly present the financial condition and the profit and loss of MIE as at the
date thereof and the related statements of income, shareholders’ equity, retained earnings,
and cash flows of MIE and the changes in its financial condition for the periods indicated
and contain specific provisions, accruals or creditors adequate to cover, or full
particulars in notes, of all taxation (including deferred taxation) and other liabilities
(whether quantified, contingent or otherwise) of MIE for the periods indicted, and are not
affected by unusual or non-recurring items.
	 
	 	(b)	 	FEEL has fully provided the Purchaser with all the information that the Purchaser has requested for deciding whether to purchase the Purchased Shares. No part of
any document or information provided to the Purchaser or their legal advisors throughout
the course of the Parties’ communications and negotiations leading up to the Completion
contained any untrue statements, omitted any material facts or was provided with any
intention to mislead the Purchaser, and FEEL has acted in good faith and with due and
careful consideration in providing such documents and information, and believing the




29









 






	 	 	 	same to be true in all material aspects at the time of provision of such documents
and information and as of the Completion.




30









 











EXHIBIT A




FEEL SHAREHOLDERS UNDERTAKING




31











 





FEEL SHAREHOLDERS UNDERTAKINGS




Zhang Ruilin, Zhao Jiangwei and Shang Zhiguo

Suite 406, Block C, Grand Place, 5 Hui Zhong Road, Chaoyang District, Beijing 10010, PRC 
Attention: Mr. Zhang Ruilin Facsimile: (8610) 5123 8866



February 5, 2010




Harmony Energy Limited




Suites 7003-7005, 70th Fl

Two International Finance Centre

8 Finance St, Central

Hong Kong

Attn: Mr. Fan Lei

Facsimile: (852) 2110 9677





	Re:  	 	Shares Purchase Agreement relating to the Purchase of 3,642,512 Series B Preferred Shares
of MIE Holdings Corporation — FEEL Shareholders Undertakings





Dear Sirs:



We provide this letter to Harmony Energy Limited (“Harmony”) pursuant to the Shares
Purchase Agreement relating to the Purchase of 3,642,512 Series B Preferred Shares of MIE Holdings
Corporation (the “SPA”) dated February 5, 2010 among Harmony, Far East Energy Limited, MIE
Holdings Corporation, MI Energy Corporation, Zhang Ruilin, Zhao Jiangwen and Shang Zhiguo. Save as
defined in this letter, words and expressions defined in the SPA shall have the same meanings when
used in this letter.



In connection with the SPA and the transactions contemplated therein, we hereby represent, warrant
and undertake as follows:





	1.	 	WARRANTITES






	 	1.1	 	Warranties by the FEEL Shareholders. Each FEEL Shareholder warrants to Harmony
that:
	 
	 	(a)	 	the FEEL Shareholders are the joint legal owners, free and clear of any
Encumbrances (except for the creation of Encumbrances over the shares in FEEL pursuant
to the terms of the CITIC KaWah Facility), of all of the issued and outstanding FEEL
shares and there are no other shares or rights to acquire new shares in FEEL and that
no person other than a FEEL Shareholder will have any beneficial interest in any
shares in FEEL;
	 
	 	(b)	 	he is not a party to any contract creating rights in respect of any FEEL
shares in any third Person or relating to the voting of FEEL shares or which would




1









 






	 	 	 	otherwise restrict his ownership of the FEEL shares (except for the
arrangements over the shares in FEEL pursuant to the terms of the CITIC KaWah
Facility);






	 	(c)	 	he has the full power and authority and full legal capacity to execute,
deliver and perform his obligations under the SPA and such SPA will be or have been
duly executed and delivered and constitute or will constitute a valid and binding
obligation of such FEEL Shareholder enforceable in accordance with its terms, except
that such enforcement may be subject to or limited by bankruptcy, insolvency,
moratorium or other laws affecting creditors’ rights generally and subject to the
application of general principles of equity;
	 
	 	(d)	 	the execution, delivery and performance of the SPA will not result in a
breach or violation of any of the terms and provisions of, or constitute a default
under (i) any Governmental Rule or order applicable to him of any Governmental
Authority or any court, domestic or foreign, having jurisdiction over him or any of
his properties or (ii) any agreement or instrument to which he is a party or by which
he is bound or to which any of his properties is subject, other than, in each case,
where such breach, violation or default has not had, and is not reasonably likely to
have, a material adverse effect on his ability to perform his obligations under the
SPA;
	 
	 	(e)	 	except for the relevant approval of and registration with the PRC State
Administration of Foreign Exchange under Circular 75 he is not and will not be
required to give any notice or to make any filing with or obtain any Permit, consent,
waiver or other authorization from any governmental or regulatory authority or other
Person in connection with the execution, delivery and performance of the SPA;
	 
	 	(f)	 	there is no legal, administrative, arbitration or other action or proceeding
or governmental investigation pending, or, to his knowledge, threatened, against him
that challenges the validity or performance of the SPA, or which, if successful, could
hinder or prevent him from performing his obligations hereunder;
	 
	 	(g)	 	he has no contract, arrangement or understanding with any broker, finder or
similar agent with respect to the transactions contemplated by this letter or the SPA;
and
	 
	 	(h)	 	in relation to each of the Repayment Agreements dated September 18, 2007, the
Intercompany Loan Agreement dated June 26, 2008, the Tripartite Agreement dated
December 31, 2008, and the Guarantee dated January 12, 2009 (collectively, the
“Intercompany Agreements”) to which
he is a party, (i) he has the full power and authority and full legal capacity to
execute, deliver and perform such Intercompany Agreement, (ii) such
Intercompany Agreement is a valid and binding agreement of him, enforceable against
such party in accordance with its terms, and (iii) the execution and delivery of it
by him do not, and the performance of the obligations thereunder by him will not,
(x) conflict with any of, or require any other Consent of any Person under any
Governmental Rule or




2









 






	 	 	 	applicable law, or (y) violate any Governmental Rule or any provision of applicable
law, or require any Permit of any Governmental Authority having jurisdiction over
him.






	1.2	 	Each FEEL Shareholder hereby acknowledges that each statement in Clause 1.1 above is true and
correct as of the date of the SPA and as of the Completion Date, and Harmony has relied upon
such warranties to enter into the SPA. Each of the warranties shall be separate and
independent and save as expressly otherwise provided shall not be limited by reference to any
provision in this letter or the SPA.
	 
	1.3	 	During the period from the date of the SPA until the Completion Date, each FEEL Shareholder
shall notify Harmony in writing immediately if it becomes aware of a fact or circumstance
which would cause any warranty given herein or the undertaking set forth in Clause 2.1 herein
to be unfulfilled, untrue, inaccurate or misleading in any material respect if given in
respect of the facts or circumstances as at any time on or prior to the Completion. Such
updating to Completion shall not affect any of the conditions precedent to Harmony’s
obligations or satisfaction thereof under the SPA.
	 
	1.4	 	The warranties set out in Clause 1.1(a) through (g) shall survive indefinitely. The
warranties set out in Clause 1.1(h) shall survive until the General Warranty Expiration Date.






	2.	 	UNDERTAKINGS






	2.1	 	Pre-completion undertakings. During the period from the date of the SPA until the
Completion Date, none of the FEEL Shareholders shall transfer (or create or permit any
Encumbrance over) any interest in any of the shares in FEEL, (except for the creation of
Encumbrances over the shares in FEEL pursuant to the terms of the CITIC KaWah Facility), or
allow the creation, grant or issuance of new shares by FEEL or of any shares or rights to
subscribe for, or option warrants or other securities convertible into or exercisable or
exchangeable for the shares in FEEL.
	 
	2.2	 	Post-completion Undertakings. From and after the Completion Date, the FEEL
Shareholders shall maintain a shareholding percentage in FEEL of more than 50% until the date
falling on the earliest of (a) the expiration date of the lock-up period applicable to Harmony
following the Qualified IPO, (b) the date upon which Harmony’s Shareholding Percentage in the
Company falls below 15% and (c) the date falling sixty (60) months from the Completion Date
(such earliest date, the “Required Shareholding Ownership Expiration Date”). During
the period from the Completion Date until the Required Shareholding Ownership Expiration Date,
the shares held by the FEEL
Shareholders in FEEL will be free and clear of any and all Encumbrances, other than any
Encumbrance created by the CITIC KaWah Facility. For the purposes of this Clause 2.2,
“shareholding percentage” means, with respect to the FEEL Shareholders, the ratio
(expressed as a percentage) of the number of shares in FEEL held by the FEEL Shareholders
to the aggregate number of all the issued shares of FEEL.




3









 






	2.3	 	Further Assurances. Each FEEL Shareholder shall promptly and duly execute and
deliver such documents and take, and cause any relevant Person to take, such further action as
may be required or reasonably desirable in order to carry out effectively and accomplish the
intent and purpose of this letter and the SPA and to establish and protect the rights and
remedies created or intended to be created under this letter.
	 
	3.	 	NOTICES
	 
	 	 	All notices, consents, and other communications under or pursuant to this letter
(“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 Harmony, to:

	 	Suites 7003-7005, 70th Fl
	 

	 	Two International Finance Centre
	 

	 	8 Finance St, Central
	 

	 	Hong Kong
	 

	 	Attention: Mr. Fan Lei
	 

	 	Facsimile: (852) 2110 9677
	 
	 	 
	if to any FEEL
Shareholder, to:

	 	Suite 406, Block C, Grand Place
	 

	 	5 Hui Zhong Road
	 

	 	Chaoyang District, Beijing 10010, PRC
	 

	 	Attention: Mr. Zhang Ruilin
	 

	 	Facsimile: (8610) 5123 8866







	4.	 	MISCELLANEOUS
	 
	4.1	 	Governing Law and Arbitration. This letter shall be governed by and construed in
accordance with the English law without regard to conflicts of laws principles. The
provisions of Clause 11 of the SPA shall be deemed to be incorporated in this letter in full,
mutatis mutandis, save that references to “this Agreement” shall be construed as references to
this letter and references to “Parties” or “Party” shall be
construed as references to parties or party to this letter.
	 
	4.2	 	Assignment. The provisions of this letter 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 party, except that Harmony may assign
its rights under this letter, in whole or in part, to any Person who acquires Shares held by
Harmony.




4









 






	4.3	 	Amendments and waivers. All amendments and other modifications hereof or waivers of
the observance of any term hereof (either generally or in a particular instance and either
retroactively or prospectively) shall be in writing and signed by each of the parties.
	 
	4.4	 	No Waiver. The failure of a party at any time to require observance or performance
by any other party of any of the provisions of this letter shall in no way affect the party’s
right to require such observance or performance at any time thereafter, nor shall the waiver
by any party of a breach of any provision hereof be taken or held to be a waiver of any
succeeding breach of such provision. The rights and remedies provided in this letter are
cumulative and not exclusive of any rights or remedies otherwise provided by law.
	 
	5.6	 	Counterparts. This letter may be signed in any number of counterparts, each of which
is an original and all of which, taken together, constitute one and the same instrument. This
letter may also be executed and delivered by facsimile signature and in any number of
counterparts, each of which shall be deemed an original and all of which, taken together,
constitute one and the same instruments.





[Remainder of Page Intentionally Left Blank]





5











 





	 	 	 	 	 
	 	Very truly yours,



ZHANG RUILIN

 	 
	 	By:  	/s/
Zhang Ruilin
 	 
	 	 	 	 
	 	 	 	 
	 
	 	ZHAO JIANGWEI

 	 
	 	By:  	/s/
Zhao Jiangwei
 	 
	 	 	 	 
	 	 	 	 
	 
	 	SHANG ZHIGUO

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 



Accepted and agreed to

on the terms set forth above as of the

date first written above:




	 	 	 	 	 
	HARMONY ENERGY LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



6









 






	 	 	 	 	 
	 	Very truly yours,



ZHANG RUILIN

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 
	 	ZHAO JIANGWEI

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 
	 	SHANG ZHIGUO

 	 
	 	By:  	/s/
Shang Zhiguo
 	 
	 	 	 	 
	 	 	 	 
	 



Accepted and agreed to

on the terms set forth above as of the

date first written above:




	 	 	 	 	 
	HARMONY ENERGY LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



6









 





	 	 	 	 	 
	 	Very truly yours,



ZHANG RUILIN

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 
	 	ZHAO JIANGWEI

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 
	 	SHANG ZHIGUO

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 



Accepted and agreed to

on the terms set forth above as of the

date first written above:




	 	 	 	 	 
	HARMONY ENERGY LIMITED

 	 	 
	By:  	/s/
Che Fung	 	 
	 	Name:  	CHE Fung
 	 	 
	 	Title:  	Director 	 	 



6











 





EXHIBIT B




RESTATED ARTICLES



32









 





Company No.: MC-207100




FOURTH AMENDED AND RESTATED




MEMORANDUM



AND



ARTICLES OF ASSOCIATION



OF



MIE Holdings Corporation



(Adopted by Special Resolution dated 10 March 2010)



Incorporated on the 20th day of March, 2008



INCORPORATED IN THE CAYMAN ISLANDS



 









 





THE COMPANIES LAW(2009 Revision)

OF THE CAYMAN ISLANDS

Exempted Company Limited by Shares




FOURTH AMENDED AND RESTATED



MEMORANDUM OF ASSOCIATION



OF



MIE Holdings Corporation

(Adopted by Special Resolution dated 10 March 2010)




	1.	 	The name of the Company is MIE Holdings Corporation.
	 
	2.	 	The Registered Office of the Company shall be at the offices of Maples Corporate Services
Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other
place as the Directors may from time to time decide.
	 
	3.	 	The objects for which the Company is established are unrestricted and shall include, but
without limitation, the following:





	 	 	 	 	 
	(a)

	 	(i)
	 	To carry on the business of an investment company and to act as promoters and
entrepreneurs and to carry on business as financiers, capitalists, concessionaires,
merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and
carry on and execute all kinds of investment, financial, commercial, mercantile, trading and
other operations.
	 
	 	 	 	 
	 

	 	(ii)
	 	To carry on whether as principals, agents or otherwise howsoever the business of
realtors, developers, consultants, estate agents or managers, builders, contractors,
engineers, manufacturers, dealers in or vendors of all types of property including
services.







	 	(b)	 	To exercise and enforce all rights and powers conferred by or incidental to the ownership
of any shares, stock, obligations or other securities including without prejudice to the
generality of the foregoing all such powers of veto or control as may be conferred by virtue
of the holding by the Company of some special proportion of the issued or nominal amount
thereof, to provide managerial and other executive, supervisory and consultant services for
or in relation to any company in which the Company is interested upon such terms as may be
thought fit.
	 
	 	(c)	 	To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge,
convert, turn to account, dispose of and deal with real and personal property and rights of
all kinds and, in particular, mortgages, debentures, produce, concessions, options,
contracts, patents, annuities, licences, stocks, shares, bonds, policies, book debts,
business concerns, undertakings, claims, privileges and choses in action of all kinds.
	 
	 	(d)	 	To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or
otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to
enter into partnership




1









 






	 	 	 	or into any arrangement for sharing profits, reciprocal concessions or cooperation with
any person or company and to promote and aid in promoting, to constitute, form or
organise any company, syndicate or partnership of any kind, for the purpose of
acquiring and undertaking any property and liabilities of the Company or of advancing,
directly or indirectly, the objects of the Company or for any other purpose which the
Company may think expedient.






	 	(e)	 	To stand surety for or to guarantee, support or secure the performance of all or any of
the obligations of any person, firm or company whether or not related or affiliated to the
Company in any manner and whether by personal covenant or by mortgage, charge or lien upon
the whole or any part of the undertaking, property and assets of the Company, both present
and future, including its uncalled capital or by any such method and whether or not the
Company shall receive valuable consideration thereof.
	 
	 	(f)	 	To engage in or carry on any other lawful trade, business or enterprise which may at any
time appear to the Directors of the Company capable of being conveniently carried on in conjunction
with any of the aforementioned businesses or activities or which may appear to the Directors or
the Company likely to be profitable to the Company.






	 	 	In the interpretation of this Amended and Restated Memorandum of Association in general and
of this Article 3 in particular no object, business or power specified or mentioned shall be
limited or restricted by reference to or inference from any other object, business or power, or
the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and
that, in the event of any ambiguity in this Article or elsewhere in this Amended and Restated
Memorandum of Association, the same shall be resolved by such interpretation and construction as
will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by
the Company.
	 
	4.	 	Except as prohibited or limited by the Companies Law (as amended) and by the Amended and
Restated Articles of Association of the Company, the Company shall have full power and
authority to carry out any object and shall have and be capable of from time to time and at
all times exercising any and all of the powers at any time or from time to time exercisable by
a natural person or body corporate in doing in any part of the world whether as principal,
agent, contractor or otherwise whatever may be considered by it necessary for the attainment
of its objects and whatever else may be considered by it as incidental or conducive thereto or
consequential thereon, including, but without in any way restricting the generality of the
foregoing, the power to make any alterations or amendments to this Amended and Restated
Memorandum of Association and the Amended and Restated Articles of Association of the Company
considered necessary or convenient in the manner set out in the Amended and Restated Articles
of Association of the Company, and the power to do any of the following acts or things, viz:
to pay all expenses of and incidental to the promotion, formation and incorporation of the
Company; to register the Company to do business in any other jurisdiction; to sell, lease or
dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and
issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other
negotiable or transferable instruments; to lend money or other assets and to act as
guarantors; to borrow or raise money on the security of the undertaking or on all or any of
the assets of the Company including uncalled capital or without security; to invest monies of
the Company in such manner as the Directors determine; to promote other companies; to sell the
undertaking of the Company for cash or any other consideration; to distribute assets in specie
to Members of the Company; to make charitable or benevolent donations; to pay pensions or
gratuities or provide other benefits in cash or kind to Directors, officers, employees, past
or present and their families; to purchase Directors and officers liability insurance and to
carry on any trade or business and generally to do all acts and things which, in the opinion
of the Company or the Directors, may be conveniently or profitably or usefully acquired and
dealt with, carried on, executed or done by the Company in connection with the business
aforesaid provided, that the Company shall only carry on the businesses for which a licence is
required under the laws of the Cayman Islands when so licensed under the terms of such laws.
	 
	5.	 	The liability of each Member is limited to the amount from time to time unpaid on such
Member’s Shares.
	 
	6.	 	The share capital of the Company is US$230,000 divided into (i) 15,000,000 Ordinary Shares of
a par




2









 






	 	 	value of US$0.01 each; (ii) 3,000,000 Series A Preferred Shares of a par value of US$0.01;
and (iii) 5,000,000 Series B Preferred Shares of a par value of US$0.01, each with power for
the Company insofar as is permitted by law, to redeem or purchase any of its shares and to
increase or reduce the said capital subject to the provisions of the Companies Law (as
amended) and the Amended and Restated Articles of Association and to issue any part of its
capital, whether original, redeemed or increased with or without any preference, priority or
special privilege or subject to any postponement of rights or to any conditions or
restrictions and so that unless the conditions of issue shall otherwise expressly declare
every issue of shares whether declared to be preference or otherwise shall be subject to the
powers hereinbefore contained, provided that, notwithstanding any provision to the contrary
contained in this Amended and Restated Memorandum of Association, the
Company shall have no power to issue bearer shares, warrants, coupons or certificates. Each
share in the Company confers upon the Member those rights set forth in the Amended and
Restated Articles of Association.






	7.	 	The Company shall have the power to register by way of continuation as a body corporate
limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be
deregistered in the Cayman Islands.






3











 





THE COMPANIES LAW (2009 Revision)

OF THE CAYMAN ISLANDS

Company Limited by Shares




FOURTH AMENDED AND RESTATED ARTICLES OF



ASSOCIATION



OF



MIE Holdings Corporation

(Adopted by Special Resolution dated 10 March 2010)




	1.	 	In these Articles, Table A in the Schedule to the Statute does not apply and, unless
there be something in the subject or context inconsistent therewith,





	 	 	 
	“Additional Securities”

	 	has the meaning ascribed to it in Article 7(d)(v)(A).
	 
	 	 
	“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, (ii) with respect to Sino Link, Affiliate shall only
include any other person that directly controls and holds a majority interest in Sino Link; (iii) with
respect to Harmony, Affiliate shall include any other person that controls, is controlled by, or is under common
control with Ever Union Capital Limited and/or its Affiliates; and (iv) with respect to FEEL, Affiliate
shall include Zhang Ruilin and Zhao Jiangwei and each of their respective Affiliates.
	 
	 	 
	“Annual General Meeting”

	 	has the meaning ascribed to it in Article 40(a).
	 
	 	 
	“Articles”

	 	means these Articles as from time to time altered by Special Resolution and duly filed with the Registrar of
Companies.
	 
	 	 
	“Auditors”

	 	means the persons for the time being performing the duties of auditors of the Company.
	 
	 	 
	“Board”

	 	means the board of directors of the Company.






4









 






	 	 	 
	“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.
	 
	 	 
	“Chairman”

	 	has the meaning ascribed to it in Article 92.
	 
	 	 
	“CITIC KaWah Facility”

	 	means the US$200,000,000 Transferable Term Loan and Revolving Credit Facility Agreement dated 28 July 2009
between MI Energy Corporation as borrower, CITIC Ka Wah Bank Limited as facility agent and offshore
security agent, China CITIC Bank Corporation Limited, Guangzhou Branch as onshore security agent, and the
banks and other financial institutions named therein as lenders .
	 
	 	 
	“Class”

	 	means any class of shares as may from time to time be issued by the Company.
	 
	 	 
	“Company”

	 	means MIE Holdings Corporation.
	 
	 	 
	“Company Employee Share
Option Scheme”

	 	means any employee incentive scheme pursuant to which the Company may issue Shares or options for Shares
constituting up to 5% of the share capital of the Company as of the date hereof pursuant to a plan
approved by the Board.
	 
	 	 
	“control”

	 	means possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such other Person (whether through ownership interest, by contract or otherwise); provided,
however, that, in any event, any Person that owns directly or indirectly more than fifty percent (50%) of the
ordinary voting interests in such other Person shall be deemed to control such other Person.
	 
	 	 
	“Conversion Price”

	 	means (i) with respect to Series A Preferred Shares, the Original Series A Conversion Price applicable to the
Series A Preferred Shares; (ii) with respect to Series B Preferred Shares, the Original Series B
Conversion Price applicable to Series B Preferred Shares, in each case, subject to adjustment as provided below in
Article 7(d)(v).
	 
	 	 
	“Conversion Rights”

	 	has the meaning ascribed to it in Article 7(d).
	 
	 	 
	“Cut-Off Date”

	 	has the meaning ascribed to it in Article 10(b)(ii).
	 
	 	 
	“debenture”

	 	means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge
on the assets of the Company or not.
	 
	 	 
	“Directors”

	 	means the directors for the time being of the Company.
	 
	 	 
	“dividend”

	 	includes an interim dividend and bonus.
	 
	 	 
	“Electing Offeree” and
“Electing Offerees”

	 	have the meaning ascribed to them in Article 10(b)(ii).
	 
	 	 





5









 






	 	 	 
	“Encumbrance”

	 	means any deed to secure debt, assignment, security right, pledge, lien, charge, option, encumbrance and claim or
right of any kind of third persons, whether voluntarily incurred or arising by operation of law,
including any agreement to give any of the foregoing in the future, and in relation to shares in the issued shares
capital of a company, any right to appoint a proxy, exercisable by any party other than the holder of
such shares.
	 
	 	 
	“Excluded Shares”

	 	means (i) Ordinary Shares issued and outstanding on the date hereof; (ii) Preferred Shares issued and outstanding
on the date hereof; (iii) [intentionally left blank]; (iv) Ordinary Shares issued or deemed to have been
issued pursuant to a stock grant, stock option, option plan, purchase plan or other employee stock
incentive program or agreement, in each case, where the grant of such options is approved by the Board; (v)
Ordinary Shares issued or issuable upon conversion of the Preferred Shares; (vi) all Shares issued as a
dividend or distribution on Preferred Shares; (vii) Ordinary Shares issued or issuable in a Qualified IPO; and
(viii) Ordinary Shares or any class of preferred shares issued or deemed to have been issued as a result
of any liquidation or winding up of the Company.
	 
	 	 
	“Extended Cut-Off Date”

	 	has the meaning ascribed to it in Article 10(b)(iii).
	 
	 	 
	“Extended Preemption Cut-Off
Date”

	 	has the meaning ascribed to it in Article 6(b)(ii).
	 
	 	 
	“FEEL”

	 	means Far East Energy Limited, a company incorporated in the Special Administration Region of Hong Kong.
	 
	 	 
	“Harmony”

	 	means Harmony Energy Limited, a company incorporated in the British Virgin Islands.
	 
	 	 
	“Indebtedness”

	 	means all (i) funded indebtedness of the Company and its Subsidiaries, including, (A) all funded obligations for
borrowed money, (B) funded obligations evidenced by bonds, notes, debentures, loan agreements or similar
instruments, (C) otherwise as an account party in respect of or arising under letters of credit, bankers’
acceptances, bank guaranties, surety bonds and similar instruments, (ii) the aggregate amount required to be
capitalized under leases under which the Company or any of its Subsidiaries is the lessee, (iii)
obligations of the Company or any of its Subsidiaries for deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of business), and (iv) all accrued and unpaid
interest on any of the foregoing.
	 
	 	 
	“JMC Budget”

	 	has the meaning as ascribed to it in Article 98 (c)(ix).
	 
	 	 
	“Liquidation Preference”

	 	means the Series A Liquidation Preference or the Series B Liquidation Preference and “Liquidation Preferences”
shall be defined accordingly.
	 
	 	 
	“Material Subsidiary”

	 	means MIE and any other member of the MIE Group having more than 10% of the assets of the MIE Group as shown in the
latest financial statements of that entity.
	 
	 	 





6









 






	 	 	 
	“Member”

	 	means each person whose name is, from time to time and for the time being, entered in the register of Members as
the holder of one or more Shares.
	 
	 	 
	“Memorandum”

	 	means the Memorandum of Association of the Company as amended from time to time altered by Special Resolution and
duly filed with the Registrar of Companies.
	 
	 	 
	“MIE”

	 	means MI Energy Corporation, an exempted company incorporated with limited liability in the Cayman Islands.
	 
	 	 
	“MIE Group”

	 	means the Company, its Subsidiaries and other entities controlled directly or indirectly by the Company.
	 
	 	 
	“Minimum Shareholding
Percentage”

	 	means a Shareholding Percentage of not less than five percent (5%).
	 
	 	 
	“month”

	 	means calendar month.
	 
	 	 
	“New Securities”

	 	means Shares or rights, options, warrants or other securities convertible into or exercisable or exchangeable for
Shares issued by the Company, other than Shares issued or issuable:
	 
	 	 
	 

	 	(a)   pursuant to the Company Employee Share Option Scheme;
	 
	 	 
	 

	 	(b)   upon conversion of any Preferred Shares;

	 
	 	 
	 

	 	(c)   as a dividend or other distribution on any Preferred Shares;

	 
	 	 
	 

	 	(d)   pursuant to a Qualified IPO; and

	 
	 	 
	 

	 	(e)   in connection with any stock split or stock dividend.

	 
	 	 
	“Non-Competing Person”

	 	means any Person that is not engaged, directly or indirectly, in a competing business, it being understood that
TPG, Harmony and Sino Link are Non-Competing Persons.
	 
	 	 
	“Non-Offering Members”

	 	has the meaning ascribed to it in Article 10(b)(i).
	 
	 	 
	“Offered Shares”

	 	has the meaning ascribed to it in Article 10(b)(i).
	 
	 	 
	“Offering Member”

	 	has the meaning ascribed to it in Article 10(b)(i).
	 
	 	 
	“Ordinary Directors”

	 	has the meaning ascribed to it in Article 70.
	 
	 	 
	“Ordinary Resolution”

	 	means a resolution passed by a simple majority of the votes of such Members as, being entitled to do so, vote in
person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written
resolution.
	 
	 	 
	“Ordinary Shares”

	 	means the ordinary shares in the capital of the Company, of par value US$0.01 each.






7









 






	 	 	 
	“Ordinary Shares Equivalents”

	 	has the meaning ascribed to it in Article 7(d)(v)(A).
	 
	 	 
	“Original Series A Conversion
Price”

	 	means an amount equal to the Series A Preferred Shares Purchase Price.
	 
	 	 
	“Original Series B
Conversion Price”

	 	means an amount equal to the Series B Preferred Shares Purchase Price.
	 
	 	 
	“paid-up”

	 	means paid-up and/or credited as paid-up.
	 
	 	 
	“Participant”

	 	has the meaning ascribed to it in Article 10(c)(ii).
	 
	 	 
	“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.
	 
	 	 
	“Preemption Cut-Off Date”

	 	has the meaning ascribed to it in Article 6(b)(i).
	 
	 	 
	“Preferred Shares”

	 	means the Series A Preferred Shares and Series B Preferred Shares of the Company.
	 
	 	 
	“Proposed Transfer”

	 	means any Transfer of any Shares (or any interest therein) proposed by any Member.
	 
	 	 
	“Prospective Transferee”

	 	means any Person to whom a Member proposes to make a Proposed Transfer, including a Proposed Transfer by FEEL
pursuant to Article 10(e).
	 
	 	 
	“Qualified IPO”

	 	means an underwritten public offering by the Company of its Shares on a Recognised Stock Exchange pursuant to a
prospectus or offering circular under applicable securities laws
resulting in the shares of the Company
becoming freely tradable.
	 
	 	 
	“Recognized Stock Exchange”

	 	means NASDAQ, the New York Stock Exchange, the Toronto Stock Exchange, the Australian Securities Exchange, the
Euronext Paris, the Tokyo Stock Exchange, the Deutsche Borse, or the main board of any of the Stock
Exchange of Hong Kong Limited, the Singapore Stock Exchange, or the London Stock Exchange, or any other
stock exchange of equal standing reasonably agreed by TPG.
	 
	 	 
	“registered office”

	 	means the registered office for the time being of the Company.
	 
	 	 
	“Remaining New Securities”

	 	has the meaning ascribed to it in Article 6(b)(iii).
	 
	 	 
	“Scheduled Completion Date”

	 	has the meaning ascribed to it in Article 10(b)(v).
	 
	 	 
	“Seal”

	 	means the common seal of the Company and includes every duplicate seal.
	 
	 	 
	“Secretary”

	 	includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.
	 
	 	 
	“Series A Conversion Rate”

	 	means the number of Ordinary Shares into which a Series A Preferred Share is convertible.






8









 






	 	 	 
	“Series A Conversion Price”

	 	means the Original Series A Conversion Price, subject to adjustment as provided below in Article 7(d)(v).
	 
	 	 
	“Series A Preferred Shares”

	 	means the Series A preferred shares in the capital of the Company, of par value US$0.01 each.
	 
	 	 
	“Series A Preferred Shares
Purchase Price”

	 	means US$24.6999.
	 
	 	 
	“Series A Liquidation
Preference”

	 	has the meaning ascribed to it in Article 7(c)(i).
	 
	 	 
	“Series B Conversion Rate”

	 	means the number of Ordinary Shares into which a Series B Preferred Share is convertible.
	 
	 	 
	“Series B Conversion Price”

	 	means an amount equal to two times the Original Series B Conversion Price, subject to adjustment as provided below
in Article 7(d)(v).
	 
	 	 
	“Series B Preferred Shares”

	 	means the Series B Preferred Shares of the Company, of par value US$0.01 each.
	 
	 	 
	“Series B Preferred Shares
Purchase Price”

	 	means US$24.70.
	 
	 	 
	“Series B Liquidation
Preference”

	 	has the meaning ascribed to it in Article 7(c)(i).
	 
	 	 
	“Shareholders’ Agreement”

	 	means the second amended and restated shareholders agreement dated 10 March 2010 by and among TPG, Harmony, Sino
Link, FEEL, MIE, the Company and certain other shareholders of the Company, as amended or supplemented
from time to time.
	 
	 	 
	“Shareholding Effective Date”

	 	means the date on which a person becomes a Member of the Company.
	 
	 	 
	“Shareholding Percentage”

	 	means, with respect to any Member, the ratio (expressed as a percentage) of the number of Shares owned, directly or
indirectly, by such Member and its Affiliates to the aggregate number of all the issued Shares. For the
purposes of determining the number of Shares held by the Members, all Series A Preferred Shares and all
Series B Preferred Shares shall be deemed to have been converted into Ordinary Shares at the then-applicable
conversion ratio.
	 
	 	 
	“Shares”

	 	means the Ordinary Shares, Series A Preferred Shares and Series B Preferred Shares, and any other shares of the
Company, whether fully or partly paid.
	 
	 	 
	“Sino Link”

	 	means Sino Link Limited, an exempted company incorporated in Cayman Islands with limited liability.
	 
	 	 
	“Sino Link SPA”

	 	means the shares purchase agreement dated October 26th, 2009 entered by and among Sino Link, FEEL, MIE, the
Company, Zhang Ruilin, Zhao Jiangwei and Shang Zhiguo, as amended or supplemented from time to time.
	 
	 	 





9









 






	 	 	 
	“Special Board Approval”

	 	means the approval of a majority of the directors of the Board present and voting at a duly convened meeting,
provided that the TPG Director shall not have voted against such action.
	 
	 	 
	“Special Resolution”

	 	has the same meaning as specified in Article 63 and includes a unanimous written resolution.
	 
	 	 
	“Statute”

	 	means the Companies Law (2009 Revision) of the Cayman Islands, as amended, and every statutory modification or
re-enactment thereof for the time being in force.
	 
	 	 
	“Subsidiary”

	 	means, with respect to any Person:
	 
	 	 
	 

	 	(a)   any company or corporation more than fifty percent (50%) of whose shares of any
class or classes having by the terms thereof ordinary voting power to elect a
majority of the directors of such company or corporation (irrespectively of
whether or not at the time shares of any class or classes of such company or
corporation shall have or might have voting power by reason of the happening
of any contingency) is at the time owned by such Person directly or indirectly
through one or more Subsidiaries of such Person; and

	 
	 	 
	 

	 	(b)   any partnership, association, joint venture or other entity in which such Person
directly or indirectly through one or more Subsidiaries of such Person has more
than a fifty percent (50%) equity interest.

	 
	 	 
	“Tag-Along Notice”

	 	has the meaning ascribed to it in Article 10(c)(i).
	 
	 	 
	“Tag-Along Offer”

	 	has the meaning ascribed to it in Article 10(c)(i).
	 
	 	 
	“Tag-Along Seller”

	 	has the meaning ascribed to it in Article 10(c)(i).
	 
	 	 
	“TPG”

	 	means TPG Star Energy Ltd., an exempted company incorporated with limited liability in the Cayman Islands, and/or
one or more of its Affiliates.
	 
	 	 
	“TPG Director”

	 	has the meaning ascribed to it in Article 70.
	 
	 	 
	“TPG SPA”

	 	means the Series A Preferred Shares Subscription and Put Option Agreement dated June 19, 2009 by and among TPG,
FEEL, the Company and MIE, as amended or supplemented from time to time.
	 
	 	 
	“Trade Sale”

	 	means a sale of all of the Shares.
	 
	 	 
	“Transfer”

	 	means the direct or indirect sale, offer to sell, pledge, mortgage, encumbrance, gift, assignment, transfer or
disposition of Shares, or any rights or interest therein or afforded thereby, or entering into any
contract or agreement to do any of the foregoing, voluntarily or involuntarily.
	 
	 	 
	“Transfer Notice”

	 	has the meaning ascribed to it in Article 10(b)(i).
	 
	 	 
	“written” and “in writing”

	 	include all modes of representing or reproducing words in visible form.







10











 






	 	 	Words importing the singular number only include the plural number and vice versa.
	 
	 	 	Words importing the masculine gender only include the feminine gender.
	 
	 	 	Words importing persons also include corporations.
	 
	2.	 	The business of the Company may be commenced as soon after incorporation as the Directors
shall see fit, notwithstanding that only part of the Shares may have been allotted.
	 
	3.	 	The Directors may pay, out of the capital or any other monies of the Company, all expenses
incurred in or about the formation and establishment of the Company including the expenses of
registration.





CERTIFICATES FOR SHARES





	4.	 	Certificates representing shares of the Company shall be in such form as shall be determined
by the Directors and shall be issued to all persons who hold shares of the Company. Such
certificates may be under Seal. All certificates for shares shall be consecutively numbered or
otherwise identified and shall specify the shares to which they relate. The name and address of
the person to whom the shares represented thereby are issued, with the number of shares and date
of issue, shall be entered in the register of Members of the Company. All certificates
surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall have been surrendered and
cancelled. The Directors may authorise certificates to be issued with the seal and authorised
signature(s) affixed by some method or system of mechanical process. Each certificate
representing the Shares or any other securities issued in respect of the Shares upon any stock
splits, stock dividend, recapitalisation, merger or similar event, shall be stamped or otherwise
imprinted with a legend in substantially the following form (in addition to any legends required
by agreement or by applicable securities laws):
	 
	 	 	THE SHARES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO AND MAY BE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED AS OF
MARCH 10, 2010 AMONG THE HOLDER OF THIS CERTIFICATE, CERTAIN OTHER SHAREHOLDERS OF THE
COMPANY, MI ENERGY CORPORATION AND THE COMPANY.
	 
	5.	 	Notwithstanding Article 4 of these Articles, if a share certificate be defaced, lost or
destroyed, it may be renewed on payment of a fee of one dollar (US$l.00) or such less sum and on
such terms (if any) as to evidence and indemnity and the payment of the expenses incurred by the
Company in investigating evidence, as the Directors may prescribe.





ISSUE OF SHARES





	6.	(a)	 	Subject to the provisions, if any, in that behalf in the Memorandum and these Articles and
to any direction that may be given by the Company in general meeting and without prejudice to any
special rights previously conferred on the holders of existing shares, the Directors may allot,
issue, grant options over or otherwise dispose of shares of the Company (including fractions of a
share) with or without preferred, deferred or other special rights or restrictions, whether in
regard to dividend, voting, return of capital or otherwise and to such persons, at such times and
on such other terms as they think proper; provided, always that, notwithstanding any provision to
the contrary contained in these Articles, the Company shall be precluded from issuing bearer
shares, warrants, coupons or certificates.
	 
	 	(b)	 	Preemption Rights. Each Member shall have the right to purchase a pro rata portion
(based on its Shareholding Percentage) of New Securities that the Company may, from time to
time




11









 





	 	 	 	propose to sell and issue. The preemption rights granted under this Article 6(b) shall be subject
to the following provisions:






	 	(i)	 	In the event that the Company proposes to undertake an issuance of New Securities, it
shall give each Member written notice of its intention, describing the type of New Securities,
the price, and the general terms upon which the Company proposes to issue the same. Each Member
shall have thirty (30) days after receipt of such notice (the “Preemption Cut-Off Date”) to agree
to purchase up to its pro rata portion (based on its Shareholding Percentage) of such New
Securities at the price and upon the terms specified in the notice by giving written notice to
the Company and stating therein the quantity of New Securities to be purchased. If a Member
fails to exercise the right to purchase its full pro rata portion (based on its Shareholding
Percentage) of the New Securities, each of the other participating Members may exercise an
additional right to purchase, on a pro rata basis (based on the proportion its Shareholding
Percentage bears to the aggregate Shareholding Percentage of the participating Members), the New
Securities not previously purchased.
	 
	 	(ii)	 	If some (but not all) of the Members do not elect to purchase their pro rata portion of
such New Securities by the Preemption Cut-Off Date, each of the participating Members shall have
the right, exercisable for a period of fifteen (15) days after the Preemption Cut-Off Date (the
last day of which shall be the “Extended Preemption Cut-Off Date”), to purchase all or any
portion of the New Securities not purchased by the participating Members pursuant to Article
6(b)(i) pro rata (based on the proportion its Shareholding Percentage bears to the aggregate
Shareholding Percentage of the other participating Members).
	 
	 	(iii)	 	If none of the Members have exercised their right to purchase the New Securities by
the end of the Preemption Cut-Off Date or the collective participating Members have not offered
to purchase all of the New Securities by the end of the Extended Preemption Cut-Off Date (such
unpurchased New Securities, the “Remaining New Securities”), then the Company may sell all (but
not less than all) of the Remaining New Securities to a third Person.
	 
	 	(iv)	 	Regardless of whether the Members exercise their preemption rights granted under this
Article 6(b) by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (as the case
may be), the Company shall have sixty (60) days after the Extended Preemption Cut-Off Date to sell
(or enter into an agreement pursuant to which the sale of New Securities covered thereby shall be
closed, if at all, within sixty (60) days from the date of said agreement) the New Securities at a
price and upon terms no more favourable to the purchasers thereof than specified in the Company’s
notice to the Members, provided that such purchaser(s) shall agree to be bound by the terms hereof
and shall thereby become bound by the terms and conditions of these Articles. In the event the
Company has not sold the New Securities within such 60-day period (or sold and issued New
Securities in accordance with the foregoing within sixty (60) days from the date of such
agreement) the Company shall not thereunder issue or sell any New Securities without first
offering such New Securities to the Members in the manner provided above. The completion of the sale of New Securities to the participating Members and
other purchasers shall occur simultaneously.






	 	(c)	 	Termination. The preemption rights granted under Article 6(b) shall expire
immediately upon the occurrence of a Qualified IPO or a Trade Sale.





PREFERRED SHARES





	7.	 	The rights, preferences, privileges and restrictions granted to and imposed upon the Preferred
Shares and the holders thereof are as follows:




12









 











	 	(a)	 	Voting Rights. Except as required by law or as provided to the contrary herein, the
holders of the Preferred Shares and the holders of the Ordinary Shares shall for voting
purposes be deemed to be members of the same class of share capital and shall vote together.
Each Preferred Share shall have such number of votes equal to the number of Ordinary Shares
into which such Preferred Shares is convertible at the time the vote is taken.
	 
	 	(b)	 	Dividends. Subject always to the provisions in Articles 63 and 98:






	 	(i)	 	the Preferred Shares shall accrue dividends as determined by the Board; and
	 
	 	(ii)	 	notwithstanding paragraph (i) above, the Preferred Shares shall be entitled to
participate pro rata in any dividends paid on the Ordinary Shares on an as-if-converted basis,
in which case, the Preferred Shares shall confer upon the holders thereof the right, in
priority to any rights of the holders of any other class of Shares (including the Ordinary
Shares), to receive such dividends; provided however, during the period commencing on the
Shareholding Effective Date and ending on the earlier of (A) the date of the closing of the
Qualified IPO or (B) the date of the one year anniversary of the Shareholding Effective Date,
if the holders of Series A Preferred Shares, voting as a class, elect (at their sole and
absolute discretion) not to receive such dividends, then all holders of the Preferred Shares
shall also not be entitled to participate pro rata in any dividends paid by the Company.






	 	(c)	 	Liquidation Preference.






	 	(i)	 	In the event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, each holder of the Preferred Shares shall be entitled to receive, on a
pro rata basis, prior and in preference to any distribution of any of the assets or funds of the
Company to the holders of any other class of shares of the Company ranked junior to the Preferred
Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, (A) in the
case of the Series A Preferred Shares, the greater of (1) the sum of (x) the Series A Preferred
Shares Purchase Price (as adjusted for any share dividends, combinations, splits,
recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series
A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on
each such Series A Preferred Share and (2) such amount per Series A Preferred Share as would have
been payable had all such Series A Preferred Shares been converted into Ordinary Shares
immediately prior to such liquidation, dissolution or winding up (such amount payable, the
“Series A Liquidation Preference”), and (B) in the case of the Series B Preferred Shares, the
greater of (1) the sum of (x) the Series B Preferred Shares Purchase price (as adjusted for any
share dividends, combinations, splits, recapitalizations, or the like on, of or affecting the
Series B Preferred Shares), for each Series B Preferred Share then held by such holder and (y)
any and all declared but unpaid dividends on each such Series B Preferred Share and (2) such
amount per Series B Preferred Share as would have been payable had all such Series B Preferred
Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or
winding up (such amount payable, the “Series B Liquidation Preference”). If, upon the occurrence
of such event, the assets and funds thus distributed among the holders of the Preferred Shares
shall be insufficient to permit the payment to such holders of the full Liquidation Preference,
then the entire assets and funds of the Company legally available for distribution shall be
distributed pro rata among the holders of the Preferred Shares in proportion to the relevant
Liquidation Preference each such holder is otherwise entitled to receive. If any holder of
Preferred Shares shall be deemed to have converted Preferred Shares into Ordinary Shares pursuant
to this paragraph, then such holder shall not be entitled to receive any distribution that would
otherwise be made to holders of Preferred Shares that have not converted (or have not been deemed
to have converted) into Ordinary Shares.




13









 





	 	(ii)	 	After the payment of the Series A Liquidation Preference and the Series B Liquidation
Preference in accordance with Article 7(c)(i) above, the remaining assets shall be distributed
ratably to the holders of the Ordinary Shares.
	 
	 	(iii)	 	Unless the holders of a majority of the Preferred Shares then outstanding shall elect
or determine otherwise by written consent, a consolidation or merger of the Company with or into
any other Person in which the holders of the Shares as of immediately prior to such merger or
consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving
entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the
Liquidation Preferences and shall entitle the holders of the Preferred Shares to receive in cash,
securities or other property (with any non-cash amounts being valued as provided in Article
7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii).
	 
	 	(iv)	 	Subject to the following provisions of this Article 7(c)(iv), the value of any assets,
securities or other property (other than cash) to be received by the Members pursuant to Articles
7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as
determined in good faith by the Board, if any (taking into account, if applicable, any
restrictions on the free marketability of such assets, securities or other property, arising
under applicable securities laws or otherwise, other than restrictions arising solely by virtue
of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a
change of control of the Company), except that any securities to be distributed to Members of the
Company in any liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, or a change of control of the Company, shall be valued as follows.






	 	(A)	 	The method of valuation of securities not subject to investment letter or other similar
restrictions on free marketability shall be as follows:






	 	(I)	 	if the securities are then traded on a Recognised Stock Exchange (or a similar national
quotation system), then the value shall be deemed to be the average of the closing prices of the
securities on such exchange or system over the 30-day period ending three (3) days prior to the
distribution;
	 
	 	(II)	 	if the securities are then actively traded over-the-counter, then the value shall be
deemed to be the average of the closing bid or sale prices (whichever is applicable) over the
30-day period ending three (3) days prior to the distribution; and
	 
	 	(III)	 	if there is no active public market for the securities, then the value shall be the
fair market value thereof, as determined in good faith by the Board.






	 	(B)	 	The method of valuation of securities subject to investment letter or other restrictions
on free marketability shall be to make an appropriate discount from the market value determined
as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the
approximate fair market value thereof, as determined in good faith by the Board.






	 	(d)	 	Conversion of Preferred Shares into Ordinary Shares. The Preferred Shares shall have
conversion rights into Ordinary Shares as follows (the “Conversion Rights”):






	 	(i)	 	Conversion of Series A Preferred Shares into Ordinary Shares:






	 	(A)	 	Each Series A Preferred Share shall be convertible, at the option of the holder thereof,
at any time, into such number of fully paid Ordinary Shares




14









 





	 	 	 	as is determined by dividing the Original Series A Conversion
Price applicable to such Series A Preferred Shares by the Series A
Conversion Price in effect at the time of conversion. The initial
Series A Conversion Rate for each Series A Preferred Share shall
be 1.00 and the Series A Conversion Price shall be subject to
adjustment as described below.
	 
	 	(B)	 	Each Series A Preferred Share shall automatically convert (or if automatic conversion is
not legally possible, then each holder thereof shall request the conversion of its Series A
Preferred Shares) into such number of fully paid Ordinary Shares as is determined by the Series A
Conversion Rate applicable to the Series A Preferred Shares at the time, (i) immediately prior to
the consummation of a Qualified IPO, (ii) on the date upon which the Company obtains the consent
of the holders of at least eighty-five percent (85%) of the then outstanding Series A Preferred
Shares, voting as a single class, or (iii) forty-eight (48) months after the date of the
completion of the Company’s initial Series A Preferred Shares financing.






	 	(ii)	 	Conversion of Series B Preferred Shares into Ordinary Shares:






	 	(A)	 	Each Series B Preferred Share shall be convertible, at the option of the holder thereof,
at any time, into such number of fully paid Ordinary Shares as is determined by dividing the
Original Series B Conversion Price applicable to such Series B Preferred Shares by the Series B
Conversion Price in effect at the time of conversion. The initial Series B Conversion Rate for
each Series B Preferred Share shall be 0.5 and the Series B Conversion Price shall
be subject to adjustment as described below.
	 
	 	(B)	 	Each Series B Preferred Share shall automatically convert (or if automatic conversion is
not legally possible, then each holder thereof shall request the conversion of its Series B
Preferred Shares) into such number of fully paid Ordinary Shares as is determined by the Series B
Conversion Rate applicable to the Series B Preferred Shares at the time, (i) immediately prior to
the consummation of a Qualified IPO, (ii) on the date upon which the Company obtains the consent
of the holders of at least eighty-five percent (85%) of the then outstanding Series B Preferred
Shares, voting as a single class, or (iii) forty-eight (48) months after the date of the
completion of the Company’s initial Series A Preferred Shares financing.






	 	(iii)	 	Before any holder of Preferred Shares shall be entitled to convert the same into
Ordinary Shares and to receive a certificate or certificates therefor, such holder shall deliver
one or more share transfer certificates duly executed by it together with any share
certificate(s) representing the Preferred Shares to be converted, at the office of the Company or
of any transfer agent for the Preferred Shares, and shall give written notice to the Company at
such office that such holder elects to convert the same; provided, however, that in the event of
an automatic conversion pursuant to Article 7(d) (i)(B) or Article 7(d)(ii)(B), the outstanding
Preferred Shares shall be converted automatically without any further action by the holders of
such shares and whether or not duly executed share transfer certificate(s) are delivered or the
certificate(s) representing such shares are surrendered to the Company or its transfer agent; and
provided, further, that the Company shall not be obligated to issue certificate(s) evidencing
Ordinary Shares issuable upon such automatic conversion unless the duly executed share transfer
certificate(s) and share certificate(s) evidencing such Preferred Shares are either delivered to
the Company or its transfer agent as provided above, or the holder notifies the Company or its
transfer agent that such share certificate(s) have been lost, stolen or destroyed and executes an
agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in
connection with such lost, stolen or destroyed share certificate(s). The Company shall, as soon
as




15









 





	 	 	 	practicable after such delivery, or after execution of such agreement in the
case of lost, stolen or destroyed certificate(s), issue and deliver at such
office to such holder of the Preferred Shares, a certificate or certificates
for the number of Ordinary Shares to which the holder shall be entitled and a
check or a wire transfer payable to the holder in the amount of any cash
amounts payable as the result of a conversion into fractional Ordinary Shares.
Such conversion shall be deemed to have been made immediately prior to the
close of business on the date of such delivery of the share transfer
certificates or such surrender of the Preferred Shares to be converted, or in
the case of automatic conversion, on the date of closing of the Qualified IPO,
on the date of consent of the holders of 85% of the then outstanding Series A
Preferred Shares or the then outstanding Series B Preferred Shares, voting as a
single class, or on the date falling forty-eight (48) months after the date of
the completion of the Company’s initial Series A Preferred Shares financing,
and the Person or Persons entitled to receive the Ordinary Shares issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of the Ordinary Shares on such date.
	 
	 	(iv)	 	No fractional Ordinary Shares shall be issued upon conversion of Preferred
Shares. In lieu of any fractional shares to which the holder of any Preferred Shares
would otherwise be entitled, the Company shall pay cash to such holder equal to such
fraction multiplied by the fair market value of one such Preferred Share as determined in
good faith by the Board. Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of Preferred Shares of
each holder at the time converting into Ordinary Shares and the aggregate number of
Ordinary Shares issuable upon such conversion.
	 
	 	(v)	 	The Conversion Price shall be subject to adjustment from time to time as follows:






	 	(A)	 	If the Company at any time sells or issues (or, pursuant to this Article 7(d)(v),
is deemed to have issued) any unissued Ordinary Shares or preferred shares or other
Shares, warrants, options or other rights to purchase or otherwise acquire Shares (on an
as converted basis) of the Company or securities convertible into or exchangeable for
additional Shares of the Company, other than Excluded Shares (collectively, the
“Additional Securities”), for a consideration per share less than the Series A Conversion
Price then in effect, such Series A Conversion Price shall be reduced, concurrently with
such issue, to a price (calculated to the nearest cent) determined by multiplying such
Series A Conversion Price in effect on the date of and immediately prior to such issue by
a fraction, (1) the numerator of which shall be the sum of (A) the number of Ordinary
Shares issued and outstanding immediately prior to such issue, (B) the number of Ordinary
Shares issuable upon conversion of all Series A Preferred Shares issued and outstanding
immediately prior to such issue, (C) the number of Ordinary Shares issuable upon
conversion or exercise of convertible securities (other than the Series A Preferred
Shares), options, and warrants outstanding immediately prior to such issue (collectively,
with (A) and (B), the “Ordinary Shares Equivalents”), and (D) the number of Ordinary
Shares which the aggregate consideration received by the Company for the total number of
Additional Securities so issued would purchase at the Series A Conversion Price in effect
on the date of and immediately prior to such issue; and (2) the denominator of which shall
be the sum of (A) the Ordinary Shares Equivalents, and (B) the number of such Additional
Securities so issued.
	 
	 	(B)	 	If the Company at any time sells or issues any Additional Securities, for a
consideration per share less than the Series B Conversion Price then in effect, such
Series B Conversion Price shall be reduced, concurrently with




16









 





	 	 	 	such issue, to a price (calculated to the nearest cent) determined
by multiplying such Series B Conversion Price in effect on the
date of and immediately prior to such issue by a fraction, (1) the
numerator of which shall be the sum of (A) the Ordinary Share
Equivalents issued and outstanding or issuable (other than the
Series B Preferred Shares) and (B) the number of Ordinary Shares
which the aggregate consideration received by the Company for the
total number of Additional Securities so issued would purchase at
the Series B Conversion Price in effect on the date of and
immediately prior to such issue; and (2) the denominator of which
shall be the sum of (A) the Ordinary Shares Equivalents, and (B)
the number of such Additional Securities so issued.
	 
	 	(C)	 	For the purposes of any adjustment of any Conversion Price pursuant to this
Article 7(d)(v), the consideration received by the Company for the issue of any Additional
Securities shall be determined as follows:






	 	(I)	 	In the case of the issuance of Ordinary Shares for cash, the consideration shall
be deemed to be the amount of cash paid therefor after deducting any offering discounts,
commissions, compensation or expenses paid or incurred by the Company in connection with
the issuance and sale thereof.
	 
	 	(II)	 	In the case of the issuance of Ordinary Shares for a consideration in whole or
in part other than cash, the consideration other than cash shall be deemed to be the fair
market value thereof as determined in good faith by the Board.
	 
	 	(III)	 	In the case of the issuance of (i) options to purchase or rights to subscribe
for or purchase Ordinary Shares (other than Excluded Shares), (ii) securities by their
terms convertible into or exchangeable for Ordinary Shares (other than Excluded Shares),
or (iii) options to purchase or rights to subscribe for or purchase such convertible or
exchangeable securities:






	 	(a)	 	the aggregate maximum number of Ordinary Shares issuable upon exercise of such
options to purchase or rights to subscribe for Ordinary Shares shall be deemed to have
been issued at the time such options or rights were issued and for a consideration equal
to the consideration, if any, received or to be received by the Company upon the issuance
of such options or rights plus the additional minimum consideration, if any, received or
to be received by the Company for the exercise of such options or rights for the Ordinary
Shares covered thereby;
	 
	 	(b)	 	the aggregate maximum number of Ordinary Shares deliverable upon conversion of or
in exchange for any such convertible or exchangeable securities, or upon the exercise of
options to purchase or rights to subscribe for such convertible or exchangeable securities
and subsequent conversion or exchange thereof, shall be deemed to have been issued at the
time such securities were issued or such options or rights were issued and for a
consideration equal to the consideration, if any, received or to be received by the
Company for any such securities and related options or rights (excluding any cash received




17









 






	 		 	on account of accrued interest or accrued
dividends), plus the additional minimum
consideration, if any, received or to be received
by the Company upon the conversion or exchange of
such securities or the exercise of any related
options or rights.






	 	(c)	 	on any change in the number of Ordinary Shares deliverable upon exercise of any
such options or rights, or conversion of or exchange for such convertible or exchangeable
securities, or on any change in the minimum consideration for such options, rights or
securities, other than a change resulting from the antidilution provisions of such
options, rights or securities, then, upon such change becoming effective, such Conversion
Price shall forthwith be readjusted to such Conversion Price as would have been obtained
had such change been in effect upon the original issuance of such options, rights or
securities; and
	 
	 	(d)	 	on the expiration of any such options or rights, the termination of any such
rights to convert or exchange, or the expiration of any options or rights related to such
convertible or exchangeable securities, or upon any redemption or repurchase of any such
options, rights or securities, such Conversion Price shall forthwith be readjusted to such
Conversion Price as would have been obtained had the adjustment made upon the issuance of
such options, rights, convertible or exchangeable securities, or options or rights related
to such convertible or exchangeable securities, as the case may be, been made upon the
basis of the issuance of only the number of Ordinary Shares actually issued upon the
exercise of such options or rights, upon the conversion or exchange of such convertible or
exchangeable securities, or upon the exercise of the options or rights related to such
convertible or exchangeable securities, as the case may be.




	 	(D)	 	All outstanding Excluded Shares (including shares issuable upon conversion of the
Preferred Shares) shall be deemed to be outstanding for all purposes of the computations
of this Article 7(d)(v).
	 
	 	(E)	 	If the number of Ordinary Shares outstanding at any time is increased by a share
dividend payable in Ordinary Shares or by a subdivision or split-up of Ordinary Shares,
then, on the date such payment is made or such change is effective, the applicable
Conversion Prices shall be appropriately decreased so that the number of Ordinary Shares
issuable on conversion of any Preferred Shares shall be increased in proportion to such
increase of outstanding shares.
	 
	 	(F)	 	If the number of Ordinary Shares outstanding at any time is decreased by a
combination of the outstanding Ordinary Shares, then, on the effective date of such
combination, the applicable Conversion Prices shall be appropriately increased so that the
number of Ordinary Shares issuable on conversion of any Preferred Shares shall be
decreased in proportion to such decrease in outstanding shares.






18









 





	 	(G)	 	Subject to the provisions of Article 7(c), at any time, if there shall occur any
reorganization, recapitalization or any reclassification of the Shares (other than as a result of
a share dividend or subdivision, split-up or combination of shares as provided above), or the
consolidation or merger of the Company with or into another Person (other than a consolidation or
merger in which the Company is the continuing entity and which does not result in any change in
the Ordinary Shares), the Preferred Shares shall, after such reorganization, recapitalization,
reclassification, consolidation or merger, be convertible (in lieu of the Ordinary Shares) into
the kind and number of shares or other securities or property of the Company or otherwise to
which such holder would have been entitled if immediately prior to such reorganization,
recapitalization, reclassification, consolidation or merger, such holder had converted its
Preferred Shares into Ordinary Shares. The provisions of this Article shall similarly apply to
successive reorganizations, recapitalizations, reclassifications, consolidations or mergers.
	 
	 	(H)	 	In the event that the Company at any time shall declare a cash dividend upon its
Ordinary Shares payable otherwise than out of retained earnings or shall distribute to holders of
its Ordinary Shares share capital (other than Ordinary Shares), shares or other securities of
other Persons, evidences of indebtedness issued by the Company or other Persons, assets
(excluding cash dividends) or options or rights (excluding options to purchase and rights to
subscribe for Ordinary Shares or other securities of the Company convertible into or exchangeable
for Ordinary Shares), then, in each such event, the holders of the Preferred Shares shall,
concurrent with the distribution to holders of the Ordinary Shares, receive a like distribution
based upon the number of Ordinary Shares into which the Preferred Shares are then convertible.
	 
	 	(I)	 	All calculations under this Article 7(d)(v) shall be made to the nearest cent or to the
nearest one hundredth (1/100) of a share, as the case may be.






	 	(vi)	 	No adjustment in a Conversion Price need be made if such adjustment would result in a
change in such Conversion Price of less than US$0.01. Any adjustment of less than US$0.01 which
is not made shall be carried forward and shall be made at the time of and together with any
subsequent adjustment which, on a cumulative basis, amounts to an adjustment of US$0.01 or more
in a Conversion Price.
	 
	 	(vii)	 	The Company will not through any reorganization, recapitalization, reclassification,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but shall at all times in good faith assist in
the carrying out of all the provisions of this Article 7(d) and in the taking of all such action
as may be necessary or appropriate in order to protect the Conversion Rights of the holders of
the Preferred Shares against impairment. This provision shall not restrict the Company’s right
to amend these provisions with the requisite Member consent in accordance with these Articles.
	 
	 	(viii)	 	Upon the occurrence of each adjustment or readjustment of the Series A Conversion
Rate or the Series B Conversion Rate pursuant to this Article 7(d), the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each affected holder of Preferred Shares a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Company shall, upon written request of




19









 





	 	 	 	any holder of Preferred Shares furnish or cause to be furnished to such holder
a like certificate setting forth (i) all such adjustments and readjustments,
(ii) the Series A Conversion Rates or Series B Conversion Rates applicable to
each Preferred Share at the time in effect, and (iii) the number of Ordinary
Shares and the amount, if any, of other property which at the time would be
received upon the conversion of such holder’s Preferred Shares.
	 
	 	(ix)	 	The Company shall at all times reserve and keep available out of its authorized but
unissued Ordinary Shares solely for the purpose of effecting the conversion of the Preferred
Shares such number of its Ordinary Shares as shall from time to time be sufficient to effect the
conversion of all outstanding Preferred Shares; and if at any time the number of authorized but
unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding
Preferred Shares, the Company will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of
shares as shall be sufficient for such purpose.
	 
	 	(x)	 	No Preferred Shares that have been converted into Ordinary Shares after the original
issuance thereof shall ever again be reissued and all such shares so converted shall upon such
conversion cease to be a part of the authorized but unissued shares of the Company.





ORDINARY SHARES





	8.	 	The Ordinary Shares shall have the following rights:






	 	(a)	 	Voting Rights. Each holder of Ordinary Shares (in person or by telephone or by proxy
or corporate representative) shall have the right to one vote on a show of hands and the holder
of each Ordinary Share shall have the right to one vote on a poll for each Ordinary Share held,
and shall be entitled to notice of any general meeting in accordance with these Articles, and
shall be entitled to vote upon such matters and in such manner as may be provided for in these
Articles.
	 
	 	(b)	 	Dividends. Subject to Article 7(b), the holders of the Ordinary Shares shall, subject
to the Statute and these Articles, be entitled to receive, when, as and if declared by the
Directors, out of any assets of the Company legally available therefor, such dividends as may
be declared from time to time by the Directors in accordance with Article 7(b).
	 
	 	(c)	 	Liquidation. In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, the assets of the Company shall be distributed as
provided in Article 7(c).





REGISTER OF MEMBERS





	9.	 	The Company shall maintain a register of its Members and every person whose name is entered as
a Member in the register of Members shall be entitled without payment to receive within two (2)
months after allotment or lodgement of transfer (or within such other period as the conditions of
issue shall provide) one certificate for all his shares or several certificates each for one or
more of his shares upon payment of fifty cents (US$0.50) for every certificate after the first or
such less sum as the Directors shall from time to time determine, provided that in respect of a
share or shares held jointly by several persons the Company shall not be bound to issue more than
one certificate and delivery of a certificate for a share to one of the several joint holders
shall be sufficient delivery to all such holders.





TRANSFER OF SHARES





	10.	 	Restrictions on Transferability.




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	 	(a)	 	Transfer Restrictions.






	 	(i)	 	No Member may Transfer any Shares held by such Member except in accordance with the
provisions of these Articles.
	 
	 	(ii)	 	Prior to the date falling one (1) year after the completion of the initial Series A
financing, no Member shall Transfer any of its Shares; provided, however, that:






	 	(A)	 	TPG and its Affiliates may Transfer Shares to one (1) or more limited partners of TPG
Star, L.P. or its Affiliates for a minimum of US$10,000,000 per Person, so long as, after
giving effect to all such Transfers, TPG and its Affiliates hold Shares having a Shareholding
Percentage of at least six percent (6%),
	 
	 	(B)	 	Harmony may Transfer Shares to one (1) or more of its Affiliates for a minimum of
US$10,000,000 per Person; and
	 
	 	(C)	 	Any Transfer effected by any Member in accordance with the Article 10 (b), (c) and
(e) of these Articles, Clause 7 of the TPG SPA, or Clause 4 of the Sino Link SPA shall be permitted.






	 	(iii)	 	On and after the date falling one (1) year after the Shareholding Effective Date,
no Member or any Affiliate of such Member shall Transfer any of its Shares; provided, however,
that subject to Clause 14.3 of the Shareholders’ Agreement, any Transfer effected by any
Member in accordance with the Article 10 (b), (c) and (e) of these Articles, Clause 7 of the
TPG SPA, or Clause 4 of the Sino Link SPA shall be permitted.
	 
	 	(iv)	 	At any time but subject to Clause 14.3 of the Shareholders’ Agreement, FEEL may
Transfer (i) Shares having an aggregate Shareholding Percentage of up to five percent (5%) to
persons who are bona fide directors, officers or employees of the Company or MIE as of the
date hereof, but any such Transfer of Shares to any one director, officer or employee shall
not result in any one such transferee holding an aggregate Shareholding Percentage exceeding
two percent (2%).






	 	(b)	 	Right of First Refusal.






	 	(i)	 	Except for a Transfer in accordance with Article 10(a)(ii), (iii) or (iv), 10(c) or
10(e) of these Articles, Clause 7 of the TPG SPA or Clause 4 of the Sino Link SPA if at any
time, any Member (the “Offering Member”) desires to Transfer all or part of its Shares (the
“Offered Shares”) to a Prospective Transferee, the other Members (the “Non-Offering Members”)
shall have the right of first refusal to purchase the Offered Shares upon the terms and subject
to the conditions hereinafter provided. Prior to any Proposed Transfer of Offered Shares, the
Offering Member shall deliver to each Non-Offering Member (with a copy to the Company) a
written irrevocable bona fide offer to sell the Offered Shares to the Non-Offering Members
stating the number of Shares to be sold, the price and terms thereof (which shall not include
any warranties or indemnities (other than capacity and authority) from the transferee) and the
identity of the Prospective Transferee (a “Transfer Notice”).
	 
	 	(ii)	 	Each Non-Offering Member shall have a period of thirty (30) days after receipt of a
Transfer Notice within which to elect to purchase its pro rata share (based on the proportion
its Shareholding Percentage bears to the aggregate Shareholding Percentage of all Non-Offering
Members) of any or all such Offered Shares on the terms offered to the Prospective Transferee
in the Transfer Notice, which election shall be made by an




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	 	 	 	irrevocable written notice delivered by each electing Non-Offering Member to
the Offering Member (with a copy to the Company and each of the other
Non-Offering Members). The last day of such 30-day period is hereinafter
referred to as the “Cut-Off Date”. Any new terms, conditions or price
offered by the Offering Member to any Non-Offering Member during such 30-day
period shall be offered to each Non-Offering Member and shall be set forth in
a new Transfer Notice to each such Non-Offering Member, which new Transfer
Notice shall trigger a new 30-day period as provided above. Any election to
purchase the Offered Shares must be in accordance with the terms of the
Transfer Notice then in effect, and otherwise must be unconditional (except
that such purchase may be subject to the prior receipt of statutory or
regulatory approvals necessary to complete such purchase). Non-Offering
Members who elect to purchase the Offered Shares pursuant to this Article
10(b)(ii) are hereinafter referred to individually as an “Electing Offeree”
and collectively as the “Electing Offerees”.
	 
	 	(iii)	 	If some, but not all, of the Non-Offering Members do not elect to purchase their
pro rata share of the Offered Shares by the Cut-Off Date, each of the Electing Offerees shall
have the right, exercisable for a period of fifteen (15) days after the Cut-Off Date (the last
day of which shall be the “Extended Cut-Off Date”), to purchase all or any portion of the
Offered Shares not purchased by the Electing Offerees pursuant to Article 10(b)(ii) pro rata
(based on the proportion its Shareholding Percentage bears to the aggregate Shareholding
Percentage of the other Electing Offerees).
	 
	 	(iv)	 	The consideration for such Offered Shares shall be paid in full in cash, or in such
other form as may be agreed between the Offering Member and the Electing Offerees.
	 
	 	(v)	 	The completion of each such purchase shall take place on the thirtieth (30th) day
after the Cut-Off Date or Extended Cut Off Date (as the case may be), or if such day is not a
Business Day, then on the next such Business Day (the “Scheduled Completion Date”).
The Scheduled Completion Date may be amended upon the mutual agreement of the
Offering Member and the Electing Offerees, and in any case shall be extended
to the extent necessary in order to comply with applicable laws and
regulations (including obtaining any necessary governmental approvals for the
Transfer of such Offered Shares). On or before the relevant Scheduled
Completion Date, the Offering Member shall surrender the certificate or
certificates representing the Offered Shares to be purchased on such
Scheduled Completion Date (or, if such Offering Member 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 Electing
Offerees, against payment in full of the consideration for such Offered
Shares in accordance with the provisions in this Article 10 (b).
	 
	 	(vi)	 	Upon any election of the right to purchase such Offered Shares by an Electing
Offeree, the Offering Member and such Electing Offeree shall use their reasonable best efforts
to secure any approvals required in connection therewith.
	 
	 	(vii)	 	Notwithstanding the foregoing, if the Non-Offering Members have not exercised their
right to purchase all the Offered Shares by the end of the Cut-Off Date or the collective
Electing Offerees have not offered to purchase all of the Offered Shares by the end of the
Extended Cut-Off Date, then the Non-Offering Members shall be deemed to have forfeited any
right to purchase such Offered Shares, and the Offering Members shall be free to sell all, but
not less than all, of the Offered Shares to the Prospective Transferee substantially on the
terms and conditions set forth in the Proposed Transfer Notice not later than the sixtieth
(60th) day after the Cut-Off Date or the Extended Cut-Off Date,






22











 






	 	 	 	as the case may be.






	 	(viii)	 	If the Electing Offeree(s) fail(s) to complete the purchase of all of the
Offered Shares on the Scheduled Completion Date in accordance with the terms of these
Articles and the applicable Transfer Notice and such failure is not remedied within
seven (7) days of the Scheduled Completion Date, then the Offering Member may sell all
(but not less than all) of the Offered Shares to the Prospective Transferee not later
than the sixtieth (60th) day after the Scheduled Completion Date. If the necessary
governmental approvals to an Electing Offeree’s purchase of any Offered Shares are not
obtained within a reasonable period of time after the end of the 60-day period following
the Cut-Off Date or the Extended Cut-Off Date, as the case may be, such Offered Shares
must be re-offered to the Non-Offering Members (other than the Electing Offeree) as
Offered Shares under this Article 10(b).
	 
	 	(ix)	 	Any sale to a Prospective Transferee pursuant to either Article 10(b)(vii) or
Article 10(b)(viii) shall be on terms and conditions (including, without limitation, the
price per Share) no more favourable to such Prospective Transferee than those set forth
in the applicable Transfer Notice received by the Non-Offering Members and the Offering
Member must sell all of the Offered Shares and not some only.
	 
	 	(x)	 	If all of the Offered Shares are not sold to any Person within the 60-day period
specified in Article 10(b)(vii) or Article 10(b)(viii), then the rights of the other
Members under this Article 10(b) shall be fully restored and reinstated as if such offer
had never been made and the Offering Member must again follow the procedures set forth
in this Article 10(b) prior to the sale of any of its Shares to any Person, except for
Transfers otherwise permitted by these Articles.






	 	(c)	 	Tag-Along Rights






	 	(i)	 	Except for a Transfer pursuant to Article 10 (a) (ii) (iii) (iv) and 10(e) of
these Articles, Clause 7 of the SPA, or Clause 4 of the Sino Link SPA, and subject
always to Article 10(b), if at any time FEEL (“Tag-Along Seller”) proposes to
Transfer Shares to a Prospective Transferee that, when aggregated with all other Shares
Transferred by such Tag-Along Seller and its Affiliates, would result in such Tag-Along
Seller owning less than fifty percent (50%) of the then outstanding Shares, such Tag
Along Seller shall promptly give written notice to the Company (“Tag-Along
Notice”) and each of the other Members at least forty-five (45) days prior to the
completion of such Transfer and shall cause the Prospective Transferee to make an offer
for all of the Shares of such other Members on the same terms and conditions of the
Proposed Transfer (provided that TPG and Sino Link shall only provide customary
representations of title and capacity excluding any representations or warranties with
respect to the business, assets or liabilities or financial condition of the Company)
(the “Tag-Along Offer”), except that the price per Share pursuant to the
Tag-Along Offer shall be the Tag-Along Offer Purchase Price. The Tag-Along Notice shall
describe in reasonable detail the Proposed Transfer including, without limitation, the
class and number of Shares to be sold, the price and terms thereof and the identity of
the Prospective Transferee and attach a copy of the Tag-Along Offer. Any subsequent
Transfers of Shares by persons other than TPG and Sino Link shall be subject to the same
tag-along right under this Article 10(c).
	 
	 	(ii)	 	Each non-Transferring Member shall have a period of twenty (20) days after
receipt of a Tag-Along Notice within which to accept the Tag-Along Offer, which
acceptance shall be made by an irrevocable written notice delivered by each electing
non-Transferring Member (each, a “Participant”) to the Tag-Along Seller and the
Prospective Transferee (with a copy to the Company and each of the other
non-Transferring Members). No holders of Preferred Shares shall be entitled to sell
Preferred Shares pursuant to this Article 10(c), but shall be permitted to convert or




23









 






	 	 	 	exercise its applicable portion of Preferred Shares for Ordinary Shares concurrently
with, and subject to, the consummation of the Proposed Transfer, in which case each of
the other Members shall take all such steps necessary to be taken by each of them
respectively in order to give effect to such conversion or exercise.
	 
	 	(iii)	 	Each Participant shall effect its participation in the Transfer by delivering to
the Tag-Along Seller (to hold in trust as agent for such Participant), at least three (3)
Business Days prior to the date scheduled for such Transfer as set forth in the Tag-Along
Notice, one (1) or more share transfer certificate(s) duly executed by the Participant,
together with any share certificates, representing the Shares which such Participant is
entitled to Transfer in accordance with Article 10(c)(ii). Such certificate or
certificates or other instruments, as applicable, shall be delivered by the Tag-Along
Seller to the Proposed Transferee on the date scheduled for such Transfer in consummation
of the Transfer pursuant to the terms and conditions specified in the Transfer Notice and
such Proposed Transferee shall remit to each such Participant the portion of the sale
proceeds to which such Participant is entitled by reason of its participation in such
sale. The completion of the Transfer by the Tag-Along Seller and the Transfer by each
Participant shall occur simultaneously. The Tag-Along Seller and the Participants shall
be responsible for their respective pro rata portions of the aggregate transaction costs
and expenses incurred by the Tag-Along Seller and the Participants in connection with
such Transfers and the Tag-Along Seller and the Participants shall reimburse the other to
the extent required to give effect to such expense allocation. For purposes of this
Article 10(c)(iii), “pro rata portion” shall mean for each Participant a
fraction, the numerator of which is the number of Shares to be Transferred by such
Participant pursuant to this Article 10(c) and the denominator of which is the total
number of Shares to be Transferred pursuant to this Article 10(c).
	 
	 	(iv)	 	The non-exercise of the rights of any of the non-Transferring Members to
participate in one (1) or more Transfers of Shares under this Article 10(c) shall not
adversely affect its right to participate in subsequent Transfers of Shares subject to
this Article 10(c).
	 
	 	(v)	 	The Tag-Along Seller shall not be permitted to Transfer Shares in circumstances
where Article 10(c) is applicable unless the sale of Shares by Participants exercising
their rights under this Article 10(c) is effected simultaneously, and any attempted
Transfer by the Tag-Along Seller in violation hereof shall be null and void.
	 
	 	(vi)	 	Notwithstanding anything contained in this Article 10(c) to the contrary, there
shall be no liability on the part of the Tag-Along Seller to any other Member in the
event no Shares are sold (by any of the Tag-Along Seller or any Participant) to the
Proposed Transferee even if the provisions of this Article 10(c) have been triggered.






	 	(d)	 	Authorization; Effect of Failure to Comply.






	 	(i)	 	The Members shall cause the Company to take any and all steps for and on behalf
of a transferring Member to give effect to the Transfer of Shares pursuant to this
Article 10.
	 
	 	(ii)	 	Any Proposed Transfer not made in compliance with the requirements of these
Articles shall be null and void ab initio, shall not be recorded on the books of the
Company or its transfer agent and shall not be recognized by the Company.
	 
	 	(iii)	 	If any Member becomes obligated to sell any Offered Shares to any Exercising
Offeree under these Articles and fails to deliver a share transfer certificate duly
executed by the Member, together with any share certificates, representing such purchased
Offered Shares and Transfer the Offered Shares in accordance with the terms of these
Articles, such Exercising Offeree may, at its option, in addition to all other remedies
it may have, send to such Member the purchase price for such Offered Shares as is herein
specified




24









 






	 	 	 	and request the Company to redeem and cancel on its books the relevant Shares
to be sold and issue the relevant Shares to such Exercising Offeree.






	 	(e)	 	Exempt Transfers.






	 	(i)	 	Notwithstanding anything to the contrary herein, the foregoing provisions of
this Article 10 shall not apply to a Transfer by a Member of all or part of its Shares to an
Affiliate provided, however, that any such Transfer shall be in accordance with
each of the following terms:






	 	(A)	 	such Member shall provide written notice of such Transfer to each other Member;
	 
	 	(B)	 	the transferee to whom the Member is to Transfer the Shares is a Non-Competing Person;
	 
	 	(C)	 	such Member shall remain bound by its obligations under the Shareholders’ Agreement;
and
	 
	 	(D)	 	if any such transferee Affiliate shall cease to be an Affiliate of such Member, any
Shares held by such transferee shall be promptly retransferred to such Member or transferred to
another of such Member’s Affiliates.






	 	(ii)	 	Notwithstanding anything to the contrary herein, the provisions of this
Article 10 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any
Transfer after a Qualified IPO; and (ii) the creation of Encumbrance over the Shares pursuant
to the CITIC KaWah Facility.






	11.	 	The instrument of transfer of any share shall be in writing and shall be executed by or on
behalf of the transferor and the transferor shall be deemed to remain the holder of a share until
the name of the transferee is entered in the register in respect thereof.
	 
	12.	 	Subject to Article 10(d)(i), the Directors may in their absolute discretion decline to
register any Transfer of shares without assigning any reason therefor. If the Directors refuse to
register a Transfer they shall notify the transferee within two (2) months of such refusal.
	 
	13.	 	The registration of Transfers may be suspended at such time and for such periods as the
Directors may from time to time determine, provided, always that such
registration shall not be suspended for more than forty-five (45) days in any year.
	 
	14.	 	Each Member shall agree to customary market stand-off or lock-up restrictions required by the
managing underwriter of the Qualified IPO.





REDEEMABLE SHARES





	15.	(a)	 	Subject to the provisions of the Statute and the Memorandum, shares may be issued on the
terms that they are, or at the option of the Company or the holder are, to be redeemed on such
terms and in such manner as the Company, before the issue of the shares, may by Special
Resolution determine.
	 
	 	(b)	 	Subject to the provisions of the Statute and the Memorandum, the Company may purchase
its own shares (including fractions of a share), including any redeemable shares,
provided that the manner of purchase has first been authorised by the Company in
general meeting and may make payment therefor in any manner authorised by the Statute,
including out of capital.




25









 







CLASS RIGHTS AND VARIATION OF RIGHTS OF SHARES





	16.	(a)	 	Class Rights. Whenever the capital of the Company is divided into different
Classes, the rights attached to any such Class may (unless otherwise provided by the terms of
issue of the Shares of that Class) only be materially and adversely varied or abrogated with the
consent in writing of the holders of not less than a majority of the issued shares of the
relevant Class, or with the sanction of a resolution passed at a separate meeting of the holders
of the shares of such Class, by a majority of the votes cast at such a meeting, but not
otherwise, provided that (i) the rights attached to the Series A Preferred Shares may
only be materially and adversely varied or abrogated with the consent in writing of the holders
of no less than sixty-six and two-thirds percent
(662/3%) of the issued Series A Preferred Shares
or with the sanction of a resolution passed at a separate meeting of the holders of the Series A
Preferred Shares by sixty-six and two-thirds percent (662/3%)  of the votes cast at such meeting;
(ii) the rights attached to the Series B Preferred Shares may only be materially and adversely
varied or abrogated with the consent in writing of the holders of no less than sixty-six and
two-thirds percent (662/3%)  of the issued Series B Preferred Shares or with the sanction of a
resolution passed at a separate meeting of the holders of the Series B Preferred Shares by
sixty-six and two-thirds percent
(662/3%) of the votes cast at such meeting. To every such separate
meeting all the provisions of these Articles relating to general meetings of the Company or to
the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be
one or more persons at least holding or representing by proxy a majority in nominal or par value
amount of the issued shares of the relevant Class (but so that if at any adjourned meeting of
such holders a quorum as above defined is not present, those Members who are present shall form a
quorum) and that, subject to the terms of issue of the shares of that Class, every Member of the
Class shall on a poll have one vote for each share of the Class held by him.
	 
	 	(b)	 	For the purposes of convening and holding a meeting pursuant to this Article, the
Directors may treat all the Classes or any two or more Classes as forming one Class if they
consider that all such Classes would be affected in the same way by the proposals under
consideration but in any other case shall treat them as separate Classes.
	 
	 	(c)	 	The rights conferred upon the holders of the Preferred Shares shall be deemed to be
materially adversely varied or abrogated by the following acts of the Company:






	 	(i)	 	any change to the name of the Company;
	 
	 	(ii)	 	any amendment to the Memorandum and these Articles or other constitutive documents of
the Company, to the extent such amendment would adversely affect the rights already granted to
the holders of the Preferred Shares;
	 
	 	(iii)	 	any liquidation, winding up, dissolution, receivership, bankruptcy or any like scheme
or arrangement of the Company; or
	 
	 	(iv)	 	any split, subdivision, conversion, reclassification or modification of any type of
outstanding shares or securities of the Company to the extent it would impair or reduce the
rights of the holders of Preferred Shares.





COMMISSION ON SALE OF SHARES





	17.	 	The Company may in so far as the Statute from time to time permits pay a commission to any
person in consideration of his subscribing or agreeing to subscribe whether absolutely or
conditionally for any shares of the Company. Such commissions may be satisfied by the payment of
cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the
other. The Company may also on any issue of shares pay such brokerage as may be lawful.
	 
	18.	 	[Reserved].




26









 











LIEN ON SHARES





	19.	 	The Company shall have a first and paramount lien and charge on all shares (whether fully
paid-up or not) registered in the name of a Member (whether solely or jointly with others) for
all debts, liabilities or engagements to or with the Company (whether presently payable or not)
by such Member or his estate, either alone or jointly with any other person, whether a Member or
not, but the Directors may at any time declare any share to be wholly or in part exempt from the
provisions of this Article. The registration of a Transfer of any such share shall operate as a
waiver of the Company’s lien (if any) thereon. The Company’s lien (if any) on a share shall
extend to all dividends or other monies payable in respect thereof.
	 
	20.	 	The Company may sell, in such manner as the Directors think fit, any shares on which the
Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is
presently payable, nor until the expiration of fourteen (14) days after a notice in writing
stating and demanding payment of such part of the amount in respect of which the lien exists as
is presently payable, has been given to the registered holder or holders for the time being of
the share, or the person, of which the Company has notice, entitled thereto by reason of his
death or bankruptcy.
	 
	21.	 	To give effect to any such sale the Directors may authorise some person to Transfer the
shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the
shares comprised in any such Transfer, and he shall not be bound to see to the application of the
purchase money, nor shall his title to the shares be affected by any irregularity or invalidity
in the proceedings in reference to the sale.
	 
	22.	 	The proceeds of such sale shall be received by the Company and applied in payment of such
part of the amount in respect of which the lien exists as is presently payable and the residue,
if any, shall (subject to a like lien for sums not presently payable as existed upon the shares
before the sale) be paid to the person entitled to the shares at the date of the sale.





CALL ON SHARES





	23.	(a)	 	The Directors may from time to time make calls upon the Members in respect of any monies
unpaid on their shares (whether on account of the nominal value of the shares or by way of
premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms,
provided that no call shall be payable at less than one month from the date fixed for the
payment of the last preceding call, and each Member shall (subject to receiving at least fourteen
(14) days notice specifying the time or times of payment) pay to the Company at the time or times
so specified the amount called on the shares. A call may be revoked or postponed as the Directors
may determine. A call may be made payable by installments.
	 
	 	(b)	 	A call shall be deemed to have been made at the time when the resolution of the
Directors authorising such call was passed.
	 
	 	(c)	 	The joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.






	24.	 	If a sum called in respect of a share is not paid before or on a day appointed for payment
thereof, the persons from whom the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment at such rate not exceeding ten per
cent (10%) per annum as the Directors may determine, but the Directors shall be at liberty to
waive payment of such interest either wholly or in part.
	 
	25.	 	Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed
date, whether on account of the nominal value of the share or by way of premium or otherwise,
shall for the purposes of these Articles be deemed to be a call duly made, notified and payable
on the date on which by the terms of issue the same becomes payable, and in the case of
non-payment all the relevant




27









 






	 	 	provisions of these Articles as to payment of interest forfeiture or otherwise shall apply
as if such sum had become payable by virtue of a call duly made and notified.
	 
	26.	 	The Directors may, on the issue of shares, differentiate between the holders as to the amount
of calls or interest to be paid and the times of payment.






	27.	(a)	 	The Directors may, if they think fit, receive from any Member willing to advance the
same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all
or any of the monies so advanced may (until the same would but for such advances, become payable)
pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise
direct) seven per cent per annum, as may be agreed upon between the Directors and the Member
paying such sum in advance.
	 
	 	(b)	 	No such sum paid in advance of calls shall entitle the Member paying such sum to any
portion of a dividend declared in respect of any period prior to the date upon which such sum
would, but for such payment, become presently payable.





FORFEITURE OF SHARES





	28.	(a)	 	If a Member fails to pay any call or installment of a call or to make any payment
required by the terms of issue on the day appointed for payment thereof, the Directors may, at
any time thereafter during such time as any part of the call, installment or payment remains
unpaid, give notice requiring payment of so much of the call, installment or payment as is
unpaid, together with any interest which may have accrued and all expenses that have been
incurred by the Company by reason of such non-payment. Such notice shall name a day (not earlier
than the expiration of fourteen (14) days from the date of giving of the notice) on or before
which the payment required by the notice is to be made, and shall state that, in the event of
non-payment at or before the time appointed the shares in respect of which such notice was given
will be liable to be forfeited.
	 
	 	(b)	 	If the requirements of any such notice as aforesaid are not complied with, any share
in respect of which the notice has been given may at any time thereafter, before the payment
required by the notice has been made, be forfeited by a resolution of the Directors to that
effect. Such forfeiture shall include all dividends declared in respect of the forfeited share
and not actually paid before the forfeiture.
	 
	 	(c)	 	A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Directors think fit and at any time before a sale or disposition the forfeiture
may be cancelled on such terms as the Directors think fit.






	29.	 	A person whose shares have been forfeited shall cease to be a Member in respect of the
forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies
which, at the date of forfeiture were payable by him to the Company in respect of the shares
together with interest thereon, but his liability shall cease if and when the Company shall have
received payment in full of all monies whenever payable in respect of the shares.
	 
	30.	 	A certificate in writing under the hand of one Director or the Secretary of the Company that
a share in the Company has been duly forfeited on a date stated in the declaration shall be
conclusive evidence of the fact therein stated as against all persons claiming to be entitled to
the share. The Company may receive the consideration given for the share on any sale or
disposition thereof and may execute a transfer of the share in favour of the person to whom the
share is sold or disposed of and he shall thereupon be registered as the holder of the share and
shall not be bound to see to the application of the purchase money, if any, nor shall his title
to the share be affected by any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the share.
	 
	31.	 	The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any
sum




28









 






	 	 	which, by the terms of issue of a share, becomes payable at a fixed time, whether on
account of the nominal value of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified.





REGISTRATION OF EMPOWERING INSTRUMENTS





	32.	 	The Company shall be entitled to charge a fee not exceeding
one dollar (US$1.00) on the
registration of every probate, letters of administration, certificate of death or marriage, power
of attorney, notice in lieu of distringas, or other instrument.





TRANSMISSION OF SHARES





	33.	 	In case of the death of a Member, the survivor or survivors where the deceased was a joint
holder, and the legal personal representatives of the deceased where he was a sole holder, shall
be the only persons recognised by the Company as having any title to his interest in the shares,
but nothing herein contained shall release the estate of any such deceased holder from any
liability in respect of any shares which had been held by him solely or jointly with other
persons.






	34.	(a)	 	Any person becoming entitled to a share in consequence of the death or bankruptcy or
liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such
evidence being produced as may from time to time be required by the Directors and subject as
hereinafter provided, elect either to be registered himself as holder of the share or to make
such transfer of the share to such other person nominated by him as the deceased or bankrupt
person could have made and to have such person registered as the transferee thereof, but the
Directors shall, in either case, have the same right to decline or suspend registration as they
would have had in the case of a transfer of the share by that Member before his death or
bankruptcy as the case may be.
	 
	 	(b)	 	If the person so becoming entitled shall elect to be registered himself as holder he
shall deliver or send to the Company a notice in writing signed by him stating that he so
elects.






	35.	 	A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or
dissolution of the holder (or in any other case than by transfer) shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of
the share, except that he shall not, before being registered as a Member in respect of the share,
be entitled in respect of it to exercise any right conferred by membership in relation to
meetings of the Company provided however that the Directors may at any time give notice
requiring any such person to elect either to be registered himself or to transfer the share and
if the notice is not complied with within ninety days the Directors may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the share until the
requirements of the notice have been complied with.





AMENDMENT
OF MEMORANDUM, CHANGE OF LOCATION OF REGISTERED 
 OFFICE & ALTERATION OF CAPITAL





	36.	(a)	 	Subject to and in so far as permitted by the provisions of the Statute and these
Articles, the Company may from time to time by ordinary resolution:






	 	(i)	 	increase the share capital by such sum to be divided into shares of such amount or
without nominal or par value as the resolution shall prescribe and with such rights, priorities
and privileges annexed thereto, as the Company in general meeting may determine.
	 
	 	(ii)	 	consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;
	 
	 	(iii)	 	by subdivision of its existing shares or any of them divide the whole or any part of
its share capital into shares of smaller amount than is fixed by the Memorandum or into




29









 






	 	 	 	shares without nominal or par value;
	 
	 	(iv)	 	cancel any shares which at the date of the passing of the resolution have not been
taken or agreed to be taken by any person.






	 	(b)	 	All new shares created hereunder shall be subject to the same provisions with reference
to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in
the original share capital.
	 
	 	(c)	 	Without prejudice to Article 16 hereof and subject to the provisions of the Statute,
the Company may by Special Resolution reduce its share capital and any capital redemption reserve
fund.
	 
	 	(d)	 	Subject to the provisions of the Statute and Article 16, the Company may by Special
Resolution: liquidate, wind up, dissolve, enter into receivership or declare bankruptcy or any
like scheme or arrangement.





CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE





	37.	 	For the purpose of determining Members entitled to notice of or to vote at any meeting of
Members or any adjournment thereof, or Members entitled to receive payment of any dividend, or in
order to make a determination of Members for any other proper purpose, the Directors of the
Company may provide that the register of Members shall be closed for transfers for a stated
period but not to exceed in any case forty (40) days. If the register of Members shall be so
closed for the purpose of determining Members entitled to notice of or to vote at a meeting of
Members such register shall be so closed for at least ten days immediately preceding such meeting
and the record date for such determination shall be the date of the closure of the register of
Members.
	 
	38.	 	In lieu of or apart from closing the register of Members, the Directors may fix in advance a
date as the record date for any such determination of Members entitled to notice of or to vote at
a meeting of the Members and for the purpose of determining the Members entitled to receive
payment of any dividend the Directors may, at or within ninety (90) days prior to the date of
declaration of such dividend fix a subsequent date as the record date for such determination.
	 
	39.	 	If the register of Members is not so closed and no record date is fixed for the determination
of Members entitled to notice of or to vote at a meeting of Members or Members entitled to
receive payment of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of Members. When a determination of Members
entitled to vote at any meeting of Members has been made as provided in this Article, such
determination shall apply to any adjournment thereof.





GENERAL MEETING





	40.	(a)	 	Annual General Meeting. Subject to paragraph (c) hereof, a general meeting of
the Members (the “Annual General Meeting”) shall be held within one (1) year of
incorporation of the Company and thereafter, once in every calendar year and not later than
fifteen (15) months after the holding of the last preceding Annual General Meeting. The Annual
General Meeting shall be held at such time and place as the Directors shall specify in the
notice. At these meetings the report of the Directors (if any) shall be presented.
	 
	 	(b)	 	Extraordinary Meeting. Extraordinary meetings of the Members shall be held
upon the request of the Chairman, the TPG Director or any two Directors (or as otherwise
required pursuant to the provisions of the Statute) upon at least fourteen (14) days written
notice (containing the agenda, date, time and place of the meeting) to all Members and shall be
held at such time and place designated in such notice, with attendance in person or by
telephone or by proxy or corporate representative; provided, however, that,
subject to applicable law, such fourteen (14)




30









 






	 	 	 	day notice requirement may be waived by Members having an aggregate Shareholding
Percentage of not less than ninety percent (90%) in a particular case. Any notice
period referred to above shall exclude both the day on which the notice is served or
deemed to be served and the day for which the notice is given.
	 
	 	(c)	 	If the Company is exempted as defined in the Statute, it may but shall not be
obliged to hold an annual general meeting.
	 
	41.	(a)	 	The Directors may whenever they think fit, and they shall on the requisition of Members
of the Company holding at the date of the deposit of the requisition not less than one-tenth of
such of the paid-up capital of the Company as at the date of the deposit carries the right of
voting at general meetings of the Company, proceed to convene a general meeting of the Company.
	 
	 	(b)	 	The requisition must state the objects of the meeting and must be signed by the
requisitionists and deposited at the registered office of the Company and may consist of
several documents in like form each signed by one or more requisitionists.
	 
	 	(c)	 	If the Directors do not within twenty-one (21) days from the date of the deposit of
the requisition duly proceed to convene a general meeting, the requisitionists, or any of them
representing more than one-half of the total voting rights of all of them, may themselves
convene a general meeting, but any meeting so convened shall not be held after the expiration
of three months after the expiration of the said twenty-one (21) days.
	 
	 	(d)	 	A general meeting convened as aforesaid by requisitionists shall be convened in the
same manner as nearly as possible as that in which general meetings are to be convened by
Directors.





NOTICE OF MEETINGS OF THE MEMBERS





	42.	 	General Meeting. At least five (5) days’ notice shall be given of an Annual General
Meeting or any other general meeting. Every notice shall be exclusive of the day on which it is
given or deemed to be given and of the day for which it is given and shall specify the place, the
day and the hour of the meeting and the general nature of the business and shall be given in
manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company
provided that a general meeting of the Company shall, whether or not the notice specified
in this regulation has been given and whether or not the provisions of Article 41 have been
complied with, be deemed to have been duly convened if it is so agreed:






	 	(a)	 	in the case of a general meeting called as an Annual General Meeting by all the
Members entitled to attend and vote thereat or their proxies; and
	 
	 	(b)	 	in the case of any other general meeting by a majority in number of the Members
having a right to attend and vote at the meeting, being a majority in nominal value or in the
case of shares without nominal or par value a majority of the shares in issue, or their
proxies.






	43.	 	[Reserved].
	 
	44.	 	The accidental omission to give notice of a general meeting to, or the non-receipt of notice
of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of
that meeting.





PROCEEDINGS AT GENERAL MEETINGS





	45.	 	No business shall be transacted at any general meeting unless a quorum of Members is present
at the time when the meeting proceeds to business. The quorum for any meeting of the Members
shall be Members whose aggregate Shareholding Percentage is not less than sixty-six and
two-thirds percent
(662/3%) of the Shares entitled to vote present personally or by duly appointed
proxy, attorney or representative, provided, however, that for the general
meeting to be validly convened, TPG shall be




31









 






	 	 	present or represented. If within half an hour of the time appointed for the meeting no
quorum is present, the meeting shall be adjourned to the same day one (1) week later at the
same time and place or to such other day or time as the Chairman may designate upon at
least five (5) days’ written notice to all of the Members. If at the adjourned meeting no
quorum is present within half an hour from the time appointed for the meeting, Members
whose Shareholding Percentage is not less than sixty-six and
two-thirds percent (662/3%) of
the Shares entitled to vote present or represented at such meeting shall constitute a
quorum; provided, however, that no action or decision shall be taken on any
matter not specified in the agenda of the meeting when it was first called.
	 
	46.	 	Except as otherwise required by applicable law, a resolution (including a Special Resolution)
in writing (circulated to all the Members) approved and signed by all the Members shall be valid
and effectual as if it had been a resolution passed at a general meeting of the Members duly
convened and held.
	 
	47.	 	A person may participate at a general meeting by conference telephone or other communications
equipment by means of which all the persons participating in the meeting can communicate with
each other. Participation by a person in a general meeting in this manner is treated as presence
in person at that meeting.
	 
	48.	 	The Chairman for the time being shall also preside as chairman at any general meeting.
	 
	49.	 	If the Chairman is absent at any general meeting, a Director shall act as the chairman.
	 
	50.	 	The Chairman may, with the consent of any general meeting duly constituted hereunder, and
shall if so directed by the meeting, adjourn the meeting from time to time and from place to
place, but no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a general meeting is
adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting; save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned general meeting.
	 
	51.	 	At any general meeting a resolution put to the vote of the meeting shall be decided on a show
of hands unless a poll is, before or on the declaration of the result of the show of hands,
demanded by the Chairman or any other Member present in person or by telephone or by proxy or
corporate representative.
	 
	52.	 	Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of
hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to
that effect in the Company’s Minute Book containing the Minutes of the proceedings of the meeting
shall be conclusive evidence of that fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution.
	 
	53.	 	The demand for a poll may be withdrawn.
	 
	54.	 	Except as provided in Article 56, if a poll is duly demanded it shall be taken in such manner
as the Chairman directs and the result of the poll shall be deemed to be the resolution of the
general meeting at which the poll was demanded.
	 
	55.	 	In no event, whether on a show of hands or on a poll, shall the Chairman of the general
meeting at which the show of hands takes place or at which the poll is demanded be entitled to a
second or casting vote.
	 
	56.	 	A poll demanded on the election of a Chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of
the general meeting directs and any business other than that upon which a poll has been demanded
or is contingent thereon may be proceeded with pending the taking of the poll.




32









 






VOTES OF MEMBERS





	57.	 	Subject to any rights or restrictions for the time being attached to any class or classes of
shares, on a show of hands every Member of record present in person or by telephone or by proxy
or corporate representative at a general meeting shall have one vote and on a poll every Member
of record present in person or by telephone or by proxy or corporate representative shall have
one vote for each share registered in his name in the register of Members.
	 
	58.	 	In the case of joint holders of record the vote of the senior who tenders a vote, whether in
person or by telephone or by proxy or corporate representative, shall be accepted to the
exclusion of the votes of the other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in the register of Members.
	 
	59.	 	A Member of unsound mind, or in respect of whom an order has been made by any court, having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee,
receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis
appointed by that court, and any such committee, receiver, curator bonis or other persons may
vote by proxy.
	 
	60.	 	No Member shall be entitled to vote at any general meeting unless he is registered as a
Member of the Company on the record date for such meeting nor unless all calls or other sums
presently payable by him in respect of shares in the Company have been paid.
	 
	61.	 	No objection shall be raised to the qualification of any voter except at the general meeting
or adjourned general meeting at which the vote objected to is given or tendered and every vote
not disallowed at such general meeting shall be valid for all purposes. Any such objection made
in due time shall be referred to the Chairman of the general meeting whose decision shall be
final and conclusive.
	 
	62.	 	On a poll or on a show of hands votes may be given either personally or by proxy.





MEMBER APPROVAL





	63.	(a)	 	Except as required by applicable law, any action by the Members at any general meeting or
extraordinary meeting shall require the approval of Members having an aggregate Shareholding
Percentage of more than fifty percent (50%) present and voting at a validly held meeting, and all
Special Resolutions by the Members shall require the approval of Members having an aggregate
Shareholding Percentage of more than sixty-six and two-thirds percent
(662/3%) present and voting
at a validly held meeting; provided however, that a Special Resolution for the
approval of any Reserved Matter at a duly convened meeting shall also require that any Shares
held and represented at the requisite meeting by TPG be voted in favor of such matter or
abstained, for so long as there is a TPG Director.
	 
	 	(b)	 	In the event that a resolution of the Members at a meeting is required pursuant to
applicable law in respect of any Reserved Matter, no resolution shall be put forth at any
meeting of the Members and no written resolution of the Members shall be passed in respect
thereof unless such matter has been approved by the Board in accordance with Article 98(c).





PROXIES





	64.	 	The instrument appointing a proxy shall be in writing and shall be executed under the hand of
the appointor or of his attorney duly authorised in writing, or, if the appointor is a
corporation under the hand of an officer or attorney duly authorised in that behalf. A proxy need
not be a Member of the Company.
	 
	65.	 	The instrument appointing a proxy shall be deposited at the registered office of the Company
or at such other place as is specified for that purpose in the notice convening the meeting:




33









 












	 	(a)	 	not less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote; or
	 
	 	(b)	 	in the case of a poll taken more than 48 hours after it is demanded, be
deposited as aforesaid after the poll has been demanded and not less than 24 hours before
the time appointed for the taking of the poll; or
	 
	 	(c)	 	where the poll is not taken forthwith but is taken not more than 48 hours
after it was demanded be delivered at the meeting at which the poll was demanded to the
chairman or to the Secretary or to any Director,






	 	 	provided that the Directors may in the notice convening the meeting, or in an
instrument of proxy sent out by the Company, direct that the instrument appointing a proxy
may be deposited (no later than the time for holding the meeting or adjourned meeting) at
the registered office of the Company or at such other place as is specified for that
purpose in the notice convening the meeting or in any instrument of proxy sent out by the
Company. The Chairman may in any event at his discretion direct that an instrument of
proxy shall be deemed to have been duly deposited. An instrument of proxy that is not
deposited in the manner permitted shall be invalid.
	 
	66.	 	The instrument appointing a proxy may be in any usual or common form and may be expressed to
be for a particular meeting or any adjournment thereof or generally until revoked. An instrument
appointing a proxy shall be deemed to include the power to demand or join or concur in demanding
a poll.
	 
	67.	 	A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy or of
the authority under which the proxy was executed, or the transfer of the share in respect of
which the proxy is given provided that no intimation in writing of such death, insanity,
revocation or transfer as aforesaid shall have been received by the Company at the registered
office before the commencement of the general meeting, or adjourned meeting at which it is sought
to use the proxy.
	 
	68.	 	Any corporation which is a Member of record of the Company may in accordance with its
constitutional documents or in the absence of such provision by resolution of its Directors or
other governing body authorise such person as it thinks fit to act as its representative at any
meeting of the Company or of any class of Members of the Company, and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation which he represents as
the corporation could exercise if it were an individual Member of record of the Company.
	 
	69.	 	Shares of its own capital belonging to the Company or held by it in a fiduciary capacity
shall not be voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.





DIRECTORS





	70.	 	The Board shall consist of five (5) persons initially (exclusive of alternate Directors),
unless otherwise agreed by all of the Members. So long as the Company is not listed on any stock
exchange, the Board shall be comprised of members nominated by the Members whereby the number of
Directors nominated by each Member shall be as nearly as practicable in proportion to such
Member’s Shareholding Percentage (for which purposes a Member may aggregate the Shareholding
Percentage of some or all of its Affiliates provided those Affiliates do not also exercise their
nomination rights) provided that any Director nominated by a Member shall have acceptable
qualifications to serve on the Board, and provided further that:






	 	(a)	 	so long as TPG and its Affiliates shall have an aggregate Shareholding Percentage
of at




34









 






	 	 	 	least five percent (5%), at least one (1) Director will be nominated by TPG (the
“TPG Director”); and
	 
	 	(b)	 	four (4) Directors will be nominated by FEEL (the “Ordinary Directors”),
so long as FEEL or its Affiliates shall remain a Member;






	 	 	provided, however, that FEEL shall always be entitled to nominate a
majority of the Directors so long as FEEL and its Affiliates holds a majority of the
Shareholding Percentage of the Company.
	 
	71.	 	The remuneration (if any) to be paid to the Directors shall be such remuneration as the Board
shall determine. Such remuneration shall be deemed to accrue from day to day. The Directors shall
also be entitled to be paid their traveling, hotel and other expenses properly incurred by them
in going to, attending and returning from meetings of the Directors, or any committee of the
Directors, or general meetings of the Company, or otherwise in connection with the business of
the Company, or to receive a fixed allowance in respect thereof as may be determined by the
Directors from time to time, or a combination partly of one such method and partly the other.
	 
	72.	 	The Board may by resolution award special remuneration to any Director of the Company
undertaking any special work or services for, or undertaking any special mission on behalf of,
the Company other than his ordinary routine work as a Director. Any fees paid to a Director who
is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity
shall be in addition to his remuneration as a Director.
	 
	73.	 	A Director or alternate Director may hold any other office or place of profit under the
Company (other than the office of Auditor) in conjunction with his office of Director for such
period and on such terms as the Directors may determine; provided, however that
the remuneration shall be as the Board may determine.
	 
	74.	 	A Director or alternate Director may act by himself or his firm in a professional capacity
for the Company and he or his firm shall be entitled to remuneration for professional services as
if he were not a Director or alternate Director.
	 
	75.	 	A shareholding qualification for Directors may be fixed by the Board in general meeting, but
unless and until so fixed no qualification shall be required.
	 
	76.	 	A Director or alternate Director may be or become a director or other officer of or otherwise
interested in any company promoted by the Company or in which the Company may be interested as
shareholder or otherwise and no such Director or alternate Director shall be accountable to the
Company for any remuneration or other benefits received by him as a director or officer of, or
from his interest in, such other company.
	 
	77.	 	No person shall be disqualified from the office of Director or alternate Director or
prevented by such office from contracting with the Company, either as vendor, purchaser or
otherwise, nor shall any such contract or any contract or transaction entered into by or on
behalf of the Company in which any Director or alternate Director shall be in any way interested
be or be liable to be avoided, nor shall any Director or alternate Director so contracting or
being so interested be liable to account to the Company for any profit realised by any such
contract or transaction by reason of such Director holding office or of the fiduciary relation
thereby established. A Director (or his alternate Director in his absence) shall be at liberty to
vote in respect of any contract or transaction in which he is so interested as aforesaid;
provided, however, that the nature of the interest of any Director or alternate
Director in any such contract or transaction shall be disclosed by him or the alternate Director
appointed by him at or prior to its consideration and any vote thereon.
	 
	78.	 	A general notice that a Director or alternate Director is a shareholder of any specified firm
or company and is to be regarded as interested in any transaction with such firm or company shall
be sufficient disclosure under Article 76 and after such general notice it shall not be necessary
to give special notice




35









 






	 	 	relating to any particular transaction.





ALTERNATE DIRECTORS





	79.	 	A Director may at any time appoint another Person (including another Director) to be his
alternate and attend and vote at any meeting of the Board at which the appointing Director is
absent. Any such appointment shall be in writing (by letter or facsimile) and shall be in effect
until terminated by the appointing Director, whether in such writing or a subsequent writing or
until the Director ceases to be a director whichever is earlier.





POWERS AND DUTIES OF DIRECTORS





	80.	 	The business of the Company shall be managed by the Directors (or a sole Director if only one
is appointed) who may pay all expenses incurred in promoting, registering and setting up the
Company, and may exercise all such powers of the Company as are not, from time to time by the
Statute, or by these Articles, or such regulations, being not inconsistent with the aforesaid, as
may be prescribed by the Company in general meeting required to be exercised by the Company in
general meeting or otherwise exercised in accordance with these Articles; provided,
however, that no regulations made by the Company in general meeting shall invalidate any
prior act of the Directors which would have been valid if that regulation had not been made.
	 
	81.	 	The Directors may from time to time and at any time by powers of attorney appoint any
company, firm, person or body of persons, whether nominated directly or indirectly by the
Directors, to be the attorney or attorneys of the Company for such purpose and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by the Directors under
these Articles) and for such period and subject to such conditions as they may think fit, and any
such powers of attorney may contain such provisions for the protection and convenience of persons
dealing with any such attorneys as the Directors may think fit and may also authorise any such
attorney to delegate all or any of the powers, authorities and discretions vested in him.
	 
	82.	 	All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and
all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed as the case may be in such manner as the Directors shall from time to time by
resolution determine.
	 
	83.	 	The Directors shall cause minutes to be made in books provided for the
purpose:






	 	(a)	 	of all appointments of officers made by the Directors;
	 
	 	(b)	 	of the names of the Directors (including those represented thereat by an alternate or
by proxy) present at each meeting of the Directors and of any committee of the Directors;
	 
	 	(c)	 	of all resolutions and proceedings at all meetings of the Company and of the Directors
and of committees of Directors.






	84.	 	The Board may by resolution pay a gratuity or pension or allowance on retirement to any
Director who has held any other salaried office or place of profit with the Company or to his
widow or dependants and may make contributions to any fund and pay premiums for the purchase or
provision of any such gratuity, pension or allowance.





MANAGEMENT





	85.	 	The Directors may from time to time provide for the management of the affairs of the Company
in such manner as they shall think fit, including without limitation, through the establishment
of committees, local boards or agencies for managing any of the affairs of the Company and the
appointment of persons to be members of such committees or local boards or any managers or agents




36









 






	 	 	as determined by the Directors. The Directors from time to time and at any time may, as
they shall think fit, delegate to any such committee, local board, manager or agent any of
the powers, authorities and discretions for the time being vested in the Directors. Any
such committee, local board or agency shall be chaired by an Ordinary Director. The Board
shall be responsible for fixing the remuneration of all members of any such committee,
local board or agency.





MANAGING DIRECTORS





	86.	 	The Directors may, from time to time, appoint one or more of their body (but not an alternate
Director) to the office of Managing Director for such term and at such remuneration (whether by
way of salary, or commission, or participation in profits, or partly in one way and partly in
another) as they may think fit but his appointment shall be subject to determination ipso facto
if he ceases from any cause to be a Director and no alternate Director appointed by him can act
in his stead as a Director or Managing Director.
	 
	87.	 	The Directors may entrust to and confer upon a Managing Director any of the powers
exercisable by them upon such terms and conditions and with such restrictions as they may think
fit and either collaterally with or to the exclusion of their own powers and may from time to
time revoke, withdraw, alter or vary all or any of such powers.





PROCEEDINGS OF DIRECTORS





	88.	 	Except as otherwise provided by these Articles, the Board shall hold a regular meeting at
least once each calendar quarter at a location the Board shall determine. The date, time and
location of any such regular meeting shall be established by the Board and notified to each
Director in writing at least fourteen (14) days in advance.
	 
	89.	 	Special meetings of the Board shall be held upon the request of the Chairman or any Director
upon at least five (5) Business Days’ written notice (containing the agenda, date, time and place
of the meeting) to the Directors and shall be held at such time and place designated in such
notice, provided, however, that if any Reserved Matter is to be voted on in any
meeting of the Board, the notice for such meeting shall specify such Reserved Matter separately
from other matters and provided further, if notice is given in person, by cable,
telex or telecopy the same shall be deemed to have been given on the day it is delivered to the
Directors or transmitting organisation as the case may be. The provisions of Article 44 shall
apply mutatis mutandis with respect to notices of meetings of Directors.
	 
	90.	 	The quorum for any meeting of the Board shall be a majority of the Directors, consisting of
at least two (2) Ordinary Directors and, if any, the TPG Director, each Director present
personally or by his alternate. If within half an hour of the time appointed for the meeting no
quorum is present, the meeting shall be adjourned to the same day one (1) week later at the same
time and place or to such other day or time as the Chairman may designate upon at least five (5)
days’ written notice to all of the Directors. If at the adjourned meeting no quorum is present
within half an hour from the time appointed for the meeting, any two (2) Directors present at
such meeting shall constitute a quorum; provided, however, that no action or
decision shall be taken on any matter not specified in the agenda of the meeting when it was
first called.
	 
	91.	 	The continuing Directors may act notwithstanding any vacancy in their body, but if and so
long as their number is reduced below the number fixed by or pursuant to these Articles as the
necessary quorum of Directors the continuing Directors or Director may act for the purpose of
increasing the number of Directors to that number, or of summoning a general meeting of the
Company, but for no other purpose.
	 
	92.	 	The Chairman of the Board (the “Chairman”) shall be one of the Ordinary Directors.
The Chairman shall chair all meetings of the Board; provided, however, that if
the Chairman is absent from any such meeting, one of the other Ordinary Directors shall chair
such meeting.






37











 






	93.	 	The Directors may delegate any of their powers to committees consisting of such member
or members of the Board of Directors (including Alternate Directors in the absence of their
appointors) as they think fit; any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on it by the Directors.
	 
	94.	 	A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall
be determined by a majority of votes of the members present, and the Chairman shall not have a
second or casting vote.
	 
	95.	 	All acts done by any meeting of the Directors or of a committee of Directors (including any
person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered
that there was some defect in the appointment of any Director or alternate Director, or that they
or any of them were disqualified, be as valid as if every such person had been duly appointed and
qualified to be a Director or alternate Director as the case may be.
	 
	96.	 	The Directors may hold a meeting of the Directors by means of a telephone conference and
members of the Board or of any committee thereof may participate in a meeting of the Board or of
such committee by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other and participation in a meeting
pursuant to this provision shall constitute presence in person at such meeting. The Board may
take action by written resolution signed and approved by all of the Directors in lieu of holding
a meeting.
Such written resolution may be signed in counterparts.







	97.	(a)	 	A Director but not an alternate Director may be represented at any meetings of the Board
by a proxy appointed by him in which event the presence or vote of the proxy shall for all
purposes be deemed to be that of the Director.






	 	(b)	 	The provisions of Articles 63-66 shall mutatis mutandis apply to the appointment of
proxies by Directors.






	98.	(a)	 	Except as otherwise provided in, or delegated in accordance with, these Articles or
required by applicable law, all matters requiring the approval of the Board shall be subject to
the approval of a majority of the Directors present and voting at a duly convened meeting.






	 	(b)	 	Notwithstanding anything in these Articles to the contrary, all matters relating to
the Qualified IPO will be subject to Board approval pursuant to Article 98(a) and will not be
considered a Reserved Matter subject to consent pursuant to Article 98(c).
	 
	 	(c)	 	Any of the following matters shall, in addition to the approval of the Members of the
Company as set forth in Article 63, be subject to the approval of a majority of the Directors
present and voting at a duly convened meeting at which the TPG Director shall not have voted
against such matter (each a “Reserved Matter”), provided, however, that, unless the TPG
Director agrees, no such Reserved Matter may be proposed at any such meeting unless the notice
for such meeting provided pursuant to Articles 87 or 88 contains reasonably sufficient details
regarding such Reserved Matter; provided further, that the TPG Director shall not unreasonably
vote against any matter falling under Article 98(c)(x) if the purpose for incurring the
additional Indebtedness is for the development of additional oilfields and other related
businesses of the Company or any Material Subsidiary. In the event that the Board cannot reach
a resolution of any Reserved Matter within thirty (30) days of the calling of the initial
meeting for such matter, the Company and the Members shall reasonably cooperate and use
reasonable best efforts to work towards a mutually agreeable resolution.






	 	(i)	 	any Trade Sale, merger, consolidation, reorganization or acquisition, or any other
transaction that would constitute a change of control, of the Company or any Material Subsidiary;




38









 












	 	(ii)	 	any sale of all or substantially all of the business of the Company or any Material
Subsidiary;
	 
	 	(iii)	 	any material change in the scope of business of the Company or MIE;
	 
	 	(iv)	 	the creation, grant or issuance of any New Securities by the Company or any shares or
rights to subscribe for, or options, warrants or other securities convertible into or exercisable
or exchangeable for, equity securities of any member of the MIE Group (other than any creation,
grant or issuance of a new series of preferred shares of the Company
(the “New Preferred Shares”); provided that (a) the New Preferred Shares shall only be issued to a third party
investor (other than FEEL or any of its Affiliates) which is a leading reputable international
institutional investor, (b) the aggregate principal amount, face amount or liquidation preference
amount of the New Preferred Shares shall not exceed US$20,000,000 at any time outstanding, (c)
the per share subscription price of the New Preferred Shares shall be equal to or higher than the
Per Share Subscription Price (as defined in the TPG SPA), and (d) the terms and conditions of, or
rights relating to, the New Preferred Shares (whether pursuant to the Restated Articles,
contractual or otherwise) are not more favorable than those applicable to the Series A Preferred
Shares taking into consideration the percentage of shareholding represented by the New Preferred
Shares;
	 
	 	(v)	 	any redemption or repurchase by the Company of any equity securities of the Company,
other than a redemption of the Put Shares (as defined in the TPG SPA) or a redemption of any
Shares held by Sino Link pursuant to the put option granted to Sino Link under the Sino Link SPA;
	 
	 	(vi)	 	change in any rights attaching to any securities issued by the Company or granting of
any right to the holders of any securities issued by the Company if (a) the holder(s) of such
rights is FEEL or any of its Affiliates or (b) such rights are superior to the rights of the
holders of the Series A Preferred Shares;
	 
	 	(vii)	 	any declaration, setting aside or payment of any dividend or other distribution in
respect of the Shares, except as set forth in the Shareholders’ Agreement.
	 
	 	(viii)	 	any repayment by MIE of any loan from a direct or indirect shareholder;
	 
	 	(ix)	 	incurrence of annual expenses by any member of the MIE Group for an individual item or
directly related group of items, or any transaction, which is both outside the scope of the then
annual budget as approved by the Joint Management Committee under the Company’s existing
production sharing contracts with China National Petroleum Corporation (the “JMC Budget”) and
which annual expense, in the aggregate, exceeds the greater of US$10,000,000 and 10% of the then
current JMC Budget;
	 
	 	(x)	 	incurring any additional Indebtedness (other than any Indebtedness incurred under the
CITIC KaWah Facility) exceeding in the aggregate US$20,000,000 during the
12-month period following the date of the completion of the Company’s initial
Series A
Preferred Shares financing and US$40,000,000 during the 24-month period
following the date of the completion under the TPG SPA;
	 
	 	(xi)	 	entering by any member of the MIE Group into any transaction with any Person involving
the making of payments by or obligations or liabilities of any member of the MIE Group outside
the ordinary course of business in excess of US$15,000,000;
	 
	 	(xii)	 	entering by any member of the MIE Group into any transaction with any Affiliate or
any Member, director or officer or member of the Company or Affiliate of any Member, director or
officer or member of the Company outside the ordinary course of business,




39









 












	 	 	 	except as set forth in the Shareholders’Agreement.
	 
	 	(xiii)	 	any amendment of the Memorandum or these Articles or other governing documents of
any member of the MIE Group to the extent such amendment would adversely affect the rights
already granted to the holders of the Series A Preferred Shares;
	 
	 	(xiv)	 	any liquidation, winding up, dissolution, receivership, bankruptcy or any like scheme
or arrangement of the Company or any Material Subsidiary;
	 
	 	(xv)	 	any appointment or removal of the auditors of the Company or any Material Subsidiary;
	 
	 	(xvi)	 	any material change to the accounting or tax policies of the Company or any Material
Subsidiary, other than any material change implemented to be in compliance with any relevant
laws, rules and regulations applicable to the Company;
	 
	 	(xvii)	 	the creation of any Encumbrance over any material asset or group of assets of, or
over substantially all the undertaking of, any member of the MIE Group (save for Encumbrances
that (i) arise by operation of law or (ii) which any member
of the MIE
Group is obliged to create under the terms of the CITIC KaWah Facility) or
the giving by any member of the MIE Group of any guarantee or indemnity in
respect of the obligation of any person (other than any guarantee or indemnity
given by a member of the MIE Group in respect of the obligations of the
Company or of a wholly-owned subsidiary of the Company or any guarantee or
indemnity given by a member of the MIE Group under the terms of the TPG SPA or
the Sino Link SPA. );
	 
	 	(xviii)	 	(i) acquisition of the whole or any significant part of any business or undertaking
or any shares in the capital, of a company, or formation of any subsidiary company or subsidiary
undertaking, (ii) entering into any joint venture or partnership with any person, or (iii)
engagement in any kind of overseas expansion, in each case, exceeding US$20,000,000 in total
expenditure or purchase price, as the case may be;
	 
	 	(xix)	 	any settlement of any material litigation, arbitration or administrative proceeding
involving any member of the MIE Group in excess of US$3,000,000;
	 
	 	(xx)	 	the determination of the final price per Ordinary Share of the Company (or the
aggregate price of the number of American Depositary Receipt, Global Depositary Receipt or other
similar securities representing one Ordinary Share of the Company) to be offered in connection
with any Qualified IPO (the “Per Share IPO Price”) if and only if such Per Share IPO Price
multiplied by the total number of Ordinary Shares which TPG would hold (on an as converted basis
in accordance with these Articles) upon the Qualified IPO of the Company would be less than the
sum of (i) the difference between the Subscription Price (as defined in the TPG SPA) minus the
Transaction Fees (as defined in the TPG SPA) plus (ii) thirty (30) percent per annum on such
amount compounded on an annual basis from the Completion Date (as defined in the TPG SPA) through
the closing date of such Qualified IPO of the Company; and
	 
	 	(xxi)	 	the delegation of any authority of the Board, or the agreement with any Person,
conditionally or otherwise, to do any of the foregoing.






	 	(d)	 	Each Director shall have one (1) vote and no Director shall have a casting vote.





VACATION OF OFFICE OF DIRECTOR





	99.	 	The office of a Director shall be vacated:






	 	(a)	 	if he gives notice in writing to the Company that he resigns the office of Director;




40









 












	 	(b)	 	if he absents himself (without being represented by proxy or an alternate Director
appointed by him) from three consecutive meetings of the Board of Directors without special leave
of absence from the Directors, and they pass a resolution that he has by reason of such absence
vacated office;
	 
	 	(c)	 	if he dies, becomes bankrupt or makes any arrangement or composition with his creditors
generally;
	 
	 	(d)	 	if he is found a lunatic or becomes of unsound mind.





APPOINTMENT AND REMOVAL OF DIRECTORS





	100.	 	Appointment of Directors. In the event of the appointment of a Director nominated in
accordance with Article 70, the Members shall vote their Shares to cause the appointment to the
Board of the Director so designated for appointment by the appropriate Member.
	 
	101.	 	Removal of Directors. A Director may be removed and replaced at any time by the Member(s)
that has nominated such Director in accordance with the provisions of the Statute. If a Director
becomes disqualified under applicable law, his position of Director shall be vacated and the
Member that nominated such Director shall nominate a new Director in accordance with Article 70
and the Members shall vote their Shares to cause the election to the Board of any such new
Director. In the event of such a removal and/or replacement of a Director in accordance with
this Article 101 and Article 102, and subject always to the terms of Article 70, the Members
shall vote their Shares to cause (i) the removal from the Board of the Director so designated for
removal by the appropriate Member(s) and (ii) the election to the Board of any new Director so
designated for election to the Board by the appropriate Member(s).
	 
	102.	 	Method of Nomination and Removal. Nominations and removals of Directors shall be by written
memorandum signed by the relevant Member(s) and shall be effective from the time stated in the
memorandum or, if no time is stated, from the time when the memorandum is lodged at the Company’s
registered office.





PRESUMPTION OF ASSENT





	103.	 	A Director who is present at a meeting of the Board at which action on any Company matter is
taken shall be presumed to have assented to the action taken unless his dissent shall be entered
in the Minutes of the meeting or unless he shall file his written dissent from such action with
the person acting as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to such person immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favour of such action.





[RESERVED]





	104.	 	[Reserved].





SEAL





	105.	(a)	 	The Company may, if the Directors so determine, have a Seal which shall, subject to
paragraph (c) hereof, only be used by the authority of the Directors or of a committee of the
Directors authorised by the Directors in that behalf and every instrument to which the Seal has
been affixed shall be signed by one person who shall be either a Director or the Secretary or
Secretary-Treasurer or some person appointed by the Directors for the purpose.






	 	(b)	 	The Company may have for use in any place or places outside the Cayman Islands a
duplicate Seal or Seals each of which shall be a facsimile of the Seal of the Company and, if
the Directors





41









 











	 	 	 	so determine, with the addition on its face of the name of every place where it is to
be used.
	 
	 	(c)	 	A Director, Secretary or other officer or representative or attorney may without
further authority of the Directors affix the Seal of the Company over his signature alone to
any document of the Company required to be authenticated by him under Seal or to be filed with
the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.





OFFICERS





	106.	 	The Company may have a President, a Secretary or Secretary-Treasurer appointed by the
Directors who may also from time to time appoint such other officers as they consider necessary,
all for such terms, at such remuneration and to perform such duties, and subject to such
provisions as to disqualification and removal as the Directors from time to time prescribe.





DIVIDENDS, DISTRIBUTIONS AND RESERVE





	107.	 	Subject to the Statute and these Articles, the Directors may from time to time declare
dividends (including interim dividends) and distributions on shares of the Company outstanding
and authorise payment of the same out of the funds of the Company lawfully available therefore.
	 
	108.	 	The Directors may, before declaring any dividends or distributions, set aside such sums as
they think proper as a reserve or reserves which shall at the discretion of the Directors, be
applicable for any purpose of the Company and pending such application may, at the like
discretion, be employed in the business of the Company.
	 
	109.	 	No dividend or distribution shall be payable except out of the profits of the Company,
realised or unrealised, or out of the share premium account or as otherwise permitted by the
Statute.
	 
	110.	 	Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends or distributions, if dividends or distributions are to be declared on a class of shares
they shall be declared and paid according to the amounts paid or credited as paid on the shares
of such class outstanding on the record date for such dividend or distribution as determined in
accordance with these Articles but no amount paid or credited as paid on a share in advance of
calls shall be treated for the purpose of this Article as paid on the share.
	 
	111.	 	The Directors may deduct from any dividend or distribution payable to any Member all sums of
money (if any) presently payable by him to the Company on account of calls or otherwise.
	 
	112.	 	The Directors may declare that any dividend or distribution be paid wholly or partly by the
distribution of specific assets and in particular of paid up shares, debentures, or debenture
stock of any other company or in any one or more of such ways and where any difficulty arises in
regard to such distribution, the Directors may settle the same as they think expedient and in
particular may issue fractional certificates and fix the value for distribution of such specific
assets or any part thereof and may determine that cash payments shall be made to any Members upon
the footing of the value so fixed in order to adjust the rights of all Members and may vest any
such specific assets in trustees as may seem expedient to the Directors.
	 
	113.	 	Any dividend, distribution, interest or other monies payable in cash in respect of shares
may be paid by cheque or warrant sent through the post directed to the registered address of the
holder or, in the case of joint holders, to the holder who is first named on the register of
Members or to such person and to such address as such holder or joint holders may in writing
direct. Every such cheque or warrant shall be made payable to the order of the person to whom it
is sent. Any one of two or more joint holders may give effectual receipts for any dividends,
bonuses, or other monies payable in respect of the share held by them as joint holders.
	 
	114.	 	No dividend or distribution shall bear interest against the Company.




42








 










CAPITALISATION





	115.	 	The Company may upon the recommendation of the Directors by ordinary resolution authorise
the Directors to capitalise any sum standing to the credit of any of the Company’s reserve
accounts (including share premium account and capital redemption reserve fund) or any sum
standing to the credit of profit and loss account or otherwise available for distribution and to
appropriate such sum to Members in the proportions in which such sum would have been divisible
amongst them had the same been a distribution of profits by way of dividend and to apply such sum
on their behalf in paying up in full unissued shares for allotment and distribution credited as
fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall
do all acts and things required to give effect to such capitalisation, with full power to the
Directors to make such provisions as they think fit for the case of shares becoming distributable
in fractions (including provisions whereby the benefit of fractional entitlements accrue to the
Company rather than to the Members concerned). The Directors may authorise any person to enter on
behalf of all of the Members interested into an agreement with the Company providing for such
capitalisation and matters incidental thereto and any agreement made under such authority shall
be effective and binding on all concerned.





BOOKS OF ACCOUNT





	116.	 	The Directors shall cause proper books of account to be kept with respect to:






	 	(a)	 	all sums of money received and expended by the Company and the matters in respect of
which the receipt or expenditure takes place;
	 
	 	(b)	 	all sales and purchases of goods by the Company;
	 
	 	(c)	 	the assets and liabilities of the Company.






	 	 	Proper books shall not be deemed to be kept if there are not kept such books of account as
are necessary to give a true and fair view of the state of the Company’s affairs and to explain
its transactions.
	 
	117.	 	The Directors may from time to time cause to be prepared and to be laid before the Company
in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such
other reports and accounts as may be required by law.





AUDIT





	118.	 	The Company may at any Annual General Meeting appoint an Auditor or Auditors of the Company
who shall hold office until the next Annual General Meeting and may fix his or their
remuneration.
	 
	119.	 	The Directors may before the first Annual General Meeting appoint an Auditor or Auditors of
the Company who shall hold office until the first Annual General Meeting unless previously
removed by an ordinary resolution of the Members in general meeting in which case the Members at
that meeting may appoint Auditors. The Directors may fill any casual vacancy in the office of
Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if
any, may act. The remuneration of any Auditor appointed by the Directors under this Article may
be fixed by the Directors.
	 
	120.	 	Every Auditor of the Company shall have a right of access at all times to the books and
accounts and vouchers of the Company and shall be entitled to require from the Directors and
Officers of the Company such information and explanation as may be necessary for the performance
of the duties of the auditors.
	 
	121.	 	Auditors shall at the next Annual General Meeting following their appointment and at any other
time




43









 












	 	 	during their term of office, upon request of the Directors or any general meeting of the
Members, make a report on the accounts of the Company in general meeting during their
tenure of office.





NOTICES





	122.	 	Notices shall be in writing and may be given by the Company to any Member either personally
or by sending it by post, cable, telex or telecopy to him or to his address as shown in the
register of Members, such notice, if mailed, to be forwarded airmail if the address be outside
the Cayman Islands.







	123.	(a)	 	Where a notice is sent by post, service of the notice shall be deemed to be effected by
properly addressing, pre-paying and posting a letter containing the notice, and to have been
effected at the expiration of sixty (60) hours after the letter containing the same is posted as
aforesaid.






	 	(b)	 	Where a notice is sent by cable, telex, telecopy or electronic message, service of the
notice shall be deemed to be effected by properly addressing, and sending such notice through a
transmitting organisation and to have been effected on the day the same is sent as aforesaid.






	124.	 	A notice may be given by the Company to the joint holders of record of a share by giving the
notice to the joint holder first named on the register of Members in respect of the share.
	 
	125.	 	A notice may be given by the Company to the person or persons which the Company has been
advised are entitled to a share or shares in consequence of the death or bankruptcy of a Member
by sending it through the post as aforesaid in a pre-paid letter addressed to them by name, or by
the title of representatives of the deceased, or trustee of the bankrupt, or by any like
description at the address supplied for that purpose by the persons claiming to be so entitled,
or at the option of the Company by giving the notice in any manner in which the same might have
been given if the death or bankruptcy had not occurred.
	 
	126.	 	Notice of every general meeting shall be given in any manner hereinbefore authorised to:






	 	(a)	 	every person shown as a Member in the register of Members as of the record date for
such meeting except that in the case of joint holders the notice shall be sufficient if given to
the joint holder first named in the register of Members.
	 
	 	(b)	 	every person upon whom the ownership of a share devolves by reason of his being a legal
personal representative or a trustee in bankruptcy of a Member of record where the Member of
record but for his death or bankruptcy would be entitled to receive notice of the meeting; and






	 	 	No other person shall be entitled to receive notices of general meetings.





WINDING UP





	127.	 	If the Company shall be wound up the liquidator may, with the sanction of a Special
Resolution of the Company and any other sanction required by the Statute, divide amongst the
Members in specie or kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may for such purpose set such value as he deems
fair upon any property to be divided as aforesaid and may determine how such division shall be
carried out as between the Members or different classes of Members. The liquidator may with the
like sanction, vest the whole or any part of such assets in trustees upon such trusts for the
benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so
that no Member shall be compelled to accept any shares or other securities whereon there is any
liability.
	 
	128.	 	If the Company shall be wound up, and the assets available for distribution amongst the
Members as such shall be insufficient to repay the whole of the paid-up capital, such assets
shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in
proportion to the capital paid up,




44









 












	 	 	or which ought to have been paid up, at the commencement of the winding up on the shares
held by them respectively. And if in a winding up the assets available for distribution
amongst the Members shall be more than sufficient to repay the whole of the capital paid up
at the commencement of the winding up, the excess shall be distributed amongst the Members
in proportion to the capital paid up at the commencement of the winding up on the shares
held by them respectively. This Article is to be without prejudice to the rights of the
holders of shares issued upon special terms and conditions.





INDEMNITY





	129.	 	The Directors and officers for the time being of the Company and any trustee for the time
being acting in relation to any of the affairs of the Company and their heirs, executors,
administrators and personal representatives respectively shall be indemnified out of the assets
of the Company from and against all actions, proceedings, costs, charges, losses, damages and
expenses which they or any of them shall or may incur or sustain by reason of any act done or
omitted in or about the execution of their duty in their respective offices or trusts, except
such (if any) as they shall incur or sustain by or through their own wilful neglect or default
respectively and no such Director, officer or trustee shall be answerable for the acts, receipts,
neglects or defaults of any other Director, officer or trustee or for joining in any receipt for
the sake of conformity or for the solvency or honesty of any banker or other persons with whom
any monies or effects belonging to the Company may be lodged or deposited for safe custody or for
any insufficiency of any security upon which any monies of the Company may be invested or for any
other loss or damage due to any such cause as aforesaid or which may happen in or about the
execution of his office or trust unless the same shall happen through the wilful neglect or
default of such Director, Officer or trustee.





FINANCIAL YEAR





	130.	 	Unless the Directors otherwise prescribe, the financial year of the Company shall end on
31st December in each year and, following the year of incorporation, shall begin on 1st January
in each year.





AMENDMENTS OF ARTICLES





	131.	 	Subject to the Statute and these Articles, the Company may at any time and from time to time
by Special Resolution alter or amend these Articles in whole or in part.





TRANSFER BY WAY OF CONTINUATION





	132.	 	If the Company is exempted as defined in the Statute, it shall, subject to the provisions of
the Statute and with the approval of a Special Resolution, have the power to register by way of
continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands
and to be deregistered in the Cayman Islands.




45









 











EXHIBIT C




SHAREHOLDERS AGREEMENT




33











 





Dated This 10th Day of March 2010




By And Among



Tpg Star Energy Ltd.




Tpg Star Energy Co-invest LLC



Sino Link Limited



Harmony Energy Limited



 Far East Energy Limited



 MI Energy Corporation



AND



MIE Holdings Corporation



 






SECOND AMENDED AND RESTATED




SHAREHOLDERS’ AGREEMENT



in relation to



MIE HOLDINGS CORPORATION



 







 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	2	 
	 
	 	 	 	 	 	 
	2.

	 	RESTRICTIONS ON TRANSFERABILITY
	 	 	10	 
	 
	 	 	 	 	 	 
	3.

	 	PREEMPTION RIGHTS
	 	 	16	 
	 
	 	 	 	 	 	 
	4.

	 	[Intentionally left blank.]
	 	 	17	 
	 
	 	 	 	 	 	 
	5.

	 	COVENANTS
	 	 	18	 
	 
	 	 	 	 	 	 
	6.

	 	BOARD OF DIRECTORS
	 	 	19	 
	 
	 	 	 	 	 	 
	7.

	 	MEETINGS OF SHAREHOLDERS
	 	 	22	 
	 
	 	 	 	 	 	 
	8.

	 	DIVIDENDS
	 	 	24	 
	 
	 	 	 	 	 	 
	9.

	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 	 	24	 
	 
	 	 	 	 	 	 
	10.

	 	NOTICES
	 	 	25	 
	 
	 	 	 	 	 	 
	11.

	 	GOVERNING LAW AND PRIORITY
	 	 	27	 
	 
	 	 	 	 	 	 
	12.

	 	TERMINATION OF AGREEMENT
	 	 	27	 
	 
	 	 	 	 	 	 
	13.

	 	ARBITRATION
	 	 	28	 
	 
	 	 	 	 	 	 
	14.

	 	CERTAIN ADDITIONAL COVENANTS OF THE PARTIES
	 	 	29	 
	 
	 	 	 	 	 	 
	15.

	 	MISCELLANEOUS
	 	 	30	 






 









 





THIS SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made on the
10th day of March 2010 by and among





	(1)	 	TPG STAR ENERGY LTD., an exempted company incorporated with limited liability in the
Cayman Islands (“TPG Star”);
	 
	(2)	 	TPG STAR ENERGY CO-INVEST LLC, a limited liability company formed in the State of Delaware,
United States (“TPG Co-invest”, and together with TPG Star, “TPG”);
	 
	(3)	 	HARMONY ENERGY LIMITED, a company incorporated in the British Virgin Islands
(“Harmony”);
	 
	(4)	 	SINO LINK LIMITED, an exempted company incorporated in Cayman Islands with limited
liability (“Sino Link”, and together with TPG and Harmony, each an “Investor” and
together the “Investors”);
	 
	(5)	 	FAR EAST ENERGY LIMITED, a company incorporated in the Hong Kong Special Administration
Region of the People’s Republic of China (“FEEL”);
	 
	(6)	 	MI ENERGY CORPORATION, an exempted company incorporated with limited liability in the
Cayman Islands (“MIE”); and
	 
	(7)	 	MIE HOLDINGS CORPORATION, an exempted company incorporated with limited liability in the
Cayman Islands (the “Company”).




(The Investors and FEEL are hereinafter referred to collectively as the “Shareholders” and
individually as a “Shareholder”. The Investors, FEEL, MIE and the Company are hereinafter
referred to collectively as the “Parties” and individually as a “Party”).



WHEREAS, TPG, FEEL, the Company and MIE are parties to the Series A Preferred Shares Subscription
and Put Option Agreement dated June 19, 2009 (as amended, the “TPG SPA”), pursuant to which
TPG subscribed for 2,145,749 Series A Preferred Shares;



WHEREAS, Sino Link, FEEL, Zhang Ruilin (“Zhang”), Zhao Jiangwei (“Zhao”) and Shang
Zhiguo (“Shang” and collectively with Zhang and Zhao, the “FEEL Shareholders”)
entered into the Shares Purchase Agreement dated October 26, 2009 (the “Sino Link SPA”)
pursuant to which Sino Link purchased 363,373 Series A Preferred Shares on the terms and subject to
the conditions contained in the Sino Link SPA;



WHEREAS, Harmony, FEEL, Zhang Ruilin (“Zhang”), Zhao Jiangwei (“Zhao”)
and Shang Zhiguo (“Shang” and collectively with Zhang and Zhao, the “FEEL
Shareholders”) entered into the Shares Purchase Agreement dated February 5, 2010 (the
“Harmony SPA”) pursuant to which Harmony purchased 3,642,512 Series B Preferred Shares on
the terms and subject to the conditions contained in the Harmony SPA;



WHEREAS, the respective obligations of the parties under the Harmony SPA to be performed at the
Completion (as defined in the Harmony SPA) are conditioned upon the execution and delivery of this Agreement by the Parties; and



WHEREAS, the Parties are desirous of entering into this Agreement to (i) terminate, supercede and replace the Amended and Restated
Shareholders’ Agreement dated October 30,




 









 






Page 2


2009 between FEEL, MIE, TPG, Sino Link and the Company in its entirety by this Agreement, and (ii)
regulate the relationship of the Shareholders inter se and with the Company.



NOW THEREFORE, upon the terms and subject to the conditions stated herein, the Parties agree as
follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions. In this Agreement, the following words have the following respective
meanings:





	 	 	 
	“Adjourned Meeting”

	 	has the meaning given such term in Clause 6.10.
	 
	 	 
	“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, (ii) with
respect to
Sino Link, Affiliate shall only include any other person that
directly controls and holds a majority interest in Sino Link, (iii)
with respect to Harmony, Affiliate shall include any other person
that controls, is controlled by, or is under common control with
Ever Union Capital Limited and/or its Affiliates, and (iv) with
respect to FEEL, Affiliate shall include Zhang Ruilin and Zhao
Jiangwei and each of their respective Affiliates.
	 
	 	 
	“Agreement”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Annual General
Meeting”

	 	has the meaning given such term in Clause 7.1.
	 
	 	 
	“Board”

	 	means the board of directors for the time being of the Company or
the Directors present or deemed present at a duly convened
meeting of the Directors at which a quorum is present.
	 
	 	 
	“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.
	 
	 	 
	“Chairman”

	 	has the meaning given such term in Clause 6.8.
	 
	 	 
	“CITIC KaWah
Facility”

	 	means the US$200,000,000 Transferable Term Loan and
Revolving Credit Facility Agreement dated 28 July 2009 between
MI Energy Corporation as borrower, CITIC Ka Wah Bank
Limited as facility agent and offshore security agent, China CITIC






 









 





Page 3


	 	 	 
	 

	 	Bank Corporation Limited, Guangzhou Branch as onshore
security agent, and the banks and other financial institutions
named therein as lenders.
	 
	 	 
	“Companies Law”

	 	means the Companies Law (2007 Revision) of the Cayman Islands,
as amended, and every statutory modification or reenactment
thereof for the time being in force.
	 
	 	 
	“Company”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Company Employee
Share Option Scheme”

	 	has the meaning given such term in Clause 5.3.
	 
	 	 
	“Competing Business”

	 	means, in respect of any Person, any business engaged by such
Person that competes, directly or indirectly, with the Company
or
any of its Subsidiaries.

	 
	 	 
	“control”

	 	means possession, directly or
indirectly, of the power to direct or
cause the direction of the management and policies of such other
Person (whether through ownership interest, by contract or
otherwise); provided, however, that, in any event, any Person
that
owns directly or indirectly more than fifty percent (50%) of the
ordinary voting interests in such other Person shall be deemed
to
control such other Person.
	 
	 	 
	“Cut-Off Date”

	 	has the meaning given such term in Clause 2.2(b).
	 
	 	 
	“Debt Settlement
Transactions”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Director”

	 	means an appointed director of the Company, including, where
applicable, an alternate director.
	 
	 	 
	“Effective Date”

	 	has the meaning given such term in the Amendment.
	 
	 	 
	“Electing Offeree”

	 	has the meaning given such term in Clause 2.2(b).
	 
	 	 
	“Encumbrance”

	 	means any deed to secure debt, assignment, security right, pledge,
lien, charge, option, encumbrance and claim or right of any kind
of third Persons, whether voluntarily incurred or arising by
operation of law, including any agreement to give any of the
foregoing in the future, and in relation to shares in the issued
shares capital of a company, any right to appoint a proxy,
exercisable by any party other than the holder of such shares.
	 
	 	 
	“Extended Cut-Off
Date”

	 	has the meaning given such term in Clause 2.2(c).
	 
	 	 
	“Extended
Preemption Cut-Off

	 	has the meaning given such term in Clause 3.2(b).






 









 




Page 4


	 	 	 
	Date”
	 	 
	 
	 	 
	“FEEL”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“FEEL Directors”

	 	has the meaning given such term in Clause 6.2(b).
	 
	 	 
	“FEEL Shareholders”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“General Meeting”

	 	means any general meeting of the Shareholders.
	 
	 	 
	“Harmony”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Harmony SPA”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“HKIAC”

	 	has the meaning given such term in Clause 13.2.
	 
	 	 
	“Indebtedness”

	 	means all (i) funded indebtedness of the Company and its
Subsidiaries, including, (A) all funded obligations for borrowed
money, (B) funded obligations evidenced by bonds, notes,
debentures, loan agreements or similar instruments, (C) otherwise
as an account party in respect of or arising under letters of
credit,
bankers’ acceptances, bank guaranties, surety bonds and similar
instruments, (ii) the aggregate amount required to be capitalized
under leases under which the Company or any of its Subsidiaries
is
the lessee, (iii) obligations of the Company or any of its
Subsidiaries for deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of
business), and (iv) all accrued and unpaid interest on any of the
foregoing.
	 
	 	 
	“Investor” or
“Investors”

	 	have the meanings given such terms in the Preamble.
	 
	 	 
	“JMC Budget”

	 	means an annual budget as approved by the Joint Management
Committee under the Company’s existing production sharing
contracts with China National Petroleum Corporation.
	 
	 	 
	“Joint Management
Committee”

	 	has the meaning given such term in the Production Sharing
Contracts.
	 
	 	 
	“Management
Accounts”

	 	means the unaudited management accounts of the Company and of
each of the Company’s Subsidiaries, in the agreed form.
	 
	 	 
	“Material Subsidiary”

	 	means MIE and any other member of the MIE Group having more
than 10% of the assets of the MIE Group as shown in the latest
financial statements of that entity.
	 
	 	 
	“MIE”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“MIE Group”

	 	means the Company, its Subsidiaries and other entities controlled
directly or indirectly by the Company.






 









 




Page 5


	 	 	 
	“MIE Loan”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Minimum
Shareholding
Percentage”

	 	means a Shareholding Percentage of not less than five percent
(5%).
	 
	 	 
	“New Securities”

	 	means Shares or rights, option, warrants or other securities
convertible into or exercisable or exchangeable for Shares after
the date of this Agreement, other than Shares issued or issuable:







	 	(a)	 	pursuant to the Company Employee Share Option Scheme
in accordance with Clause 5.3;
	 
	 	(b)	 	upon conversion of the Series A Preferred Shares or the
Series B Preferred Shares;
	 
	 	(c)	 	as a dividend or other distribution on the Series A
Preferred Shares or the Series B Preferred Shares;
	 
	 	(d)	 	pursuant to a Qualified IPO; and
	 
	 	(e)	 	in connection with any stock split or stock dividend.





	 	 	 
	“Non-Competing Person”

	 	means any Person that is not
engaged, directly or indirectly, in a Competing Business, it being understood that TPG, Harmony and
Sino Link are Non-Competing Persons.
	 
	 	 
	“Non-Offering
Shareholders”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Notices”

	 	has the meaning given such term in Clause 10.
	 
	 	 
	“OFAC”

	 	has the meaning given such term in Clause 14.5.
	 
	 	 
	“Offered Shares”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Offering
Shareholder”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Ordinary Shares”

	 	means the ordinary shares, US$0.01 par value each, of the
Company.
	 
	 	 
	“Participant”

	 	has the meaning given such term in Clause 2.3(b).
	 
	 	 
	“Party” or “Parties”

	 	have the meanings given such terms in the Preamble.
	 
	 	 
	“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.






 









 




Page 6


	 	 	 
	“Pre-Approved
Affiliate Transaction”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Preemption Cut-Off
Date”

	 	has the meaning given such term in Clause 3.2(a).
	 
	 	 
	“Preferred Shares”

	 	means the Series A Preferred Shares and the Series B Preferred
Shares.
	 
	 	 
	“Production Sharing
Contracts”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Proposed Transfer”

	 	means any Transfer of any Shares proposed by any Shareholder.
	 
	 	 
	“Prospective
Transferee”

	 	means any Person to whom a Shareholder proposes to make a
Proposed Transfer, including a Proposed Transfer by FEEL
pursuant to Clause 2.3.
	 
	 	 
	“Qualified IPO”

	 	means an underwritten public offering by the Company of its
Shares on a Recognised Stock Exchange pursuant to a prospectus
or offering circular under applicable securities laws resulting in
the shares of the Company becoming freely tradable.
	 
	 	 
	“Recognised
Stock Exchange”

	 	means NASDAQ, the New York Stock Exchange, the Toronto
Stock Exchange, the Australian Securities Exchange, the
Euronext Paris, the Tokyo Stock Exchange, the Deutsche Borse,
or the main board of any of the Stock Exchange of Hong Kong
Limited, the Singapore Stock Exchange or the London Stock
Exchange, or any other stock exchange of equal standing
reasonably agreed by TPG.
	 
	 	 
	“Remaining New
Securities”

	 	has the meaning given such term in Clause 3.2(c).
	 
	 	 
	“Required
Shareholding
Ownership Expiration
Date”

	 	has the meaning given such term in Clause 14.3.
	 
	 	 
	“Reserved Matter”

	 	means any of the matters affecting the MIE Group set forth in
Schedule 1.
	 
	 	 
	“Restated Articles”

	 	means the Fourth Amended and Restated Memorandum and
Articles of the Company, as set out in Exhibit B to the Harmony
SPA (as may be amended from time to time).
	 
	 	 
	“Scheduled
Completion Date”

	 	has the meaning given such term in Clause 2.2(e).
	 
	 	 
	“Series A Preferred
Shareholder”

	 	means each holder of the Series A Preferred Shares.






 









 




Page 7


	 	 	 
	“Series A
Preferred Shares”


	 	 means the Series A Preferred Shares, US$0.01 par value each, in
the Company having the rights attached thereto as set out in the
Restated Articles.
	 
	 	 
	“Series B Preferred
Shareholders”

	 	means each holder of the Series B Preferred Shares.
	 
	 	 
	“Series B Preferred
Shares”


	 	means the Series B Preferred Shares, US$0.01 par value each, in
the Company having the rights attached thereto as set out in the
Restated Articles.
	 
	 	 
	“Shareholders”
	 	means FEEL, TPG, Harmony and Sino Link, and each Person to
whom the rights of a Shareholder are assigned pursuant to Clause
15.1, each Person who hereafter becomes a signatory to this
Agreement pursuant to Clause 2.6 and any one of them, as the
context may require.
	 
	 	 
	“Shareholding
Effective Date”

	 	has the meaning given such term in Clause 2.1.
	 
	 	 
	“Shareholding
Percentage”

	 	means, with respect to any Shareholder, the ratio (expressed as a
percentage) of the number of Shares held by such Shareholder to
the aggregate number of all the issued Shares. For the purposes of
determining the number of Shares held by the Shareholders, all
Series A Preferred Shares and the Series B Preferred Shares shall
be deemed to have been converted into Ordinary Shares at the then-applicable conversion ratio.
	 
	 	 
	“Shares”


	 	means the Ordinary Shares, the Series A Preferred Shares, the
Series B Preferred Shares, and any other shares of the Company,
whether fully or partly paid.
	 
	 	 
	“Sino Link”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Sino Link SPA”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“Subsidiary”

	 	means, with respect to any Person:







	 	(a)	 	any company or corporation more than fifty percent (50%) of
whose shares of any class or classes having by the terms
thereof
ordinary voting power to elect a majority of the directors of
such company or corporation (irrespectively of whether or not
at the time shares of any class or classes of such company or
corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such
Person directly or indirectly through one or more Subsidiaries
of such Person; and
	 
	 	(b)	 	any partnership, association, joint venture or other entity in
which such Person directly or indirectly through one or more




 









 





Page 8

	 	 	 	Subsidiaries of such Person has more than a fifty percent (50%)
equity interest.





	 	 	 
	“Tag-Along Notice”

	 	has the meaning given such term in Clause 2.3(a).
	 
	 	 
	“Tag-Along Offer”

	 	has the meaning given such term in Clause 2.3(a).

	 
	 	 
	“Tag-Along Offer
Purchase Price”

	 	means the higher of (x) the
weighted average price per Share of the
aggregate Shares (i) to be Transferred by the Tag-Along Seller to
the Prospective Transferee pursuant to Clause 2.3 and (ii)
Transferred by the Tag-Along Seller and its Affiliates during the
12-month period prior to the date of the Tag-Along Notice and (y)
the price per Share of the Shares to be transferred by the
Tag-Along
Seller to the Prospective Transferee pursuant to Clause 2.3.
	 
	 	 
	“Tag-Along Seller”

	 	has the meaning given such term in Clause 2.3(a).
	 
	 	 
	“TPG”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“TPG Director”

	 	has the meaning given such term in Clause 6.2(a).
	 
	 	 
	“TPG SPA”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“Trade Sale”

	 	means a sale of all of the Shares.
	 
	 	 
	“Transfer”

	 	means the direct or indirect sale (including by merger or sale of
equity of a Person or an Affiliate of a Person having shares),
offer
to sell, pledge, mortgage, encumbrance, gift, assignment, transfer
or disposition of Shares, or any rights or interest therein or
afforded thereby, or entering into any contract or agreement to do
any of the foregoing, voluntarily or involuntarily.
	 
	 	 
	“Transfer Notice”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Transaction
Agreements”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“UNCITRAL Rules”

	 	has the meaning given such term in Clause 13.2(a).
	 
	 	 
	“US$”

	 	means the lawful currency of the United States of America.
	 
	 	 
	“Voting Percentage”

	 	means, with respect to any Shareholder at any particular time, the
ratio (expressed as a percentage) of the number of votes which
may be cast at that time at a meeting of the shareholder of the
Company in relation to Shares owned, directly or indirectly, by
such Shareholder and its Affiliates to the aggregate number of all
the votes which may be cast at that time at any such meeting of
the shareholders in relation to all issued Shares.







	1.2	 	Principles of Construction.






 











 





Page 9






	 	(a)	 	Any document expressed to be in “agreed form” means a document in or substantially in
the form approved by, and signed for identification purposes by or on behalf of, all the
Parties.
	 
	 	(b)	 	The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement.
	 
	 	(c)	 	The words “include,” “including” and “among other things” shall be deemed to be followed by
“without limitation” or “but not limited to” whether or not they are followed by such phrases
or words of similar import.
	 
	 	(d)	 	Unless the context clearly requires otherwise, “or” is not exclusive.
	 
	 	(e)	 	All references herein to a Party’s “knowledge” shall mean, with respect to the matter in
question, if such Party (or any of the executive officers of such Party) has, or would
reasonably be expected to have, after conducting a reasonable investigation, actual knowledge
of the matter.
	 
	 	(f)	 	Any reference to a statutory provision shall include such provision and any regulations
made in pursuance thereof as from time to time modified or re-enacted whether before or after
the date of this Agreement.
	 
	 	(g)	 	References to the Preamble, Recitals, Clauses and Schedules are to the preamble, recitals
and clauses of and schedules to this Agreement.
	 
	 	(h)	 	The headings are for convenience only and shall not affect the interpretation hereof.
	 
	 	(i)	 	Unless the context otherwise requires or permits, references to the singular number shall
include references to the plural number and vice versa and references to natural persons shall
include bodies corporate.
	 
	 	(j)	 	This Agreement is the result of negotiations between, and has been reviewed by, the
respective Parties. Accordingly, this Agreement shall be deemed to be the product of all
Parties thereto, and there shall be no presumption that an ambiguity should be construed in
favor of or against any of the Shareholders, MIE or the Company, as the case may be, thereto
solely as a result of such Party’s actual or alleged role in the drafting of any such
agreement.
	 
	 	(k)	 	Any reference in this Agreement to a Transaction Agreement shall include any schedules and
exhibits attached to it and shall include that Transaction Agreement as amended, modified or
supplemented from time to time and any document which amends, modifies or supplements that
Transaction Agreement.
	 
	 	(l)	 	This Agreement may be translated into one or more languages other than English. In the
event of any inconsistency or contradiction between the texts, this English text shall prevail.










 



Page 10








	2.	 	RESTRICTIONS ON TRANSFERABILITY
	 
	2.1	 	Transfer Restrictions.






	 	(a)	 	Prior to the date falling one (1) year after the date on which a Shareholder becomes a
Shareholder of the Company (“Shareholding Effective Date”), no Shareholder or any Affiliate
of such Shareholder shall Transfer any of its Shares;
provided, however, that:






	 	(i)	 	TPG and its Affiliates may Transfer Shares to one (1) or more limited partners
of TPG Star, L.P. or its Affiliates for a minimum of US$10,000,000 per Person, so
long as, after giving effect to all such Transfers, TPG and its Affiliates hold
Shares having a Shareholding Percentage of at least six percent (6%);
	 
	 	(ii)	 	Harmony may Transfer Shares to one (1) or more of its Affiliates for a minimum
of US$10,000,000 per Person; and
	 
	 	(iii)	 	any Transfer effected by any Shareholder in accordance with Clauses 2.2, 2.3
or 2.7 of this Agreement, Clause 7 of the TPG SPA and Clause 4 of the Sino Link SPA
shall be permitted.






	 	(b)	 	On and after the date falling one (1) year after the Shareholding Effective Date, no
Shareholder or any Affiliate of such Shareholder shall Transfer any of its Shares;
provided,however, that:






	 	(i)	 	subject to Clause 14.3, any Transfer effected by any Shareholder in accordance
with Clauses 2.2, 2.3 or 2.7 of this Agreement, Clause 7 of the TPG SPA or Clause 4
of the Sino Link SPA shall be permitted.






	 	(c)	 	At any time but subject to Clause 14.3, FEEL may Transfer Shares having an aggregate
Shareholding Percentage of up to five percent (5%) to persons who are bona fide directors,
officers or employees of the Company or MIE as of the date hereof, but any such Transfer of
Shares to any one director, officer or employee shall not result in any one such transferee
holding an aggregate Shareholding Percentage exceeding two percent (2%).






	2.2	 	Right of First Refusal.






	 	(a)	 	Except for a Transfer in accordance with Clause 2.1(a), 2.1(b), 2.1(c), 2.3 or 2.7 of
this Agreement, Clause 7 of the TPG SPA or Clause 4 of the Sino Link SPA, if at any time,
any Shareholder (an “Offering Shareholder”) desires to Transfer (upon the terms and
conditions under this Agreement) all or part of its Shares (the “Offered Shares”) to a
Prospective Transferee, the other Shareholders (the “Non-Offering Shareholders”) shall have
the right of first refusal to purchase the Offered Shares upon the terms and subject to the
conditions hereinafter provided. Prior to any Proposed Transfer of Offered Shares, the
Offering Shareholder shall deliver to each Non-Offering Shareholder (with a copy to the
Company) a written irrevocable bona fide offer to sell the Offered Shares to the
Non-Offering Shareholders stating the number of Shares to be sold, the price and
terms thereof (which shall not










 



Page 11





	 	 	 	include any warranties or indemnities (other than capacity and authority) from the
transferee) and the identity of the Prospective Transferee (a “Transfer Notice”).
	 
	 	(b)	 	Each Non-Offering Shareholder shall have a period of thirty (30) days after receipt of a
Transfer Notice within which to elect to purchase its pro rata share (based on the proportion
its Shareholding Percentage bears to the aggregate Shareholding Percentage of all Non-Offering
Shareholders) of any or all such Offered Shares on the terms offered to the Prospective
Transferee in the Transfer Notice, which election shall be made by an irrevocable written
notice delivered by each electing Non-Offering Shareholder to the Offering Shareholder (with a
copy to the Company and each of the other Non-Offering Shareholders). The last day of such
30-day period is hereinafter referred to as the “Cut-Off Date”. Any new terms, conditions or
price offered by the Offering Shareholder to any Non-Offering Shareholder during such 30-day
period shall be offered to each Non-Offering Shareholder and shall be set forth in a new
Transfer Notice to each such Non-Offering Shareholder, which new Transfer Notice shall trigger
a new 30-day period as provided above. Any election to purchase the Offered Shares must be in
accordance with the terms of the Transfer Notice then in effect, and otherwise must be
unconditional (except that such purchase may be subject to the prior receipt of statutory or
regulatory approvals necessary to complete such purchase). Non-Offering Shareholders who elect
to purchase the Offered Shares pursuant to this Clause 2.2(b) are hereinafter referred to
individually as an “Electing Offeree” and collectively as the “Electing Offerees”.
	 
	 	(c)	 	If some, but not all, of the Non-Offering Shareholders do not elect to purchase their pro
rata share of the Offered Shares by the Cut-Off Date, each of the Electing Offerees shall have
the right, exercisable for a period of fifteen (15) days after the Cut-Off Date (the last day
of which shall be the “Extended Cut-Off Date”), to purchase all or any portion of the Offered
Shares not purchased by the Electing Offerees pursuant to Clause 2.2(b) pro rata (based on the
proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the
other Electing Offerees).
	 
	 	(d)	 	The consideration for such Offered Shares shall be paid in full in cash, or in such other
form as may be agreed between the Offering Shareholder and the Electing Offerees.
	 
	 	(e)	 	The completion of each such purchase shall take place on the thirtieth (30th) day after the
Cut-Off Date or Extended Cut Off Date (as the case may be), or if such day is not a Business
Day, then on the next such Business Day (the “Scheduled Completion Date”). The Scheduled
Completion Date may be amended upon the mutual agreement of the Offering Shareholder and the
Electing Offerees, and in any case shall be extended to the extent necessary in order to comply
with applicable laws and regulations (including obtaining any necessary governmental approvals
for the Transfer of such Offered Shares).
On or before the relevant Scheduled Completion Date, the Offering
Shareholder shall surrender the certificate or certificates representing the Offered
Shares to be purchased on such Scheduled Completion Date (or, if










 



Page 12


	 	 	 	such Offering Shareholder 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
Electing Offerees, against payment in full of the consideration for such Offered Shares
in accordance with the provisions in this Clause 2.2.
	 
	 	(f)	 	Upon any election of the right to purchase such Offered Shares by an Electing Offeree, the
Offering Shareholder and such Electing Offeree shall use their reasonable best efforts to
secure any approvals required in connection therewith.
	 
	 	(g)	 	Notwithstanding the foregoing, if the Non-Offering Shareholders have not exercised their
right to purchase all the Offered Shares by the end of the Cut-Off Date or the collective
Electing Offerees have not offered to purchase all of the Offered Shares by the end of the
Extended Cut-Off Date, then the Non-Offering Shareholders shall be deemed to have forfeited any
right to purchase such Offered Shares, and the Offering Shareholder shall be free to sell all,
but not less than all, of the Offered Shares to the Prospective Transferee substantially on the
terms and conditions set forth in the Proposed Transfer Notice not later than the sixtieth
(60th) day after the Cut-Off Date or the Extended Cut-Off Date, as the case may be.
	 
	 	(h)	 	If the Electing Offeree(s) fail(s) to complete the purchase of all of the Offered Shares on
the Scheduled Completion Date in accordance with the terms of this Agreement and the applicable
Transfer Notice and such failure is not remedied within seven (7) days of the Scheduled
Completion Date, then the Offering Shareholder may sell all (but not less than all) of the
Offered Shares to the Prospective Transferee not later than the sixtieth (60th) day after the
Scheduled Completion Date. If the necessary governmental approvals to an Electing Offeree’s
purchase of any Offered Shares are not obtained within a reasonable period of time after the
end of the 60-day period following the Cut-Off Date or the Extended Cut-Off Date, as the case
may be, such Offered Shares must be re-offered to the Non-Offering Shareholders (other than the
Electing Offeree) as Offered Shares under this Clause 2.2.
	 
	 	(i)	 	Any sale to a Prospective Transferee pursuant to either Clause 2.2(g) or Clause 2.2(h)
shall be on terms and conditions (including, without limitation, the price per Share) no more
favourable to such Prospective Transferee than those set forth in the applicable Transfer
Notice received by the Non-Offering Shareholders, and the Offering Shareholder must sell all of
the Offered Shares and not some only. Concurrently with any such sale to a Prospective
Transferee who is not then a party to this Agreement and, as a condition precedent for such
Transfer, such Prospective Transferee shall comply with the provisions of Clause 2.6.
	 
	 	(j)	 	If all of the Offered Shares are not sold to any Person within the 60-day period specified
in Clause 2.2(g) or Clause 2.2(h), then the rights of the other Shareholders
under this Clause 2.2 shall be fully restored and reinstated as if










 



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	 	 	 	such offer had never been made and the Offering Shareholder must again follow the
procedures set forth in this Clause 2.2 prior to the sale of any of its Shares to
any Person, except for Transfers otherwise permitted by this Agreement.






	2.3	 	Tag-Along Rights.






	 	(a)	 	Except for a Transfer pursuant to Clause 2.1(a), 2.1(b), 2.1(c), or 2.7 of this
Agreement, Clause 7 of the TPG SPA, or Clause 4 of the Sino Link SPA, and subject always to
Clause 2.2, if at any time FEEL (”Tag-Along Seller”) proposes to Transfer Shares to a
Prospective Transferee that, when aggregated with all other Shares Transferred by such
Tag-Along Seller and its Affiliates, would result in such Tag-Along Seller owning less than
fifty percent (50%) of the then total issued and outstanding Shares, such Tag Along Seller
shall promptly give written notice to the Company (“Tag-Along Notice”) and each of the
other Shareholders at least forty-five (45) days prior to the completion of such Transfer
and shall cause the Prospective Transferee to make an offer for all of the Shares of such
other Shareholders on the same terms and conditions of the Proposed Transfer (provided that
the Investors shall only provide customary representations of title and capacity excluding
any representations or warranties with respect to the business, assets or liabilities or
financial condition of the Company) (the “Tag-Along Offer”), except that the price per
Share pursuant to the Tag-Along Offer shall be the Tag-Along Offer Purchase Price. The
Tag-Along Notice shall describe in reasonable detail the Proposed Transfer including,
without limitation, the class and number of Shares to be sold, the price and terms thereof
and the identity of the Prospective Transferee and attach a copy of the Tag-Along Offer.
Any subsequent Transfers of Shares by persons other than the Investors shall be subject to
the same tag-along right under this Clause 2.3.
	 
	 	(b)	 	Each non-Transferring Shareholder shall have a period of twenty (20) days after receipt
of a Tag-Along Notice within which to accept the Tag-Along Offer, which acceptance shall be
made by an irrevocable written notice delivered by each electing non-Transferring
Shareholder (each, a “Participant”) to the Tag-Along Seller and the Prospective Transferee
(with a copy to the Company and each of the other non-Transferring Shareholders). No holders of Series A Preferred Shares or Series B Preferred Shares shall be
entitled to sell Series A Preferred Shares or Series B Preferred Shares pursuant to
this Clause 2.3, but shall be permitted to convert or exercise its applicable
portion of Series A Preferred Shares or Series B Preferred Shares for Ordinary
Shares concurrently with, and subject to, the consummation of the Proposed
Transfer, in which case each of the other Shareholders shall take all such steps
necessary to be taken by each of them respectively in order to give effect to such
conversion or exercise.
	 
	 	(c)	 	Each Participant shall effect its participation in the Transfer by delivering to the
Tag-Along Seller (to hold in trust as agent for such Participant), at least three
(3) Business Days prior to the date scheduled for such Transfer as set forth in the
Tag-Along Notice, one (1) or more share transfer certificate(s) duly executed by the
Participant, together with any share certificates, representing










 



Page 14


	 	 	 	the Shares which such Participant is entitled to Transfer in accordance with Clause
2.3(b). Such certificate or certificates or other instruments, as applicable, shall
be delivered by the Tag-Along Seller to the Proposed Transferee on the date
scheduled for such Transfer in consummation of the Transfer pursuant to the terms
and conditions specified in the Transfer Notice and such Proposed Transferee shall
remit to each such Participant the portion of the sale proceeds to which such
Participant is entitled by reason of its participation in such sale. The completion
of the Transfer by the Tag-Along Seller and the Transfer by each Participant shall
occur simultaneously. The Tag-Along Seller and the Participants shall be
responsible for their respective pro rata portions of the aggregate transaction
costs and expenses incurred by the Tag-Along Seller and the Participants in
connection with such Transfers and the Tag-Along Seller and the Participants shall
reimburse the other to the extent required to give effect to such expense
allocation. For purposes of this Clause 2.3(c), “pro rata portion” shall mean for
each Participant a fraction, the numerator of which is the number of Shares to be
Transferred by such Participant pursuant to this Clause 2.3 and the denominator of
which is the total number of Shares to be Transferred pursuant to this Clause 2.3.






	 	(d)	 	The non-exercise of the rights of any of the non-Transferring Shareholders to
participate in one (1) or more Transfers of Shares under this Clause 2.3 shall not
adversely affect its right to participate in subsequent Transfers of Shares subject to this
Clause 2.3.
	 
	 	(e)	 	The Tag-Along Seller shall not be permitted to Transfer Shares in circumstances where
Clause 2.3 is applicable unless the sale of Shares by Participants exercising their rights
under this Clause 2.3 is effected simultaneously, and any attempted Transfer by the
Tag-Along Seller in violation hereof shall be null and void.
	 
	 	(e)	 	Notwithstanding anything contained in this Clause 2.3 to the contrary, there shall be no liability on the part of
the Tag-Along Seller to any other Shareholder in the event no Shares are sold (by any of
the Tag-Along Seller or any Participant) to the Proposed Transferee even if the provisions
of this Clause 2.3 have been triggered.






	2.4	 	Restrictive Legend.
	 
	 	 	Each certificate representing the Shares or any other securities issued in respect of
the Shares upon any stock splits, stock dividend, recapitalisation, merger or similar
event, shall be stamped or otherwise imprinted with a legend in substantially the following
form (in addition to any legends required by agreement or by applicable securities laws):
	 
	 	 	THE SHARES REPRESENTED BY THIS SHARE CERTIFICATE ARE
SUBJECT TO AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECOND AMENDED AND RESTATED
SHAREHOLDERS’ AGREEMENT DATED AS OF MARCH 10, 2010, AMONG THE HOLDER OF THIS CERTIFICATE,
CERTAIN OTHER SHAREHOLDERS OF THE COMPANY, MI ENERGY CORPORATION, AND THE COMPANY.
	 
	2.5	 	Authorisation; Effect of Failure to Comply.
















 





Page 15




	 	(a)	 	The Shareholders shall cause the Company to take any and all steps for and
on behalf of a transferring Shareholder to give effect to the Transfer of Shares pursuant
to this Clause 2.
	 
	 	(b)	 	Any Proposed Transfer not made in compliance with the requirements of this Agreement
shall be null and void ab initio, shall not be recorded on the books of the Company or its
transfer agent and shall not be recognized by the Company. Each Party acknowledges and
agrees that any breach of this Agreement would result in substantial harm to the other
Parties for which monetary damages alone could not adequately compensate. Therefore, the
Parties unconditionally and irrevocably agree that any non-breaching Party shall be
entitled to seek protective orders, injunctive relief and other remedies available at law
or in equity (including, without limitation, seeking specific performance or the rescission
of purchases, sales and other Transfers of Shares not made in strict compliance with this
Agreement).
	 
	 	(c)	 	If any Shareholder becomes obligated to sell any Offered Shares to any Exercising
Offeree under this Agreement and fails to deliver a share transfer certificate duly
executed by the Shareholder, together with any share certificates, representing such
purchased Offered Shares and Transfer the Offered Shares in accordance with the terms of
this Agreement, such Exercising Offeree may, at its option, in addition to all other
remedies it may have, send to such Shareholder the purchase price for such Offered Shares
as is herein specified and request the Company to redeem and cancel on its books the
relevant Shares to be sold and issue the relevant Shares to such Exercising Offeree.






	2.6	 	Adherence on Transfer or Issue.






	 	(a)	 	Any Transfer of Shares (other than a Transfer of Shares pursuant to Clause 2.1(c))
shall require the prior adherence by the transferee to the terms of this Agreement. The
transferee to whom a Shareholder is to Transfer Shares shall execute and deliver to each
other Shareholder and the Company an agreement of adherence to this Agreement, in form and
substance reasonably satisfactory to the Company, indicating such transferee’s agreement to
be bound by the terms hereof in the same manner as the transferring Shareholder and shall
thereby become bound by the terms and conditions of this Agreement as a Party and a
Shareholder hereunder and be entitled to the same rights to the same extent and in the same
manner as the transferring Shareholder.
	 
	 	(b)	 	Any issue of Shares by the Company to a Person who is not already a Party and a
Shareholder shall require the prior adherence by such Person to the terms of this
Agreement. Such Person shall execute and deliver to each Shareholder and the Company an
agreement of adherence to this Agreement, in form and substance reasonably satisfactory to
the Company, and shall thereby become bound by the terms and conditions of this Agreement
as a Party and a Shareholder hereunder and be entitled to the same rights to the same
extent and in the same manner as a Shareholder.






	2.7	 	Exempt Transfers.










 



Page 16








	 	(a)	 	Notwithstanding anything to the contrary herein, the foregoing provisions of this
Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an
Affiliate provided, however, that any such Transfer shall be in accordance
with each of the following terms:






	 	(1)	 	such Shareholder shall provide written notice of such Transfer to each other
Shareholder;
	 
	 	(2)	 	the transferee to whom the Shareholder is to Transfer the Shares is a
Non-Competing Person and shall execute and deliver to each other Shareholder and
the Company an adherence agreement to this Agreement, in form and substance
reasonably satisfactory to the Company, indicating such transferee’s agreement to
be bound by the terms hereof and shall thereby become bound by the terms and
conditions of this Agreement as a Party and a Shareholder hereunder in the same
manner as the transferring Shareholder and be entitled to the same rights to the
same extent and in the same manner as the transferring Shareholder;
	 
	 	(3)	 	such Shareholder shall remain bound by its obligations under this Agreement;
and
	 
	 	(4)	 	if any such transferee Affiliate shall cease to be an Affiliate of such
Shareholder, any Shares held by such transferee shall be promptly retransferred to
such Shareholder or transferred to another of such Shareholder’s Affiliates.






	 	(b)	 	Notwithstanding anything to the contrary herein, the provisions of this Clause 2
shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after
a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the
CITIC KaWah Facility.






	3.	 	PREEMPTION RIGHTS
	 
	3.1	 	Preemption Rights. The Company hereby grants to each Shareholder the right to purchase
a pro rata portion (based on its Shareholding Percentage) of New Securities that the Company may,
from time to time propose to sell and issue.
	 
	3.2	 	Preemption Rights Procedure. The preemption rights granted under this Clause 3 shall
be subject to the following provisions:






	 	(a)	 	In the event that the Company proposes to undertake an issuance of New Securities, it
shall give each Shareholder written notice of its intention, describing the type of New
Securities, the price, and the general terms upon which the Company proposes to issue the
same. Each Shareholder shall have thirty (30) days after receipt of such notice (the
“Preemption Cut-Off Date”) to agree to purchase up to its pro rata portion (based
on its Shareholding Percentage) of such New Securities at the price and upon the terms
specified in the notice by giving written notice to the Company and stating therein
the quantity of New Securities to be purchased. If a Shareholder fails to exercise










 



Page 17


	 	 	 	the right to purchase its full pro rata portion (based on its Shareholding
Percentage) of the New Securities, each of the other participating Shareholders may
exercise an additional right to purchase, on a pro rata basis (based on the
proportion its Shareholding Percentage bears to the aggregate Shareholding
Percentage of the participating Shareholders), the New Securities not previously
purchased.
	 
	 	(b)	 	If some (but not all) of the Shareholders do not elect to purchase their pro rata
portion of such New Securities by the Preemption Cut-Off Date, each of the participating
Shareholders shall have the right, exercisable for a period of fifteen (15) days after the
Preemption Cut-Off Date (the last day of which shall be the “Extended Preemption
Cut-Off Date”), to purchase all or any portion of the New Securities not purchased by
the participating Shareholders pursuant to Clause 3.2(a) pro rata (based on the proportion
its Shareholding Percentage bears to the aggregate Shareholding Percentage of the other
participating Shareholders).
	 
	 	(c)	 	If none of the Shareholders have exercised their right to purchase the New Securities
by the end of the Preemption Cut-Off Date or the collective participating Shareholders have
not offered to purchase all of the New Securities by the end of the Extended Preemption
Cut-Off Date (such unpurchased New Securities, the “Remaining New Securities”),
then the Company may sell all (but not less than all) of the Remaining New Securities to a
third Person.
	 
	 	(d)	 	Regardless of whether the Shareholders exercise their preemption rights granted under
this Clause 3 by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (as
the case may be), the Company shall have sixty (60) days after the Extended Preemption
Cut-Off Date to sell (or enter into an agreement pursuant to which the sale of New
Securities covered thereby shall be closed, if at all, within sixty (60) days from the date
of said agreement) the New Securities at a price and upon terms no more favourable to the
purchasers thereof than specified in the Company’s notice to the Shareholders,
provided that such purchaser(s) shall execute and deliver to each other Shareholder
and the Company an instrument of ratification and accession to this Agreement, in form and
substance satisfactory to the Shareholders, indicating such purchaser’s agreement to be
bound by the terms hereof and shall thereby become bound by the terms and conditions of
this Agreement. In the event the Company has not sold the New Securities within such
60-day period (or sold and issued New Securities in accordance with the foregoing within
sixty (60) days from the date of such agreement) the Company shall not thereunder issue or
sell any New Securities without first offering such New Securities to the Shareholders in
the manner provided above. The completion of the sale of New Securities to the
participating Shareholders and other purchasers shall occur simultaneously.
	 
	 	(e)	 	The preemption rights granted under this Clause 3 shall expire immediately upon the
occurrence of a Qualified IPO or a Trade Sale.






	4.	 	[Intentionally left blank.]










 



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	5.	 	COVENANTS
	 
	5.1	 	Information Rights. The Company shall furnish to each Shareholder having, when
aggregated with the Shareholding Percentages of its Affiliates, a Minimum Shareholding Percentage,
provided, however, that so long as Sino Link holds Shares of the Company, the
Company shall also furnish to Sino Link:






	 	(a)	 	monthly Management Accounts (where available) and quarterly operations reports within
thirty (30) days of the end of each quarterly period, each prepared in a manner consistent
with the manner in which such accounts and reports were prepared prior to the date thereof;

	 
	 	(b)	 	annual audited financial reports (including the notes, reports, statements and other
documents which are required by law or applicable accounting standards to be, or are
otherwise, annexed to the same) of the Company and of each of the Company’s Subsidiaries,
and any revisions and/or supplements to the same, within one hundred and twenty (120) days
of the end of each financial year, prepared in a manner consistent with the manner in which
such reports were prepared prior to the date thereof;
	 
	 	(c)	 	annual budgets (including the notes, reports, statements and other documents which are
annexed to the same) of the Company and of each of the Company’s Subsidiaries, and any
updates, revisions and/or supplements to the same, within thirty (30) days after
finalization of the annual budget prepared in the ordinary course of business and in a
manner consistent with the manner in which the JMC Budgets were prepared prior to the date
thereof; and
	 
	 	(d)	 	any other information required to be furnished to shareholders of an exempted company
under the laws of the Cayman Islands.






	5.2.	 	Access to Company Records. The Company shall furnish to each Shareholder having, when
aggregated with the Shareholding Percentages of its Affiliates, a Minimum Shareholding Percentage
with reasonable visitation and inspection rights to any of the properties of the Company and its
Subsidiaries, including the books of account, and the right to discuss the Company’s and its
Subsidiaries’ business affairs, finances and accounts with the Company’s and its Subsidiaries’
officers or directors, at such times as such Shareholder may reasonably request.
	 
	5.3	 	Employee Share Option Scheme. The Company shall adopt an employee incentive scheme
pursuant to which the Company may issue Shares or options for Shares constituting up to 5% of the
share capital of the Company as of the date hereof pursuant to a plan approved by the Board
(“Company Employee Share Option Scheme”), provided that such issuance of Shares or
options for Shares shall not result in any one person receiving such Shares holding an aggregate
Shareholding Percentage exceeding 2%.
	 
	5.4	 	Offshore Payments. The Company and MIE shall ensure that all revenues relating to the
Daan Production Sharing Contract is paid in US$ into a bank account established outside of the PRC
(an “Offshore Bank Account”) in the name of MIE, but only to the extent required by the
CITIC KaWah Facility or to the extent that such remittance to










 



Page 19


	 	 	an Offshore Bank Account is commercially reasonable for the operation of MIE’s business.
Subject to the required approvals being obtained, which approvals the Company and MIE shall
use their commercially reasonable endeavours to obtain as soon as reasonably practicable in
accordance with the CITIC KaWah Facility, the Company and MIE shall further ensure that all
revenues relating to all other Production Sharing Contracts to which any member of the MIE
Group is or may in the future be a party is paid in US$ into an Offshore Bank Account in
the name of the relevant member of MIE Group, but only to the extent required by the CITIC
KaWah Facility or to the extent that such remittance to an Offshore Bank Account is
commercially reasonable for the operation of the relevant member of MIE Group.






	5.5	 	General Covenants. Each of the Company and MIE shall use their commercially reasonable
endeavours to carry out the following matters within six (6) months of the date of the completion
under the TPG SPA:






	 	(a)	 	following completion of the amendment to the MIE Business License pursuant to (a)(i)
above, apply to Beijing SAFE to change the description of business scope and operation term
recorded on MIE’s foreign exchange registration certificate to be consistent with the MIE
Business License;
	 
	 	(b)	 	register in the PRC trademarks and other intellectual property rights of MIE;
	 
	 	(c)	 	enter into appropriate employment contracts with all senior employees of MIE to the
standard required to satisfy requirements for a listing on a Recognised Stock Exchange;
	 
	 	(d)	 	cause the FEEL Shareholders to file the details of the Debt Settlement Transactions and
the related capital change in MIE Group with, and to the extent practicable or
permissible, obtain all necessary registrations related thereto from, Jilin SAFE; and
	 
	 	(e)	 	adopt and establish internal and management controls of the Company and MIE to the
standard required to satisfy requirements for a Qualified IPO.






	5.6	 	Termination of Rights. The rights granted under Clauses 5.1 and 5.2 shall expire
immediately upon the occurrence of a Qualified IPO or a Trade Sale.
	 
	6.	 	BOARD OF DIRECTORS
	 
	6.1	 	Number of Directors. The number of Directors holding office at any one time shall be
five (5), unless otherwise agreed by all of the Shareholders.
	 
	6.2	 	Board Composition. So long as the Company is not listed on any stock exchange, the
Board shall be comprised of members nominated by the Shareholders whereby the number of nominated
Directors by each Shareholder shall be as nearly as practicable in proportion to such Shareholder’s
Shareholding Percentage (for which purposes a Shareholder may aggregate the Shareholding
Percentages of some or all of its Affiliates provided those Affiliates do not also exercise their
nomination rights) provided that any Director nominated by a Shareholder shall have
acceptable qualifications to serve on the Board, and provided further that:










 



Page 20








	 	(a)	 	so long as TPG and its Affiliates shall have an aggregate Shareholding
Percentage of at least five percent (5%), at least one (1) Director will be nominated
by TPG (the “TPG Director” ) ; and
	 
	 	(b)	 	Four (4) Directors will be nominated by FEEL (the “FEEL Directors”),
so long as FEEL or its Affiliates shall remain a Shareholder; 






	 	 	provided,
however, that FEEL shall always be entitled to nominate a majority of the
Directors so long as FEEL and its Affiliates holds a majority of the Shareholding
Percentage of the Company.
	 
	6.3	 	Appointment of Directors. In the event of the appointment of a Director nominated in
accordance with Clause 6.2, the Shareholders shall vote their Shares to cause the appointment to
the Board of the Director so designated for appointment by the appropriate Shareholder.
	 
	6.4	 	Removal of Directors. A Director may be removed and replaced at any time by the
Shareholder that has nominated such Director in accordance with the provisions of the Companies
Law. If a Director becomes disqualified under applicable law, his position of Director shall be
vacated and the Shareholder that nominated such Director shall nominate a new Director in
accordance with Clause 6.2 and the Shareholders shall vote their Shares to cause the election to
the Board of any such new Director.
	 
	6.5	 	Method of Nomination and Removal. Nominations and removals of Directors shall be by
written memorandum signed by the relevant Shareholder(s) and shall be effective from the time
stated in the memorandum or, if no time is stated, from the time when the memorandum is lodged at
the Company’s registered office.
	 
	6.6	 	Alternate Directors. A Director may at any time appoint another Person (including
another Director) to be his alternate and attend and vote at any meeting of the Board at which the
appointing Director is absent. Any such appointment shall be in writing (by letter or facsimile)
and shall be in effect until terminated by the appointing Director, whether in such writing or a
subsequent writing or until the Director ceases to be a director whichever is earlier.
	 
	6.7	 	Obligations Toward Directors. The Company shall:






	 	(a)	 	enter into a customary indemnification agreement with each of its Directors and
officers;
	 
	 	(b)	 	obtain directors and officers liability insurance in an amount and on terms
approved by the Board and by TPG; and
	 
	 	(c)	 	reimburse the Directors for all reasonable
out-of-pocket expenses, including travel expenses, incurred by the Directors in connection
with attending meetings of the Board.






	6.8	 	Chairman. The Chairman of the Board (the “Chairman”) shall be one of the FEEL
Directors. The Chairman shall chair all meetings of the Board; provided, however,
that if the Chairman is absent from any such meeting, one of the other FEEL Directors shall chair
such meeting.










 



Page 21


	6.9	 	Frequency of meetings; Notice. Except as otherwise provided in this Agreement, the
Board shall hold a regular meeting at least once each calendar quarter at a location the Board
shall determine. The date, time and location of any such regular meeting shall be established by
the Board and notified to each Director in writing at least fourteen (14) days in advance. Special
meetings of the Board shall be held upon the request of the Chairman or any Director upon at least
five (5) Business Days’ written notice (containing the agenda, date, time and place of the meeting)
to the Directors and shall be held at such time and place designated in such notice,
provided, however, that if any Reserved Matter is to be voted on in any meeting of
the Board, the notice for such meeting shall specify such Reserved Matter separately from other
matters.
	 
	6.10	 	Quorum. The quorum for any meeting of the Board shall be a majority of the Directors,
consisting of at least two (2) FEEL Directors and, if any, the TPG Director, each Director present
personally or by his alternate. If within half an hour of the time appointed for the meeting no
quorum is present, the meeting shall be adjourned to the same day one (1) week later at the same
time and place or to such other day or time as the Chairman may designate upon at least five (5)
days’ written notice to all of the Directors (the “Adjourned Meeting”). If at the Adjourned
Meeting no quorum is present within half an hour from the time appointed for the meeting, any two
(2) Directors present at such meeting shall constitute a quorum; provided, however,
that no action or decision shall be taken on any matter not specified in the agenda of the meeting
when it was first called.
	 
	6.11	 	Conference Meetings. Meetings of the Directors held by means of a telephone
conference which enables all persons participating in the meeting to hear each other at the same
time and to communicate with each other shall be valid as if they were attended by all Directors in
person. Such participation by any Director shall constitute presence in person at the meeting by
such Director. All meetings of the Directors shall enable Directors to participate by means of
telephone conference.
	 
	6.12	 	Board Approvals.






	 	(a)	 	Except as otherwise provided in, or delegated in accordance with, this Agreement or the
Restated Articles or required by applicable law, all matters requiring the approval of the
Board shall be subject to the approval of a majority of the Directors present and voting at
a duly convened meeting.
	 
	 	(b)	 	Any Reserved Matter shall, in addition to the approval of the
shareholders of the Company as set forth in Clause 7.4, be subject to the approval of a
majority of the Directors present and voting at a duly convened meeting at which the TPG
Director shall not have voted against such matter, provided, however, that,
unless the TPG Director agrees, no such Reserved Matter may be proposed at any such meeting
unless the notice for such meeting provided pursuant to Clause 6.9 contains reasonably
sufficient details regarding such Reserved Matter; provided further, that
the TPG Director shall not unreasonably vote against any matter falling under clause (x) of
Schedule 1 if the purpose for incurring the additional Indebtedness is for the development
of additional oilfields and other related businesses of the Company or any Material
Subsidiary. In the event that the Board cannot reach a resolution of any Reserved Matter
within thirty (30) days of the calling of the initial meeting for such matter, the
Company and the Shareholders shall reasonably










 



Page 22


	 	 	 	cooperate and use reasonable best efforts to work towards a mutually agreeable
resolution.
	 
	 	(c)	 	Notwithstanding anything in this Agreement to the contrary, all matters relating to the
Qualified IPO will be subject to Board approval pursuant to Clause 6.12(a) and not be
considered a Reserved Matter subject to consent pursuant to Clause 6.12(b), except for the
matter as set forth in clause (xx) of Schedule 1 which shall be considered a Reserved
Matter subject to consent pursuant to Clause 6.12(b).
	 
	 	(d)	 	Each Director shall have one (1) vote and no Director shall have a casting vote. 
	 
	 	(e)	 	The Company shall cause its Subsidiaries not to act with respect to Reserved Matters except
in accordance with Clause 6.12(b).






	6.13	 	Written Resolution. The Board may take action by written resolution signed and
approved by all of the Directors in lieu of holding a meeting. Such written resolution may be
signed in counterparts.
	 
	6.14	 	Board Information. The Board shall distribute (a) the minutes of any meetings of the
Joint Management Committee under each of the Production Sharing Contracts to each of the Directors
and (b) the technical reports received by the Company from time to time, including but not limited
to, reserves updates.
	 
	6.15	 	Business Opportunity. TPG shall have the right to, and shall have no duty not to,
engage in the same or similar business activities or lines of business as the Company or MIE,
including those deemed to be competing with the Company or MIE, and in the event that TPG (or any
of its Affiliates or appointed Directors) acquires knowledge of a potential transaction or matter
that may be a corporate opportunity for the Company, TPG (and its Affiliates and appointed
Directors) shall have no duty (contractual or otherwise) to communicate or present such corporate
opportunity to the Company and shall not be liable for breach of any duty (contractual or
otherwise) by reason of the fact that TPG (or any of its Affiliates) directly or indirectly pursues
or acquires such opportunity for itself, directs such opportunity to another Person, or does not
present such opportunity to the Company. Notwithstanding the foregoing, to the extent that TPG
acquires knowledge of a potential transaction or matter that is likely to be a corporate
opportunity for the Company solely as a result of an employee or agent of TPG (or any of its
Affiliates) attending board meetings of the Company in his or her capacity as a director of the
Company, then TPG will not pursue such opportunity for itself, or direct such opportunity to
another Person, unless the Company has declined to pursue such opportunity or fails to actively
pursue such opportunity within fifteen (15) days after it is notified by TPG about its interest in
the opportunity.
	 
	7.	 	MEETINGS OF SHAREHOLDERS
	 
	7.1	 	General Meeting. A General Meeting of the shareholders of the Company (the “Annual
General Meeting”) shall be held once in every calendar year and not later than fifteen (15)
months after the holding of the last preceding Annual General Meeting.










 



Page 23


	7.2	 	Extraordinary Meetings. Extraordinary meetings of the shareholders of the Company
shall be held upon the request of the Chairman, the TPG Director or any two Directors (or as
otherwise required pursuant to the provisions of the Companies Law) upon at least fourteen (14)
days written notice (containing the agenda, date, time and place of the meeting) to all
shareholders of the Company and shall be held at such time and place designated in such notice,
with attendance in person or by telephone or by proxy or corporate representative;
provided, however, that, subject to applicable law, such fourteen (14) day notice
requirement may be waived by shareholders of the Company having an aggregate Voting Percentage of
not less than ninety percent (90%) in a particular case. Any notice period referred to above shall
exclude both the day on which the notice is served or deemed to be served and the day for which the
notice is given.
	 
	7.3	 	Quorum. The quorum for any meeting of the shareholders of the Company shall be shareholders of
the Company whose aggregate Voting Percentage is not less than sixty-six and two-thirds percent (662/3%) present personally or by duly appointed proxy, attorney or representative, provided,
however, that for the Shareholders Meeting to be validly convened, TPG shall be present or
represented . If within half an hour of the time appointed for the meeting no quorum is present,
the meeting shall be adjourned to the same day one (1) week later at the same time and place or to
such other day or time as the Chairman may designate upon at least five (5) days’ written notice to
all of the shareholders of the Company. If at the adjourned meeting no quorum is present within
half an hour from the time appointed for the meeting, shareholders of the Company whose Voting
Percentage is not less than sixty-six and two-thirds percent (662/3%) present or represented at such
meeting shall constitute a quorum; provided, however, that no action or decision
shall be taken on any matter not specified in the agenda of the meeting when it was first called.
	 
	7.4	 	Shareholder Approval.






	 	(a)	 	Except as required by applicable law, any action by the shareholders of the Company at
any General Meeting or extraordinary meeting shall require the approval of shareholders of
the Company having an aggregate Voting Percentage of more than fifty percent (50%) present
and voting at a validly held meeting, and all special resolutions by the shareholders of
the Company shall require the approval of shareholders of the Company having an aggregate
Voting Percentage of more than sixty-six and two-thirds percent (662/3%) present and voting
at a validly held meeting; provided, however, that a special resolution for
the approval of any Reserved Matter at a duly convened meeting shall also require that any
Shares held and represented at the requisite meeting by TPG be voted in favor of such
matter or abstained, for so long as there is a TPG Director.
	 
	 	(b)	 	In the event that a resolution of the shareholders at a meeting is required pursuant to
applicable law in respect of any Reserved Matter, no resolution shall be put forth at any
meeting of the shareholders and no written resolution of shareholders shall be passed in
respect thereof unless such matter has been approved by the Board in accordance with Clause
6.12(b).






	7.5	 	Written Resolution. Except as otherwise required by applicable law, a resolution
in writing (circulated to all the shareholders of the Company) approved and signed by all










 



Page 24


	 	 	the shareholders of the Company shall be valid and effectual as if it had been a resolution
passed at a meeting of the shareholders of the Company duly convened and held.
	 
	7.6	 	Chairman. The Chairman of the Board for the time being shall also preside as chairman
at any General Meeting. If the Chairman of the Board is absent at any General Meeting, a Director
shall act as the chairman.
	 
	8.	 	DIVIDENDS




Subject always to the provisions in Clauses 6 and 7:





	8.1	 	The Preferred Shares shall accrue dividends as determined by the Board.
	 
	8.2	 	Notwithstanding Clause 8.1 above, the Preferred Shares shall be entitled to participate pro
rata in any dividends paid on the Ordinary Shares on an as-if-converted basis, in which case, the
Preferred Shares shall confer upon the holders thereof the right, in priority to any rights of the
holders of any other class of Shares (including the Ordinary Shares), to receive such dividends;
provided however, during the period commencing on the Shareholding Effective Date and ending on the
earlier of (i) the date of the closing of the Qualified IPO or (ii) the date of the one year
anniversary of the Shareholding Effective Date, if the holders of the Series A Preferred Shares,
voting as a class, elect (at their sole and absolute discretion) not to receive such dividends,
then all holders of the Preferred Shares shall also not be entitled to participate pro rata in any
dividends paid by the Company.
	 
	9.	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 
	9.1	 	Announcements. No announcement, press release or circular in connection with the
existence or the subject matter of this Agreement shall be made or issued by or on behalf of any
Party without prior consultation with the other Parties. This shall not affect any announcement,
press release or circular required by law or any regulatory body or the rules of any stock exchange
but the Party with an obligation to make an announcement or issue a press release or circular shall
consult with the other Parties insofar as is reasonably practicable before complying with such an
obligation.
	 
	9.2	 	Confidentiality. Subject to Clause 9.3, each Party shall treat as confidential and not
disclose or use any information received or obtained as a result of entering into this Agreement
(or any agreement entered into pursuant to this Agreement) which relates to the provisions of this
Agreement and any agreement entered into pursuant to this Agreement or the existence and
negotiations relating to this Agreement (and such other agreements).
	 
	9.3	 	Exceptions to Confidentiality. Clause 9.2 shall not prohibit disclosure or use of any
information if and to the extent that:






	 	(a)	 	the disclosure or use is required by law, any regulatory body or the rules and/or regulations
of any stock exchange;










 



Page 25



	 	(b)	 	the disclosure or use is required for the purpose of any judicial or regulatory proceedings
arising out of this Agreement or any other agreement entered into under or pursuant to this
Agreement or the disclosure is reasonably required to be made to a taxation authority in
connection with the taxation affairs of the disclosing Party;
	 
	 	(c)	 	the disclosure is made to (i) the Company’s Directors, officers, employees, legal counsel,
advisors and existing lenders, (ii) any of the Shareholders and any of the Shareholders’
respective shareholders, partners, directors, legal counsel and advisors, or (iii) a bona fide
prospective purchaser of Shares, on terms that such Persons undertake to comply with the
provisions of Clause 9.2 in respect of such information as if they were a party to this
Agreement;
	 
	 	(d)	 	the information becomes publicly available (other than by breach of this Agreement);
	 
	 	(e)	 	the other Parties have given prior written approval to the disclosure or use; or
	 
	 	(f)	 	the disclosure is made to MIE’s lenders under the CITIC KaWah Facility.






	10.	 	NOTICES
	 
	 	 	All notices, consents, and other communications under or pursuant to this Agreement
(“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 TPG, to	:	TPG Star Energy Ltd.
	 

	 	 	301 Commerce Street, Suite 3300
	 

	 	 	Fort Worth, Texas 76102
	 

	 	 	Fax: (817) 871-4001
	 

	 	 	Attention: Mr. Clive D. Bode
	 
	 	 	 
	 

	 	 	with a copy to:
	 
	 	 	 
	 

	 	 	TPG Growth Capital (Asia) Limited
	 

	 	 	57th Floor, Two International Finance Centre
	 

	 	 	8 Finance Street, Central, Hong Kong
	 

	 	 	Fax: (852) 3515-8999
	 

	 	 	Attention: Mr. Stephen Law
	 
	 	 	 
	 

	 	 	and
	 
	 	 	 
	 

	 	 	Cleary Gottlieb Steen & Hamilton LLP
	 

	 	 	Bank of China Tower
	 

	 	 	One Garden Road, Hong Kong












 



Page 26


	 	 	 	 
	 
	 	 	Fax: (852) 2160-1008
	 
	 	 	Attention: Mr. Sang Jin Han
	 
	 	 	 
	 
	if to Sino Link, to	:	c/o 14/F, Capital Mansion
	 
	 	 	6 Xinyuan Nanlu
	 

	 	 	Chaoyang District, Beijing 100004
	 

	 	 	PRC
	 

	 	 	Fax: (8610) 8486 1690
	 

	 	 	Attention: Mr. Lu Chunqing
	 
	 	 	 
	 

	If to Harmony
	:	Suites 7003-7005, 70th Fl Two International
	 

	 	 	Finance Centre
	 

	 	 	8 Finance St, Central
	 

	 	 	Hong Kong
	 

	 	 	Fax: (852) 2110 9677
	 

	 	 	Attn: Mr. Fan Lei
	 
	 	 	 
	 

	if to FEEL, to
	:	Far East Energy Limited
	 

	 	 	Suite 406, Block C Grand Place
	 

	 	 	5 Hui Zhong Road
	 

	 	 	Chaoyang District, Beijing 100101
	 

	 	 	PRC
	 

	 	 	Facsimile: (8610) 5123 8866
	 

	 	 	Attention: Mr. Zhang Ruilin
	 
	 	 	 
	 

	if to MIE, to
	:	MI Energy Corporation
	 

	 	 	Suite 406, Block C Grand Place
	 

	 	 	5 Hui Zhong Road
	 

	 	 	Chaoyang District, Beijing 100101
	 

	 	 	PRC
	 

	 	 	Facsimile: (8610) 5123 8866
	 

	 	 	Attention: Mr. Forrest Dietrich
	 
	 	 	 
	 

	 	 	with a copy to:
	 
	 	 	 
	 

	 	 	White & Case LLP
	 

	 	 	19th Floor, Tower 1 of China Central Place
	 

	 	 	81# Jianguo Lu, Chaoyang District, Beijing
	 

	 	 	100025, China
	 

	 	 	Facsimile: (8610) 5969 5760
	 

	 	 	Attention: Mr. Li Xiaoming / Ms. Vivian Tsoi
	 
	 	 	 
	 

	if to the Company, to
	:	MIE Holdings Corporation
	 

	 	 	Suite 406, Block C Grand Place
	 

	 	 	5 Hui Zhong Road
	 

	 	 	Chaoyang District, Beijing 100101
	 

	 	 	PRC
	 

	 	 	Facsimile: (8610) 5123 8866
	 

	 	 	Attention: Mr. Zhang Ruilin












 



Page 27


	 	 	 	 
	 

	 	 	with a copy to:
	 
	 	 	 
	 

	 	 	White & Case LLP
	 

	 	 	19th Floor, Tower 1 of China Central Place
	 

	 	 	81# Jianguo Lu, Chaoyang District, Beijing
	 

	 	 	100025, China
	 

	 	 	Facsimile: (8610) 5969 5760
	 

	 	 	Attention: Mr. Li Xiaoming / Ms. Vivian Tsoi







	11.	 	GOVERNING LAW AND PRIORITY
	 
	11.1	 	Governing Law and Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of laws principles.
	 
	11.2	 	Priority. The Parties hereby agree that in the event of any conflict, discrepancy or
inconsistency between the Restated Articles and this Agreement, the terms hereof shall prevail for
all purposes of this Agreement. In the event of any such conflict, discrepancy or inconsistency,
the Parties agree, to the extent permitted by applicable law, to amend the Restated Articles to
reflect the terms of this Agreement. Nothing contained in this Agreement shall be deemed to
constitute an amendment of the Restated Articles.
	 
	12.	 	TERMINATION OF AGREEMENT
	 
	12.1	 	Termination. This Agreement shall terminate:






	 	(i)	 	upon the written agreement of the Parties;
	 
	 	(ii)	 	upon the
liquidation of the Company;
	 
	 	(iii)	 	upon the consummation of a
Qualified IPO;
	 
	 	(iv)	 	upon a Trade Sale; or
	 
	 	(v)	 	with respect to any Shareholder, if such Shareholder and its Affiliates no longer own
any Shares;






	 	 	provided, however, that Clauses 9, 11, 12 and 13 shall survive
any termination hereof.
	 
	12.2	 	Effect of Termination. Upon termination of this Agreement as provided in Clause
12.1, the rights and privileges granted to and the obligations imposed upon each of the
Shareholders in this Agreement shall immediately terminate; provided,
however, except as otherwise agreed by the relevant Parties, no termination of this
Agreement shall release any Party from any liability to any other Party which at the time
of such termination has already accrued, nor affect in any way the survival of any right,
duty or obligation of any Party which is expressly stated elsewhere in this Agreement to
survive the termination hereof.










 



Page 28


	13.	 	ARBITRATION
	 
	13.1	 	Amicable Settlement. Any and all disputes, controversies and conflicts between the
Parties arising out of or relating to or in connection with this Agreement and the performance or
non-performance of the obligations set forth herein shall, so far as is possible, be settled
amicably between the Parties within thirty (30) days after written notice of such dispute,
controversy or conflict has been given by one Party to the other Parties.
	 
	13.2	 	Arbitration Procedure.






	 	(a)	 	Failing an amicable settlement thereof within the 30-day period specified in Clause
13.1, any and all disputes, controversies and conflicts arising out of or in connection
with this Agreement or its performance (including the validity of this Agreement) shall be
settled by three (3) arbitrators under the UNCITRAL Arbitration Rules (the “UNCITRAL
Rules”) in accordance with the Hong Kong International Arbitration Center
(“HKIAC”) Procedures for the Administration of International Arbitration in force
at the date of this Agreement. The place of arbitration shall be Hong Kong and the
language used in the arbitral proceedings shall be English. The HKIAC shall act as the
administering institute.
	 
	 	(b)	 	The arbitrators shall be appointed by mutual consent of the Parties involved in the
arbitration in accordance with the procedures set out in the UNCITRAL
Rules regarding the appointment of arbitrators, failing which the appointing
authority shall be HKIAC.
	 
	 	(c)	 	The arbitral proceedings shall accord to each of the Parties the right to provide
witnesses, including expert witnesses, the right of cross-examination of witnesses and the
right to make both written and oral submissions.
	 
	 	(d)	 	The arbitral award made and granted by the arbitrator shall be final, binding and
incontestable and may be used as a basis for judgment thereon in Hong Kong or elsewhere.
All costs of arbitration (including, without limitation, those incurred in the appointment
of the arbitrator) shall be apportioned in the arbitral award.






	13.3	 	Court Action. By agreeing to arbitration, the Parties do not intend to deprive
any court of competent jurisdiction of its ability to issue any form of provisional remedy,
including but not limited to a preliminary remedy in aid of arbitration, or order any interim
injunction and a request for such provisional remedy or interim injunction by the Parties to a
court shall not be deemed a waiver of this agreement to submit to arbitration.
	 
	13.4	 	Continued Performance During Arbitration. During the period of submission to
arbitration and thereafter until the granting of the arbitral award, the Parties shall, except in
the event of termination, continue to perform all their obligations under this Agreement without
prejudice to a final adjustment in accordance with the said award.
	 
	13.5	 	Survival. The provisions contained in this Clause 13 shall survive the termination or
expiration of this Agreement.










 



Page 29


	14.	 	CERTAIN ADDITIONAL COVENANTS OF THE PARTIES
	 
	14.1	 	Initial Public Offering. Each of the Parties shall use commercially reasonable
efforts to facilitate a Qualified IPO within twenty-four (24) months of the completion under the
TPG SPA (the “TPG Completion”). The Company shall use its commercially reasonable
endeavours (including providing all information necessary and appropriate) to obtain, if such
Qualified IPO is on the Hong Kong Stock Exchange and if feasible, private rulings from the Hong
Kong Stock Exchange that:






	 	(a)	 	MIE’s current Production Sharing Contracts will be sufficient to
demonstrate the right to use the land constituting the oilfields without PetroChina’s land use
rights certificates for listing of the shares of the Company on the Hong Kong Stock Exchange; and
	 
	 	(b)	 	FEEL’s current shareholding arrangements will be sufficient to comply with the continuity of
ownership requirements for listing of the shares of the Company on the Hong Kong Stock Exchange.






	14.2	 	Market Stand-Off Agreement. Each Shareholder shall agree to customary market
stand-off or lock-up restrictions upon a Qualified IPO as may be required by applicable rules, laws
or regulations.
	 
	14.3	 	FEEL Shareholding. At any time from and after the TPG Completion, FEEL and its
Affiliates shall maintain a Shareholding Percentage of more than fifty percent (50%) until the date
falling on the earlier of (a) the expiration date of the lock-up period applicable to TPG following
the Qualified IPO, (b) the date upon which TPG’s shareholding in the Company falls below the
Minimum Shareholding Percentage and (c) the date falling sixty (60) months from the TPG Completion
(such earlier date, the “Required Shareholding Ownership Expiration Date”). During the
period from the TPG Completion until Required Shareholding Ownership Expiration Date, the Shares
held by FEEL and its Affiliates will be free and clear of any and all Encumbrances, other than any
share charge as contemplated by the TPG SPA or the CITIC KaWah Facility.
	 
	14.4	 	MIE Shareholding. At any time from and after the TPG Completion, FEEL shall cause the
Company to, and the Company shall, legally and beneficially own all the issued and outstanding
shares of MIE until the date falling on the Required Shareholding Ownership Expiration Date.
During the period from the TPG Completion until the Required Shareholding Ownership Expiration
Date, all the issued and outstanding shares of MIE will be free and clear of any and all
Encumbrances, other than any share charge as contemplated by the CITIC KaWah Facility.
	 
	14.5	 	Consultation Rights. At least five (5) Business Days prior to the making of any
decisions in relation to (a) the appointment or removal of any directors of any member of the MIE
Group or increase of the remuneration of any of the same or (b) the recruitment, election,
dismissal or change of the remuneration or conditions of any of the following employees of any
member of the MIE Group: Zhang Ruilin, Zhao Jiangwei, the chief executive officer, the chief
financial officer, the chief operating officer, the president, any senior vice presidents or any
other persons serving similar






 











 



Page 30





	 	 	positions as listed herein, the Company shall consult with TPG prior to making such
decision.
	 
	14.6	 	Compliance with Laws. The Company shall comply with all applicable laws that are or
may be applicable to the Company’s business (including laws with respect to the environment,
occupational health and safety, international sanctions and business practices). The Company shall
implement international best practices for governance and internal controls. The Company shall not
conduct or enter into a contract to conduct any transaction with the governments or any of
sub-division thereof, agents or representatives, residents of, or any entity based or resident in
the countries that are currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company
nor MIE has financed the activities of any Person currently subject to any U.S. sanctions
administered by OFAC.
	 
	14.7	 	Further Assurances. The Shareholders shall promptly and duly execute and deliver such
documents and take, and cause the Company to take, such further action as may be required or
reasonably desirable in order to carry out effectively and accomplish the intent and purpose of
this Agreement and to establish and protect the rights and remedies created or intended to be
created under this Agreement.
	 
	14.8	 	Nominees. Each Shareholder shall procure that each of its nominees, including
Directors nominated by it, shall perform its duties in accordance with the terms and provisions of
this Agreement to the fullest extent permitted by applicable law.
	 
	14.9	 	Consents and Approvals for Share Transfers. If the Transfer of any Shares by any
Shareholder in accordance with this Agreement requires any consent, authorization, approval and
permit from, or the making of any filing or notice to, any other Person or governmental,
quasi-governmental and regulatory body, agency and authority necessary and appropriate to permit
such Transfer under applicable law, the Shareholders shall use reasonable best efforts to cause the
Company and its Subsidiaries to procure and receive prior to such Transfer, such consent,
authorization, approval or permit or makes such filing or notice.
	 
	15.	 	MISCELLANEOUS
	 
	15.1	 	Transfers, Successors and Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and permitted assigns of the
Parties (provided that as long as TPG shall be a shareholder, TPG shall have the right to assign
its rights under Clause 5 and Clause 6 to TPG Star, L.P.).
Nothing in this Agreement, express or implied, is intended to confer upon any Party other
than the Parties or their respective successors and permitted assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
	 
	15.2	 	Ownership. Each Shareholder represents and warrants that such Shareholder is the sole
legal and beneficial owner of the Shares subject to this Agreement and that no other Person has any
interest in such Shares (other than a community property interest as to which the holder thereof
has acknowledged and agreed in writing to the restrictions and obligations hereunder).











 





Page 31




	15.3	 	Further Assurances. Each Party undertakes to and with each other Party to do all
things reasonably within its power which are necessary or reasonably desirable to give full effect
to the spirit and intent of this Agreement.
	 
	15.4	 	Amendments and Waivers. All amendments and other modifications hereof or waivers of
the observance of any term hereof (either generally or in a particular instance and either
retroactively or prospectively) shall be in writing and signed by each of the Parties.
	 
	15.5	 	No Joint Venture or Partnership. Nothing in this Agreement shall constitute or be
deemed to constitute a joint venture or a partnership between any of the Parties and none of them
shall have any authority to bind the others in any way.
	 
	15.6	 	No Waiver. The failure of a Shareholder at any time to require observance or
performance by any other Shareholder of any of the provisions of this Agreement shall in no way
affect the Shareholder’s right to require such observance or performance at any time thereafter,
nor shall the waiver by any Shareholder of a breach of any provision hereof be taken or held to be
a waiver of any succeeding breach of such provision. The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
	 
	15.7	 	Severability. In case any one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of all remaining provisions contained herein shall not in any way be affected or
impaired thereby; and the invalid, illegal or unenforceable provisions shall be interpreted and
applied so as to produce as near as may be the legal, economic and commercial result intended by
the Parties.
	 
	15.8	 	Counterparts. This Agreement may be signed in any number of counterparts, each of
which is an original and all of which, taken together, constitutes one and the same instrument.
This Agreement may also be executed and delivered by facsimile signature and in any number of
counterparts, each of which shall be deemed an original and all of which, taken together,
constitutes one and the same instrument.
	 
	15.9	 	Effecting the Intentions of the Parties under this Agreement. Each Shareholder agrees
to exercise its voting rights in the Company to effect the intentions, agreements and purposes
specified herein. Each Shareholder agrees that if as a result of any applicable law the intentions
of the Parties expressed in this Agreement shall not be effected, it will take all reasonable steps
necessary to give effect to such intentions.
	 
	15.10	 	Entire Agreement. The Transaction Agreements contain the entire understanding and
agreement between the Parties with respect to the subject matter hereof and supersede and cancel
all prior oral and written agreements or representations, if any, among the Parties or any of them
relating to the subject matter thereof.
	 
	15.11	 	Share Splits, Share Dividends, etc. In the event of any issuance of the Company’s
voting securities hereafter to any of the Shareholders (including, without limitation, in
connection with any share split, share dividend, recapitalization, reorganization, or the like),
such securities shall become subject to this Agreement and shall be endorsed with
the legend set forth in Clause 2.4.











 





Page 32




	15.12	 	Costs and Attorneys’ Fees. Each Party shall pay its own expenses in connection with
the transactions contemplated by this Agreement.
	 
	15.13	 	No Liability for Election of Directors. Neither the Company or any of the
Shareholders, nor any officer, director, shareholder, partner, employee or agent of any such Party,
makes any representation or warranty as to the fitness or competence of the member of the Board
designated by any Party hereunder to serve on the Board by virtue of such Party’s execution of this
Agreement or by the act of such Party in voting for such designee pursuant to this Agreement.
	 
	15.14	 	Obligations of Investors Several. The obligations of the Investors under this
Agreement are several and no Investor shall be liable for the default of another Investor.





[Signature Page Follows]











 







IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date and year
written above.



 	 	 	 	 	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	/s/
Zhang Ruilin	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title:  	Director 	 	 
	 




 	 	 	 	 	 
	MI ENERGY CORPORATION

 	 	 
	By:  	/s/ Zhang Ruilin	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title:  	Director 	 	 
	 





	 	 	 	 	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	TPG STAR ENERGY CO-INVEST LLC

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	SINO LINK LIMITED

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 


IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date and year
written above.




	 	 	 	 	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MI ENERGY CORPORATION

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




	 	 	 	 	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	/s/
	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	TPG STAR ENERGY CO INVEST LLC 

 	 	 
	By:  	/s/
	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	SINO LINK LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	 	 	 



 









 







	 	 	 	 	 


IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date and year
written above.




	 	 	 	 	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MI ENERGY CORPORATION

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	TPG STAR ENERGY CO-INVEST LLC

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	SINO LINK LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	
For and on behalf of 


SINO LINK LIMITED

 	 	 
	/s/ 	 	 
	Authorised Signature(s)	 	 
	 	  	 	 	 
	 








 









 





	 	 	 	 	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	/s/
Ruilin Zhang	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title:  	Director 	 	 
	 



	 	 	 	 	 
	HARMONY ENERGY LIMITED

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 







	 	 	 	 	 
	 	Title:  	 	 	 
	 
	 
	HARMONY ENERGY LIMITED

 	 	 
	By:  	/s/
Che Fung
	 	 
	 	Name:  	CHE Fung 	 	 
	 	Title:  	Director 	 	 



 









 




Page 35




SCHEDULE 1




MATTERS REQUIRING SPECIAL APPROVAL OF THE BOARD




	(i)	 	Any Trade Sale, merger, consolidation, reorganization or acquisition, or any other transaction
that would constitute a change of control, of the Company or any Material Subsidiary;
	 
	(ii)	 	Any sale
of all or substantially all of the business of the Company or any Material Subsidiary;
	 
	(iii)	 	Any
material change in the scope of business of the Company or MIE;
	 
	(iv)	 	The creation, grant or issuance of any New Securities by the Company or of any shares or
rights to subscribe for, or options, warrants or other securities convertible into or exercisable
or exchangeable for, equity securities of any member of the MIE
Group (other than any creation, grant or issuance of a new series of preferred shares of
the Company (the “New Preferred Shares”); provided that, (a) the New Preferred
Shares shall only be issued to a third party investor (other than FEEL or any of its
Affiliate) which is a leading reputable international institutional investor, (b) the
aggregate principal amount, face amount or liquidation preference amount of the New
Preferred Shares shall not exceed US$20,000,000 at any time outstanding, (c) the per share
subscription price of the New Preferred Shares shall be equal to or higher than the Per
Share Subscription Price (as defined in the TPG SPA), and (d) the terms and conditions of,
or rights relating to, the New Preferred Shares (whether pursuant to the Restated Articles,
contractual or otherwise) are not more favorable than those applicable to the Series A
Preferred Shares taking into consideration the percentage of shareholding represented by
the New Preferred Shares.
	 
	(v)	 	Any redemption or repurchase by the Company of any equity securities of the
Company, other than a redemption of the Put Shares (as defined in the TPG SPA) or a redemption of
any Shares held by Sino Link pursuant to the put option granted to Sino Link under the Sino Link
SPA;
	 
	(vi)	 	Change in any rights attaching to any securities issued by the Company or granting of any
right to the holders of any securities issued by the Company if (a) the holder(s) of such rights is
FEEL or any of its Affiliates or (b) such rights are superior to the rights of the holders of the
Series A Preferred Shares;
	 
	(vii)	 	Any declaration, setting aside or payment of any dividend or other
distribution in respect of the Shares, except for the deemed dividend distribution referred to in
Clause 5.1(a)(xiv) of the TPG SPA and any additional deemed dividend distribution (which shall not
involve any cash distribution) in connection with any additional equity investment by one or more
third parties in the Company in an aggregate amount not to exceed US$12,000,000 for the sole
purpose of forgiving or writing off the MIE Loan (as defined in the TPG SPA);
	 
	(viii)	 	Any repayment
by MIE of any loan from a direct or indirect Shareholder;











 





Page 36




	(ix)	 	Incurrence of annual expenses by the MIE Group for an individual item or directly related
group of items, or any transaction, which is both outside the scope of the then current annual
budget as approved by the Joint Management Committee under the Company’s existing production
sharing contracts with China National Petroleum Corporation (the “JMC Budget”) and which
annual expenses, in the aggregate, exceeds the greater of US$10,000,000 and 10% of the then current
JMC Budget;
	 
	(x)	 	Incurring any additional Indebtedness (other than any Indebtedness incurred under
the CITIC KaWah Facility) exceeding in the aggregate US$20,000,000 during the 12-month period
following the TPG Completion and US$40,000,000 during the 24-month period following the date of the
completion under the TPG SPA;
	 
	(xi)	 	Entry by any member of the MIE Group into any transaction with
any Person involving the making of payments by or obligations or liabilities of any member of the
MIE Group outside the ordinary course of business in excess of US$15,000,000;
	 
	(xii)	 	Entry by any
member of the MIE Group into any transaction with any Affiliate or any Shareholder, director,
officer or shareholder of the Company or Affiliate of any Shareholder, director, officer or
shareholder of the Company outside the ordinary course of business, including but not limited to
the waiver or release of any rights of such member of the MIE Group and the write-off or
forgiveness of any Indebtedness owed to such member of the MIE Group (other than (a) the write-off
or forgiveness of the MIE Loan as contemplated by the TPG SPA or under paragraph (vii) above, (b)
any Pre-Approved Affiliate Transaction, and (c) any transactions between the Company and MIE to
transfer to MIE the proceeds from the sale of 2,145,749 Series A Preferred Shares to TPG);
	 
	(xiii) 	 	
Amendment of the Article of Association, Bylaws or other governing documents of any member of the
MIE Group to the extent such amendment would adversely affect the rights already granted to the
holders of Series A Preferred Shares;
	 
	(xiv)	 	Any liquidation, winding up, dissolution, receivership,
bankruptcy or any like scheme or arrangement of the Company or any Material Subsidiary;
	 
	(xv)	 	Any
appointment or removal of the auditors of the Company or any Material Subsidiary;
	 
	(xvi)	 	Any
material change to the accounting or tax policies of the Company or any Material Subsidiary, other
than any material change implemented to be in compliance with any relevant laws, rules and
regulations applicable to the Company;
	 
	(xvii)	 	The creation of any Encumbrance over any material
asset or group of
assets of, or over substantially all the undertaking of, any member of the MIE Group (save for
Encumbrances that (i) arise by operation of law, (ii) which
any member of the MIE
Group is obliged to create under the terms of the CITIC KaWah Facility) , or the giving by
any member of the MIE Group of any guarantee or indemnity in respect of the obligation of
any person (other than any guarantee or indemnity given by a member of the MIE Group in
respect of the obligations of the Company or of a wholly-owned subsidiary of the Company or
any guarantee or indemnity given by a member of the MIE Group under the terms of the TPG
SPA or the Sino Link SPA);











 




Page 37




	(xviii)	 	(i) Acquisition of the whole or any significant part of any business or undertaking or any
shares in the capital, of a company, or formation of any subsidiary company or subsidiary
undertaking, (ii) entering into any joint venture or partnership with any person, or (iii)
engagement in any kind of overseas expansion, in each case, exceeding US$20,000,000 in total
expenditure or purchase price, as the case may be;
	 
	(xix)	 	Any settlement of any material
litigation, arbitration or administrative proceeding involving any member of the MIE Group in
excess of US$3,000,000;
	 
	(xx)	 	The determination of the final price per Ordinary Share of the
Company (or the aggregate price of the number of American Depositary Receipt, Global Depositary
Receipt or other similar securities representing one Ordinary Share of the Company) to be offered
in connection with any Qualified IPO (the “Per Share IPO Price”) if and only if such Per Share IPO
Price multiplied by the total number of Ordinary Shares which TPG would hold (on an as converted
basis in accordance with the Restated Articles) upon the Qualified IPO of the Company would be less
than the sum of (i) the difference between the Subscription Price (as defined in the TPG SPA) minus
the Transaction Fees (as defined in the TPG SPA) plus (ii) thirty (30) percent per annum on such
amount compounded on an annual basis from the Completion Date (as defined in the TPG SPA) through
the closing date of such Qualified IPO of the Company; and
	 
	(xxi)	 	The delegation of any authority of
the Board, or the agreement with any Person, conditionally or otherwise, to do any of the
foregoing.















 





EXHIBIT D




TPG WAIVER LETTER



34









 





February 5, 2010




	 	 	 
	To:

	 	TPG Star Energy Ltd.
	 

	 	TPG Star Energy Co-invest LLC
	 

	 	301 Commerce Street, Suite 3300
	 

	 	Fort Worth, Texas 76102
	 

	 	Fax: (817) 871-4001
	 
	 	 
	 

	 	Attention: Clive D. Bode
	 
	 	 
	CC:

	 	MIE Holdings Corporation
	 

	 	MI Energy Corporation
	 

	 	Suite 406, Block C Grand Place
	 

	 	5 Hui Zhong Road
	 

	 	Chaoyang District, Beijing 100101
	 

	 	Fax: (8610) 5123 8866
	 
	 	 
	 

	 	Attention: Mr. Zhang Ruilin
	 
	 	 
	 

	 	White & Case LLP
	 

	 	19th Floor, Tower 1, China Central Place
	 

	 	81 Jianguo Lu, Chaoyang District
	 

	 	Beijing 100025, PRC
	 

	 	Fax: (8610) 5912 5760
	 
	 	 
	 

	 	Attention: Li Xiaoming/Vivian Tsoi
	 
	 	 
	 

	 	TPG Growth Capital (Asia) Limited
	 

	 	57th Floor, Two International Finance Centre
	 

	 	8 Finance Street, Hong Kong
	 

	 	Fax: (852) 3515-8999
	 
	 	 
	 

	 	Attention: Stephen Law
	 
	 	 
	 

	 	Cleary Gottlieb Steen & Hamilton LLP
	 

	 	Bank of China Tower
	 

	 	One Garden Road, Hong Kong
	 

	 	Fax: (852) 2160 — 1008
	 
	 	 
	 

	 	Attention: Sang Jin Han
	 
	 	 
	 

	 	Sino Link Limited
	 

	 	c/o 14/F, Capital Mansion
	 

	 	6 Xinyuan Nanlu
	 

	 	Chaoyang District, Beijing 100004, PRC
	 

	 	Fax: (8610) 8486 1690
	 
	 	 
	 

	 	Attention: Mr. Lu Chunqing
	 
	 	 
	 

	 	Harmony Energy Limited






1









 






	 	 	 
	 

	 	Suites 7003-7005, 70th Fl
	 

	 	Two International Finance Centre
	 

	 	8 Finance St, Central
	 

	 	Hong Kong
	 

	 	Attn: Mr. Fan Lei
	 

	 	Facsimile: (852) 2110 9677






Dear Sirs:



We refer to (1) the Amended and Restated Shareholders’ Agreement of MIE Holdings Corporation (the
“Restated Shareholders Agreement”) dated October 30, 2009 by and among TPG Star Energy Ltd. (“TPG
Star”), Sino Link Limited (“Sino Link”), Far East Energy Limited (“FEEL”), MI Energy Corporation
(“MIE”) and MIE Holdings Corporation (the “Company”); (2) the Agreement of Adherence dated December
15, 2009 by and among TPG, Sino Link, FEEL, MIE, the Company and TPG Star Energy Co-invest LLC
(“TPG Co-invest”, and together with TPG Star, “TPG”); and (3) the Third Amended and Restated
Memorandum and Articles of Association of the Company adopted on October 30, 2009 (the “Third
Restated Articles”). Terms defined in the Restated Shareholders Agreement shall have the same
meanings in this letter unless defined in this letter or the context otherwise requires. We are
writing to inform you that:





	1.	 	Harmony Energy Limited, a company incorporated in the British Virgin Islands and a wholly owned
subsidiary of Ever Union Capital Limited, a company incorporated in the British Virgin Islands
(“Harmony”), FEEL, MIE, the Company and Mr. Zhang Ruilin, Mr. Zhao Jiangwei and Mr. Shang Zhiguo
are finalizing a Series B Preferred Shares Purchase Agreement (the “Harmony SPA”) pursuant to
which:






	 	a.	 	FEEL intends to sell to Harmony 3,642,512 Series B Preferred Shares in the Company (the
“FEEL Sale Shares”) for an aggregate consideration of US$89,970,046.40 (the “Purchase Price”, based
on a sale price per Series B Preferred Share of US$24.70). Such Purchase Price will be paid in
cash.
	 
	 	b.	 	As FEEL is not currently a holder of Series B Preferred Shares of the
Company, FEEL intends to request that the Company repurchase 1,821,256 Ordinary
Shares of the Company that FEEL currently holds in exchange for 3,642,512 Series B
Preferred Shares in the Company (the “Series B Shares”), which FEEL then proposes
to transfer to Harmony as the FEEL Sale Shares.






	2.	 	Although FEEL holds 9,635,627 Ordinary Shares, 6,194,332 Ordinary Shares are pledged to CITIC Ka
Wah Bank Limited (“CITIC Ka Wah”) pursuant to the Share Mortgage of MIE Holdings Corporation dated
28th of July 2009 by and between FEEL as Mortgagor and CITIC Ka Wah as Offshore Security Agent and
2,064,777 Ordinary Shares are pledged to TPG Star pursuant to the Share Charge dated 9th of July
2009 by and between FEEL as Chargor and TPG Star as Secured Party (the “TPG Pledge”), and therefore only
1,376,518 Ordinary Shares held by FEEL remain unencumbered and freely transferable. FEEL therefore
intends to request that TPG Star release 444,738 Ordinary Shares (the “TPG Pledge Shares”) from the
TPG Pledge, to be repurchased and exchanged for 889,476 Series B Shares and transferred to Harmony
as a part of the FEEL Sale Shares.




2









 












	3.	 	In order to induce TPG Star to release the TPG Pledge Shares from the TPG Pledge, Harmony will
enter into a Credit Support Agreement (the “Credit Support Agreement”) with FEEL, MIE, the Company
and TPG Star, pursuant to which Harmony will guarantee the payment of Guaranteed Obligations (as
defined in the Credit Support Agreement) granted to TPG Star under the Series A Preferred Shares
Subscription and Put Option Agreement dated June 19, 2009 by and among TPG Star, FEEL, MIE and the
Company, subject to the terms and conditions of the Credit Support Agreement. As security therefor,
Harmony shall grant a charge by way of first ranking charge over 889,476 Series B Shares in favor
of TPG to secure such guarantee.
	 
	4.	 	In connection with the Harmony SPA, TPG, Sino Link, Harmony, FEEL, MIE and the Company are
finalizing a Second Amended and Restated Shareholders’ Agreement (the “Second Restated
Shareholders’ Agreement”), pursuant to which Harmony and TPG
Co-invest will be added as parties to the Second Restated Shareholders’ Agreement.
	 
	5.	 	TPG, Sino Link, Harmony, FEEL and the Company are finalizing a Fourth Amended and
Restated Memorandum and Articles of Association of the Company (the “Fourth Restated
Articles”) pursuant to which the Company will be authorized to issue Series B Preferred
Shares in which the initial conversion ratio for Series B Preferred Share to each Ordinary
Share will be 2 to 1.
	 
	6.	 	(A) Pursuant to the terms of the Restated Shareholders Agreement as adhered to by TPG Co-invest,
TPG has thirty (30) days after receipt of a Transfer Notice (as defined in Clause 2.2(a) of the
Restated Shareholders Agreement) (the “SHA Notice Period”) to elect whether to exercise its right
of first refusal to purchase its pro rata share (based on the proportion of TPG’s Shareholding
Percentage as it bears to the aggregate Shareholding Percentage of TPG and Sino Link) of the FEEL
Sale Shares (the “TPG
Pro Rata Portion of FEEL Sale Shares”) and (B) pursuant to the terms of the Third Restated
Articles, TPG has thirty (30) days after the receipt of a Transfer Notice (as defined in
Article 10(b) of the Third Restated Articles) (the “AOA Notice Period”) to elect whether to
exercise its right of first refusal to purchase the TPG Pro Rata Portion of FEEL Sale Shares.
	 
	7.	 	Further, under the Restated Shareholders Agreement, TPG, as Shareholders have thirty (30) days
(the “Pre-Emptive Right Notice Period”) after receipt of a pre-emptive right notice (“Pre-Emptive
Right Notice”) to elect to purchase their respective pro rata portions (based on their Shareholding
Percentages) of the Series B Shares that the Company intends to sell and issue to FEEL (“TPG
Pre-emption Pro Rata Portion”).
	 
	8.	 	Further, under the Restated Shareholders Agreement, the creation of Series B Shares of the
Company will constitute the creation of “New Securities” of the Company, which may only be approved
by (A) the Shareholders having an aggregate Voting Percentage of more than sixty-six and two-thirds
percent (66-2/3%) present and voting at a validly held meetings, and (B) any Shares held and
represented at the requisite meeting by TPG be voted in favor of such matter or abstained, for so
long as there is a TPG Director.
	 
	9.	 	Please confirm by signing where indicated below that, subject to the proviso contained in
this paragraph 9, you agree to each of the following as of the date of this letter:






	 	a.	 	approve the repurchase of 1,821,256 Ordinary Shares of the Company that FEEL currently
holds in exchange for 3,642,512 Series B Preferred Shares of




3









 






	 	 	 	the Company in accordance with Clause 7.4 of the Restated Shareholders Agreement, and
cause the TPG Director to approve the same in accordance with Clause 6.12 of the Restated
Shareholders Agreement;






	 	b.	 	waive your rights under Clause 3 of the Restated Shareholders Agreement to purchase
the TPG Pre-emption Pro Rata Portion of the FEEL Sale Shares that the Company intends to
issue to FEEL, and allow the Company to sell and issue to FEEL the FEEL Sale Shares;
	 
	 	c.	 	waive the Pre-Emptive Right Notice Period to elect whether to purchase the TPG
Pre-emption Pro Rata Portion and the right to receive a Pre-emptive Right Notice;
	 
	 	d.	 	(1) waive the restriction on transfer under Clause 2.1 of the Restated Shareholders
Agreement and under Article 10(a) of the Third Restated Articles to allow FEEL to sell the
FEEL Sale Shares to Harmony and (2) waive your right of first refusal under Clause 2.2 of
the Restated Shareholders Agreement and under Article 10(b) of the Third Restated Articles
to purchase the TPG Pro Rata Portion of FEEL Sale Shares from FEEL;
	 
	 	e.	 	waive the SHA Notice Period and the AOA Notice Period to elect whether to purchase
the TPG Pro Rata Portion of FEEL Sale Shares;
	 
	 	f.	 	approve the creation of Series B Shares of the Company in accordance with Clause
7.4 of the Restated Shareholders Agreement, and cause the TPG Director to approve the same in accordance with Clause 6.12 of the Restated
Shareholders Agreement, with such Series B Shares to have the rights and characteristics as
set forth in Fourth Restated Articles; and
	 
	 	g.	 	agree to release the TPG Pledge Shares from the TPG Pledge, such that such TPG
Pledge Shares may be repurchased and converted into 889,476 Series B
Shares to be transferred to Harmony as part of the FEEL Sale Shares, in
exchange for which Harmony will pledge 889,476 Series B Shares to TPG.






	 	 	provided that your agreement and waiver to the above shall be null and void ab initio
as if no such agreement or waiver has been given if any of the following shall not be fully
satisfied in accordance with the terms set forth below (and in such case, TPG shall be
entitled to all of its rights and remedies available to it under applicable law):






	 	i.	 	the Harmony SPA is executed by all the persons expressed to
be a party thereto in the form attached hereto as Exhibit A (as defined under
the Harmony SPA) to occur no later than February 8, 2010;
	 
	 	ii.	 	a letter agreement between Harmony and Messrs. Zhang,
Zhao and Shang is executed no later than February 8, 2010 by all the persons
expressed to be a party thereto in the form attached as Exhibit A to the
Harmony SPA;
	 
	 	iii.	 	the Fourth Restated Articles is duly adopted by the
Company at the Completion Date (as defined in the Harmony SPA) in the form
attached as Exhibit B to the Harmony SPA;




4









 












	 	iv.	 	the Second Restated Shareholders’ Agreement is executed at the Completion Date (as
defined in the Harmony SPA) by all the persons expressed to be a party thereto in the form
attached as Exhibit C to the Harmony SPA;
	 
	 	v.	 	Sino Link shall have executed by the Completion Date (as
defined in the Harmony SPA) a waiver of its right of first refusal and
pre-emption right under the Restated Shareholders Agreement in the form
attached hereto as Exhibit E to the Harmony SPA;
	 
	 	vi.	 	the Credit Support Agreement is executed by the Completion
Date (as defined in the Harmony SPA) by all the persons expressed to be a
party thereto in the form attached hereto as Exhibit H to the Harmony SPA;
	 
	 	vii.	 	the Deed of Partial Release and Amendment is executed and
delivered to TPG at the Completion Date (as defined in the Harmony SPA) by all
the persons expressed to be a party thereto (other than TPG) in the form
attached hereto as Exhibit F to the Harmony SPA;
	 
	 	viii.	 	the Harmony Share Charge is executed and delivered to TPG at
the Completion Date (as defined in the Harmony SPA) by all the persons
expressed to be a party thereto (other than TPG) in the form attached hereto
as Exhibit G to the Harmony SPA;
	 
	 	ix.	 	the Guaranty between Ever Union Capital Limited and FEEL is
executed no later than February 8, 2010 by all the persons expressed to be a
party thereto in the form attached as Exhibit I
to the Harmony SPA;
	 
	 	x.	 	the transactions set forth in the Harmony SPA shall have been
consummated in accordance with the terms thereof, including, without
limitation, (1) the Completion Date (as defined in the Harmony SPA) to occur
no later than March 15, 2010, and (2) the Purchase Price to be paid by Harmony
and received by FEEL in accordance with the Harmony SPA;
	 
	 	xi.	 	a Cayman law legal opinion is issued by Maples and Calder to
TPG in the form attached hereto as Exhibit B;
	 
	 	xii.	 	a British Virgin Islands
law legal opinion is issued by Maples and Calder to TPG in the form attached
hereto as Exhibit C;
	 
	 	xiii.	 	no amendment to any documents referred to in clauses (i) to
(xii) above shall be made (other than for typographical, conforming or
clarificatory changes) unless TPG has given its consent to such amendments;
	 
	 	xiv.	 	all expenses and fees incurred by TPG in connection with the transactions
contemplated under this letter shall be paid by FEEL; and






5











 






	 	xv.	 	immediately after the Completion (as defined in the Harmony SPA), the
identity of the shareholders, their respective ownership of Shares and the
Shareholding Percentage shall be as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	No. of Ordinary	 	 
	 	 	 	 	 	 	 	 	 	 	Shares legally	 	 
	 	 	No. of Series A	 	No. of Series B	 	and beneficially	 	 
	 	 	Preferred Shares	 	Preferred Shares	 	owned by the	 	 
	 	 	legally and	 	legally and	 	Shareholder	 	 
	 	 	beneficially owned	 	beneficially owned	 	immediately	 	 
	 	 	by the Shareholder	 	by the Shareholder	 	after the	 	Percentage of
	Name of	 	immediately after	 	immediately after the	 	Completion	 	Issued Share
	Shareholder/	 	the Completion	 	Completion Date (as	 	Date (as defined	 	Capital
	Address and Fax	 	Date (as defined in	 	defined in the	 	in the Harmony	 	(on as-converted
	Number	 	the Harmony SPA)	 	Harmony SPA)	 	SPA)	 	basis)
	Far East Energy Limited 

Suite 406, Block
C
Grand Place

5 Hui Zhong Road 

Chaoyang District

Beijing 100101

PRC 

Fax: (8610) 5123
8866
	 	 	-0-	 	 	 	-0-	 	 	 	7,814,371	 	 	 	64.33	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TPG Star Energy
Ltd. & TPG Star
Energy Co-invest
LLC
301
Commerce Street,
Suite 3300

Fort Worth, Texas
76102

Fax: (817) 871-
4001
	 	 	2,145,749	 	 	 	-0-	 	 	 	-0-	 	 	 	17.67	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sino Link Limited

c/o 14/F, Capital
Mansion 

6 Xinyuan Nanlu
Chaoyang District, 

Beijing 100004

P.R. China
Fax: (8610) 8486
1690
	 	 	364,373	 	 	 	-0-	 	 	 	-0-	 	 	 	3	%






6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	No. of Ordinary	 	 
	 	 	 	 	 	 	 	 	 	 	Shares legally	 	 
	 	 	No. of Series A	 	No. of Series B	 	and beneficially	 	 
	 	 	Preferred Shares	 	Preferred Shares	 	owned by the	 	 
	 	 	legally and	 	legally and	 	Shareholder	 	 
	 	 	beneficially owned	 	beneficially owned	 	immediately	 	 
	 	 	by the Shareholder	 	by the Shareholder	 	after the	 	Percentage of
	Name of	 	immediately after	 	immediately after the	 	Completion	 	Issued Share
	Shareholder/	 	the Completion	 	Completion Date (as	 	Date (as defined	 	Capital
	Address and Fax	 	Date (as defined in	 	defined in the	 	in the Harmony	 	(on as-converted
	Number	 	the Harmony SPA)	 	Harmony SPA)	 	SPA)	 	basis)
	Harmony Energy
Limited 

Suites 7003-7005,
70th Fl 

Two International
Finance Centre

8 Finance St, 

Central
Hong Kong 

Attn: Mr. Fan Lei 

Facsimile: (852)
2110 9677]
	 	 	-0-	 	 	 	3,642,512	 	 	 	-0-	 	 	 	15	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total
	 	 	2,510,122	 	 	 	3,642,512	 	 	 	7,814,371	 	 	 	100	%
	 	 	 







	10.	 	This letter is governed by the laws of the State of New York.






7












 





	 	 	 	 
	 	Yours faithfully,

 	 
	 	/s/
 	 
	 	For and on behalf of 	 
	 
	 	Far East Energy Limited 	 



 









 






We confirm the matters set out in paragraph 9 above.




	 	 	 	 
	 	 	 
	 	/s/
 	 
	 	For and on behalf of 	 
	 	TPG Star Energy Ltd. 	 
	 
	 	 	 
	 	/s/
 	 
	 	For and on behalf of 	 
	 	TPG Star Energy Co-invest LLC 	 
	 




 











 





EXHIBIT E




SINO LINK WAIVER LETTER



35









 





February 5, 2010




	 	 	 
	To:

	 	Sino Link Limited
	 

	 	c/o 14/F, Capital Mansion
	 

	 	6 Xinyuan Nanlu
	 

	 	Chaoyang District, Beijing 100004
	 

	 	PRC
	 

	 	Fax: (8610) 8486 1690
	 
	 	 
	 

	 	Attention: Mr. Lu Chunqing
	 
	 	 
	CC:

	 	MIE Holdings Corporation
	 

	 	MI Energy Corporation
	 

	 	Suite 406, Block C Grand Place
	 

	 	5 Hui Zhong Road
	 

	 	Chaoyang District, Beijing 100101
	 

	 	Fax: (8610) 5123 8866
	 
	 	 
	 

	 	Attention: Mr. Zhang Ruilin
	 
	 	 
	 

	 	White & Case LLP
	 

	 	19th Floor, Tower 1, China Central Place
	 

	 	81 Jianguo Lu, Chaoyang District
	 

	 	Beijing 100025, PRC
	 

	 	Fax: (8610) 5912 5760
	 
	 	 
	 

	 	Attention: Li Xiaoming/Vivian Tsoi
	 
	 	 
	 

	 	TPG Star Energy Ltd.
	 

	 	TPG Star Eergy Co-invest LLC
	 

	 	301 Commerce Street, Suite 3300
	 

	 	Fort Worth, Texas 76102
	 

	 	Fax: (817) 871-4001
	 

	 	Attention: Mr. Clive D. Bode
	 
	 	 
	 

	 	TPG Growth Capital (Asia) Limited
	 

	 	57th Floor, Two International Finance Centre
	 

	 	8 Finance Street, Central, Hong Kong
	 

	 	Fax: (852) 35158-8999
	 

	 	Attention: Mr. Stephen Law
	 
	 	 
	 

	 	Cleary Gottlieb Steen & Hamilton LLP
	 

	 	Bank of China Tower
	 

	 	One Garden Road, Hong Kong
	 

	 	Fax: (852) 2160 — 1008
	 
	 	 
	 

	 	Attention: Sang Jin Han






 









 






	 	 	 
	 

	 	Harmony Energy Limited
	 

	 	Suites 7003-7005, 70th Fl
	 

	 	Two International Finance Centre
	 

	 	8 Finance St, Central
	 

	 	Hong Kong
	 

	 	Attn: Mr. Fan Lei
	 

	 	Facsimile: (852) 2110 9677





Dear Sirs:



We refer to (1) the Amended and Restated Shareholders’ Agreement of MIE Holdings Corporation (the
“Restated Shareholders Agreement”) dated October 30, 2009 by and among TPG Star Energy Ltd.
(“TPG”), Sino Link Limited (“Sino Link”), Far East Energy Limited (“FEEL”), MI Energy Corporation
(“MIE”) and MIE Holdings Corporation (the “Company”) and ; (2) the Agreement of Adherence dated
December 15, 2009 by and among TPG, Sino Link, FEEL, MIE, the Company and TPG Star Energy Co-invest
LLC (“TPG Co-invest”, together with TPG, the “TPG”); and (3) the Third Amended and Restated
Memorandum and Articles of Association of the Company adopted on October 30, 2009 (the “Third
Restated Articles”). Terms defined in the Restated Shareholders Agreement shall have the same
meanings in this letter unless defined in this letter or the context otherwise requires. We are
writing to inform you that:





	1.	 	Harmony Energy Limited, a company incorporated in the British Virgin Islands
(“Harmony”), FEEL, MIE, the Company and Mr. Zhang Ruilin, Mr. Zhao Jiangwei and Mr. Shang
Zhiguo are finalizing a Series B Preferred Shares Purchase Agreement (the “Harmony SPA”)
pursuant to which:






	 	a.	 	FEEL intends to sell to Harmony 3,642,512 Series B Preferred Shares in the Company (the
“FEEL Sale Shares”) for an aggregate consideration of US$89,970,046.4 (the “Purchase Price”,
based on a sale price per Series B
Preferred Share of US $24.70). Such Purchase Price will be paid in cash.
	 
	 	b.	 	As FEEL is not currently a holder of Series B Preferred Shares of the
Company, FEEL intends to request that the Company repurchase 1,821,256 Ordinary
Shares of the Company that FEEL currently holds in exchange for 3,642,512 Series B
Preferred Shares in the Company (the “Series B Shares”), which FEEL then proposes
to transfer to Harmony as the FEEL Sale Shares.






	2.	 	Although FEEL holds 9,635,627 Ordinary Shares, 6,194,332 Ordinary Shares are pledged to CITIC Ka
Wah Bank Limited (“CITIC Ka Wah”) pursuant to the Share Mortgage of MIE Holdings Corporation dated
28th of July 2009 by and between FEEL as Mortgagor and CITIC Ka Wah as Offshore Security Agent and
2,064,777 Ordinary Shares are pledged to TPG pursuant to the Share Charge dated 9th of July 2009 by
and
between FEEL as Chargor and TPG as Secured Party (the “TPG Pledge”), and therefore only 1,376,518
Ordinary Shares held by FEEL remain unencumbered and freely transferable. FEEL therefore intends
to request that TPG release 444,738




2









 






	 	 	Ordinary Shares (the “TPG Pledge Shares”) from the TPG Pledge, to be repurchased and exchanged for
889,476 Series B Preferred Shares and transferred to Harmony as a part of the FEEL Sale Shares.
	 
	3.	 	In connection with the Harmony SPA, TPG, Sino Link, Harmony, FEEL, MIE and the Company are
finalizing a Second Amended and Restated Shareholders’ Agreement (the “Second Restated
Shareholders’ Agreement”), pursuant to which Harmony and the TPG Co-invest will be added as parties
to the Second Restated Shareholders’ Agreement.
	 
	4.	 	TPG, Sino Link, Harmony, FEEL and the Company are finalizing a Fourth Amended and Restated
Memorandum and Articles of Association of the Company (the “Fourth Restated Articles”) pursuant to
which the Company will be authorized to issue Series B Preferred Shares in which the initial
conversion ratio for Series B Preferred Share to each Ordinary Share will be 2 to 1.
	 
	5.	 	(A) Pursuant to the terms of the Restated Shareholders Agreement as adhered to by TPG Co-invest,
Sino Link has thirty (30) days after receipt of a Transfer Notice (as defined in Clause 2.2(a) of
the Restated Shareholders Agreement) (the “SHA Notice Period”) to elect whether to exercise its
right of first refusal to purchase its pro rata share (based on the proportion of Sino Link’s
Shareholding Percentage as it bears to the aggregate Shareholding Percentage of TPG and Sino Link)
of the FEEL Sale Shares (the “Sino Link Pro Rata Portion of FEEL Sale Shares”) and (B) pursuant to
the terms of the Third Restated Articles, Sino Link has thirty (30) days after the receipt of a
Transfer Notice (as defined in Article 10(b) of the Third Restated Articles) (the “AOA
Notice Period”) to elect whether to exercise its right of first refusal to purchase the Sino
Link Pro Rata Portion of FEEL Sale Shares.
	 
	6.	 	Further, under the Restated Shareholders Agreement, Sino Link, as a Shareholder has thirty (30)
days (the “Pre-Emptive Right Notice Period”) after receipt of a preemptive right notice
(“Pre-Emptive Right Notice”) to elect to purchase a pro rata portion (based on its Shareholding
Percentage) of the Series B Shares that the Company intends to sell and issue to FEEL (“Sino Link
Pre-emption Pro Rata Portion”).
	 
	7.	 	Further, under the Restated Shareholders Agreement, the creation of Series B Shares of the
Company will constitute the creation of “New Securities” of the Company, which may only be approved
by (A) the Shareholders having an aggregate Voting Percentage of more than sixty-six and two-thirds
percent (66-2/3%) present and voting at a validly held meetings, and (B) any Shares held and
represented at the requisite meeting by TPG be voted in favor of such matter or abstained, for so
long as there is a TPG Director.
	 
	8.	 	Please confirm by signing where indicated below that, subject to the proviso contained in this
paragraph 8, you agree to each of the following as of the date of this letter:






	 	a.	 	approve the repurchase of 1,821,256 Ordinary Shares of the Company that FEEL currently holds in
exchange for 3,642,512 Series B Preferred Shares of the Company in accordance with Clause 7.4 of
the Restated Shareholders Agreement;
	 
	 	b.	 	waive your right under Clause 3 of the Restated Shareholders Agreement to purchase the Sino
Link Pre-emption Pro Rata Portion of the FEEL Sale Shares




3









 






	 	 	 	that the Company intends to issue to FEEL, and allow the Company to sell and
issue to FEEL the FEEL Sale Shares;
	 
	 	c.	 	waive the Pre-Emptive Right Notice Period to elect whether to purchase the
Sino Link Pre-emption Pro Rata Portion and the right to receive a Pre-emptive Right
Notice;
	 
	 	d.	 	(1) waive the restriction on transfer under Clause 2.1 of the Restated
Shareholders Agreement and under Article 10(a) of the Third Restated Articles to
allow FEEL to sell the FEEL Sale Shares to Harmony and (2) waive your right of
first refusal under Clause 2.2 of the Restated Shareholders Agreement and under
Article 10(b) of the Third Restated Articles to purchase the Sino Link Pro Rata
Portion of FEEL Sale Shares from FEEL;
	 
	 	e.	 	waive the SHA Notice Period and the AOA Notice Period to elect whether to
purchase the Sino Link Pro Rata Portion of FEEL Sale Shares;
	 
	 	f.	 	approve the creation of Series B Shares of the Company in accordance with
Clause 7.4 of the Restated Shareholders Agreement.






	9.	 	This letter is governed by the laws of the State of New York.






4











 





Yours faithfully,




/s/

For and on behalf of





Far East Energy Limited




5









 





We confirm the matters set out in paragraph 8 above.




For and on behalf of

SINO LINK LIMITED




/s/

Authorised Signatures(s)



For and on behalf of

Sino Link Limited





6












 





EXHIBIT F

DEED OF PARTIAL RELEASE AND AMENDMENT




36









 







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	 	Certificate	 	 	 	 	 	Par Share
	Shareholder	 	Number	 	Number of Shares	 	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

	 	 	)	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	[Common Seal of Far East
	was hereunto affixed

	 	 	)	 	Energy Limited affixed]
	in the presence of

	 	 	)	 	 
	 
	 	 	 	 	 





/s/ Ruilin Zhang

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.: 010 — 5123 8866




2









 





The Secured Party




	 	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED as a DEED

	 	 	)	 	 	 
	by

	 	 	)	 	 	/s/ 
	for and on behalf of TPG STAR ENERGY LTD.

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 






/s/




Address:
301 Commerce Street, Suite 3300, Forth Worth, Texas 76102

Fax no: (817) 871-4001

E-mail:

Attention: Mr. Clive D. Bode





 











 





EXHIBIT G

HARMONY SHARE CHARGE




37









 








Dated 10 March 2010




HARMONY ENERGY LIMITED

as Chargor



in favour of



TPG STAR ENERGY LTD.

as Secured Party




 





SHARE CHARGE




 





WARNING




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

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

CAYMAN ISLANDS STAMP DUTY EQUAL TO THE AMOUNT OF 1.5% OF THE AMOUNT 
CHARGED (SUBJECT TO A CAP OF CI$500 OR ABOUT US$600)



 









 





CONTENTS




	 	 	 	 	 	 	 
	
Clause
	 	Page

	 
	 	 	 	 	 	 
	1.

	 	Definitions And Interpretation
	 	 	2	 
	2.

	 	Charge
	 	 	4	 
	3.

	 	Deposit Of Certificates, Related Rights, Release And Annotation Of Register Of
Members
	 	 	4	 
	4.

	 	Voting Rights And Dividends
	 	 	6	 
	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
	 	 	17	 
	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	 	 	28	 







 











 





Page 2



THIS SHARE CHARGE (this “Charge”) is made by way of deed on 10 March 2010.




BETWEEN





	(1)	 	HARMONY ENERGY LIMITED, a company incorporated in the British Virgin Islands (the “Chargor”);
and
	 
	(2)	 	TPG STAR ENERGY LTD., an exempted company incorporated with limited liability in the Cayman
Islands, and/or one or more of its Affiliates (the “Secured Party”),




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



RECITALS:





	(A)	 	The Secured Party, Far East Energy Limited (“FEEL”), 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, FEEL pledged 2,064,777
Ordinary Shares to the Secured Party pursuant to a Share Charge dated 9th of July 2009 by and
between FEEL and the Secured Party (the “TPG Pledge”).
	 
	(B)	 	FEEL has entered into the Shares Purchase Agreement dated as of February 5, 2010, by and among
the Chargor, the Company, FEEL and others (the “Harmony SPA”), pursuant to which in order to
complete the transactions contemplated under the Harmony SPA, FEEL intends to request that the
Secured Party release 444,738 Ordinary Shares (the “TPG Shares”) from the TPG Pledge, to be
repurchased and exchanged for 889,476 Series B Preferred Shares and transferred to Harmony.
	 
	(C)	 	In order to induce the Secured Party to release the TPG Shares from the TPG Pledge, the
Chargor, the Secured Party and others have entered into the Credit Support Agreement dated 10
March 2010 (the “Credit Support Agreement”), pursuant to which the Chargor shall enter into this
Charge with the Secured Party as security for the Secured Obligations (as defined below).
	 
	(D)	 	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.
	 
	(E)	 	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.




 









 











Page 3





	 	 	“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.
	 
	 	 	“Credit Support Agreement” has the meaning given such term in the Recital.
	 
	 	 	“Harmony SPA” has the meaning given such term in the Recital.
	 
	 	 	“Material Adverse Effect” means a material adverse effect on the business, results of
operation or financial condition of the Chargor and its Subsidiaries taken as a whole;
provided, however, that Material Adverse Effect shall not be deemed to include the effects
of (a) any changes or developments generally affecting the industry in which the Chargor
or any of its Subsidiaries operates, which changes or developments do not
disproportionately affect the Chargor or any of its Subsidiaries relative to other
participants in such industry in any material respect, (b) any changes or developments in
connection with general economic, political or regulatory conditions, which changes do not
disproportionately affect the Chargor or any of its Subsidiaries and (c) any changes or
proposed changes in accounting standards used by the Chargor or any of its Subsidiaries.
	 
	 	 	“Party” has the meaning given such term in the Preamble.
	 
	 	 	“Receiver” means a receiver or receiver and manager or administrative receiver of the
whole or any part of the Charged Portfolio appointed by law or in accordance with the
terms of this Charge.
	 
	 	 	“Related Assets” means, in relation to the Chargor, (i) all dividends, interest and other
monies payable in respect of the Shares and/or assets within this definition of Related
Assets and (ii) all other rights, benefits and proceeds in respect of or derived from any
or all of the Shares and/or assets falling within this definition of Related Assets
(whether by way of redemption, bonus, preference, option, substitution, conversion or
otherwise) held by, to the order or on behalf of the Chargor.
	 
	 	 	“Relevant Event” means the failure of FEEL, the Company and/or MIE to comply with any
obligation under clauses 6 and 7 of the TPG SPA.
	 
	 	 	“Secured Party” has the meaning given such term in the Preamble.
	 
	 	 	“Secured Obligations” means all obligations at any time due, owing or incurred by the
Chargor to the Secured Party under the Credit Support Agreement and/or this Charge.
	 
	 	 	“Security” means the security created under or pursuant to or evidenced by this Charge.
	 
	 	 	“Shares” means 889,476 Series B Preferred Shares in the Company held by, to the order or
on behalf of the Chargor, as specified in Schedule 6 (Details of Shares).
	 
	 	 	“Transaction Agreements” has the meaning given such term in the Harmony SPA.
	 
	 	 	“TPG SPA” has the meaning given such term in the Recital.




 









 











Page 4





	1.2	 	Terms defined in the TPG SPA
	 
	 	 	Unless defined in this Charge or the context otherwise requires, a term defined in the TPG
SPA has the same meaning in this Charge or any notice given under or in connection with
this Charge, as if all references in such defined terms to the TPG SPA were a reference to
this Charge or such notice.
	 
	1.3	 	Construction
	 
	 	 	Clause 1.3 (Principles of Construction) of the TPG SPA will apply as if incorporated in
this Charge or in any notice given under or in connection with this Charge, as if all
references in such Clauses to the TPG SPA were a reference to this Charge or such notice.
	 
	2.	 	CHARGE AND GUARANTEE
	 
	2.1	 	Guaranteed Obligation
	 
	 	 	The Chargor hereby irrevocably and unconditionally guarantees as its own obligation the
payment of the Secured Obligations and covenants with the Secured Party to promptly pay and
discharge on demand of the Secured Party any Secured Obligation which is due and payable
pursuant to and under the terms of the TPG SPA, provided however, the Secured Party shall
look solely to the Charged Portfolio for the enforcement of the Chargor’s obligations for
the Secured Obligations hereunder and no other recourse shall be had against the Chargor.
	 
	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 Chargor’s
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;






 











 





Page 5





	 	3.1.5.	 	an executed irrevocable proxy and power of attorney in the forms set out in
Parts I and II of Schedule 3 (Forms of Proxy and Power of Attorney) to this Charge made
in favour of the Secured Party in respect of, among other things, all shareholder
meetings and written resolutions of the Company;
	 
	 	3.1.6.	 	executed but undated written resolutions of the board of directors of the Company
substantially in the form of Schedule 4 (Form of written resolutions of directors); and
	 
	 	3.1.7.	 	an undertaking from the Company to register transfers of the Shares to the Secured
Party or such parties’ nominee(s) and pending such registration to recognise the
irrevocable proxy and power of attorney (in the form set out in Parts I and II of
Schedule 3 (Forms of Proxy and Power of Attorney) to this Charge in the form set out in
Schedule 5 (Form of Undertaking from the Company) to this Charge.






	3.2	 	Related Assets
	 
	 	 	Subject to clause 5.2(g), the Chargor shall, promptly upon the accrual, offer or issue of
any Related Assets (in the form of stocks, shares, warrants or other securities) in which
the Chargor has a beneficial interest, procure the delivery to the Secured Party of (a) all
certificates and other documents of title representing those Related Assets and (b) such
duly executed blank (stamped, if necessary or desirable for the Secured Party) share
transfer forms substantially in the form set out in Schedule 1 (Form of Share Transfer) or
other instruments of transfer in respect of those Related Assets as the Secured Party may
require.
	 
	3.3	 	Release
	 
	 	 	Upon the latest to occur of (i) the General Warranty Expiration Date, (ii) the final
settlement of all claims from the Secured Party which may be outstanding on such Warranty
Expiration Date in respect of the indemnities under Clause 6 of the TPG SPA 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:
	 
	 	 	 	“889,476 Series B preferred shares of US$0.01 par value issued to Harmony Energy
Limited as fully paid up are charged in favour of TPG Star Energy Ltd.
(including its successors, assigns and transferees) pursuant to a share charge
dated July 9, 2009 as amended from time to time.”; and
	 
	 	3.4.2	 	provide the Secured Party with a certified copy of such Register of Members of
the Company with such notation.




 









 











Page 6





	3.5	 	Registration
	 
	 	 	The Chargor shall forthwith upon execution hereof (and in any event within two (2) weeks of
the date of execution of this Charge): (i) make entries on the register of charges of the
Chargor maintained pursuant to Section 162 of the BVI Business Companies Act, 2004 in
relation to the charges created by this Charge; (ii) forward a copy of such register to its
registered agent to maintain with the Chargor’s records; and (iii) procure that the
registered agent of the Chargor make application for any such charge to be registered by
the Registrar of Corporate Affairs in the British Virgin Islands pursuant to Section 163(1)
of the BVI Business Companies Act, 2004; and (iv) provide evidence satisfactory to the
Secured Party of the fulfilment of the above obligations.
	 
	4.	 	VOTING RIGHTS AND DIVIDENDS
	 
	4.1	 	Voting rights and dividends prior to a Relevant Event
	 
	 	 	Except while
a Relevant Event is continuing, the Chargor shall:






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






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




 









 











Page 7





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






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






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






 












 



Page 8




	 	(c)	 	Non-conflict with other obligations
	 
	 	 	 	The entry into and performance by it of, and the transactions contemplated by,
this Charge (including any transfer of the Shares on creation or enforcement of
the security constituted by this Charge) do not and shall not:






	 	(i)	 	conflict with:






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






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






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






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






	 	(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.










 



Page 9








	 	(h)	 	Governing law
	 
	 	 	 	Subject to any general principles of law as at the date of this Charge limiting
its obligations:






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






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










 



Page 10








	 	(ii)	 	supply certified copies to the Secured Party of,






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






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






	 	(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;










 



Page 11








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






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






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










 



Page 12


	 	 	perfect all documents and do all things which the attorney may consider to be necessary or
desirable for:






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






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










 



Page 13








	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.
	 
	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










 



Page 14








	 	(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
	 
	 	(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.










 



Page 15








	 	 	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.
	 
	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.










 



Page 16








	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 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










 



Page 17


	 	 	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
incurred and payments made by the Receiver, the payment of his remuneration and the
discharge of any liabilities incurred by the Receiver in, or incidental to, the exercise of
any of his powers, and thereafter shall be applied by the Secured Party (notwithstanding
any purported appropriation by the Chargor) to the payment of the Secured Obligations.
	 
	13.	 	ASSIGNMENT
	 
	13.1	 	No Assignment and Exception
	 
	 	 	The provisions of this Charge shall be binding upon and accrue to the benefit of the
Parties and their respective successors and permitted assigns. Notwithstanding the
foregoing, none of the Parties may assign its rights and obligations in whole or in part
hereunder without the prior written consent of the other Parties, except that the Secured
Party is permitted to assign their rights and benefits under this Charge, in whole or in
part, to any Person who acquires Series A Preferred Shares of the Company held by the
Secured Party.
	 
	13.2	 	Disclosure
	 
	 	 	The Secured Party shall be entitled to disclose such information concerning the Chargor or
any other person and this Agreement as the Secured Party consider appropriate to any actual
or proposed direct or indirect successor or to any person to whom information may be
required to be disclosed by applicable law.
	 
	14.	 	NOTICES
	 
	14.1	 	All notices, consents, and other communications under or pursuant to this Charge
(“Notices”) shall be in writing and in the English language and shall be delivered (A) by
hand, (B) by facsimile (with receipt confirmed); provided, however, that a copy is promptly
thereafter mailed by reputable private courier, return receipt requested, (C) by the
addressee or (D) by such other means as the Parties may agree from time to time; in each
case to the appropriate addresses and facsimile numbers set forth below (or to










 



Page 18


	 	 	such other addresses or facsimile numbers as a Party may designate as to itself by not
less than five (5) Business Days notice to the other Parties):





	 	 	 
	if to the Secured Party, to :

	 	TPG Star Energy Ltd.
	 

	 	301 Commerce Street, Suite 3300
	 

	 	Fort Worth, Texas 76102
	 

	 	Fax: (817) 871-4001
	 

	 	Attention: Clive D. Bode
	 
	 	 
	 

	 	with a copy to:
	 

	 	TPG Growth Capital (Asia) Limited
	 

	 	57th Floor, Two International Finance Centre
	 

	 	8 Finance Street, Central, Hong Kong
	 

	 	Fax: (852) 3515-8999
	 

	 	Attention: Stephen Law
	 
	 	 
	if to the Chargor, to :

	 	Harmony Energy Limited
	 

	 	Suites 7003-7005, 70th Fl
	 

	 	Two International Finance Centre
	 

	 	8 Finance St, Central
	 

	 	Hong Kong
	 

	 	Attention: Mr. Fan Lei
	 

	 	Facsimile: (852) 2110 9677







	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;










 



Page 19








	 	(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 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.





 











 




Page 20


SCHEDULE 1




Form of Share Transfer



MIE HOLDINGS CORPORATION (the “Company”)



SHARE TRANSFER FORM


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




As Witness Our Hands




Signed by the Transferor on the

                     day of                                         
in
the presence of:




	 	 	 	 	 
	 


	 	 

	 	 
	Witness

	 	Transferor
	 	 






Signed by the Transferee on the



                     day of                                         



in the presence of:




	 	 	 	 	 
	 


	 	 

	 	 
	Witness

	 	For and on behalf of Transferee
	 	 












 



Page 21


SCHEDULE 2




Form of Shareholder Letter of Authority



To: TPG Star Energy Ltd.




Date: [ • ] 2010




Dear Sirs




MIE HOLDINGS CORPORATION (the “Company”)



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




	 	 	 	 	 
	Yours faithfully,

 	 	 
	
 	 	 
	
 	 	 
	For and on behalf of 	 	 
	
 	 	 
	Harmony Energy Limited 	 	 









 



Page 22

	 	 	 	 	 




SCHEDULE 3




Forms of Proxy and Power of Attorney



PART I



MIE HOLDINGS CORPORATION



IRREVOCABLE APPOINTMENT OF PROXY GIVEN BY WAY OF SECURITY



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



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



IN WITNESS whereof this instrument has been duly executed as a deed this [ • ] day of
[ • ] 2010.




	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

HARMONY ENERGY LIMITED

was hereunto affixed


	 	 	)

)

)	 	 	
	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Director	 	 






	 	 	 	 	 
	 	 	 
	
 	 	 
	Witness Name:  	 	 
	
 	 	 
	Address:


Fax No.:


Attention: 	 	 
	 
	 	 	 
	
 	 	 
	Witness Name:  	 	 
	
 	 	 
	Address:


Fax No.:


Attention: 	 	 
	 




 











 





Page 23




PART II




MIE HOLDINGS CORPORATION



IRREVOCABLE
APPOINTMENT OF ATTORNEY-IN-FACT GIVEN BY WAY OF
SECURITY



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





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




The power hereby conferred shall be a general power of attorney and we hereby ratify and
confirm and agree to ratify and confirm any instrument, act or thing which any such
attorney may execute or do. In relation to the power referred to herein, the exercise by
the Secured Party of such power shall be conclusive evidence of its right to exercise the
same.



IN WITNESS whereof this instrument has been duly executed as a deed this [•] day of
[•] 2010.




 









 








Page 24




	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	HARMONY ENERGY LIMITED

	 	 	)	 	 	 	 
	was hereunto affixed

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 

	 	 	 	 	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Witness Name:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness Name:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 	 	 






 









 






Page 25




SCHEDULE 4




Form of written resolution of directors



MIE HOLDINGS CORPORATION (the “Company”)



Written resolution of the board of directors of the Company



TRANSFER OF SHARES



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



	 	 	 
	Transferor	Transferee	Number and Class of Shares
	 
	 





SHARE CERTIFICATES



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



	 	 	 
	Name	Class of Shares	Share Certificate Number
	 
	 









                                                                    
            



By:



(Director)



Dated:



                                                                    
            



By:



(Director)



Dated:





 











 





Page 26




SCHEDULE 5




Form of Undertaking from the Company



MIE HOLDINGS CORPORATION


[•] 2010



TPG Star Energy Ltd.



Dear Sirs




MIE HOLDINGS CORPORATION (THE “COMPANY”)



We refer to the following:



(1) the Series A Preferred Shares Subscription and Put Option Agreement dated June 19, 2009
between, amongst others, TPG Star Energy Ltd. (the “Secured Party”) and Far East Energy Limited
(“FEEL”) as amended;



(2) the Shares Purchase Agreement dated [•], by and among Harmony Energy Limited (the “Chargor”),
FEEL and others;



(3) the Credit Support Agreement dated [•] between, amongst others, the Chargor and the Secured
Party; and



(4) the Share Charge dated [•] between the Chargor and 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 or procure the registration by the secretary
of agent of the Company 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	 	 






 








 





Page 27



                                        

Witness Name:




Address:

Fax No.:

Attention:




 









 




Page 28




SCHEDULE 6




The Shares



	 	 	 	 	 	 	 
	Name of	 	 	 	 	 	 
	shareholder	 	Certificate Number	 	Number of Shares	 	Par Share value of each
	Harmony Energy 

Limited

	 	B003
	 	889,476 Series B

Preferred Shares
	 	US$0.01











 






Page 29




EXECUTION PAGE




The Chargor




	 	 	 	 	 	 	 
	The COMMON SEAL of
	 	)	 	 	[Common Seal of Harmony Energy Limited affixed]	 
	HARMONY ENERGY LIMITED
	 	)	 	 	 	 
	was hereunto affixed
	 	)	 	 	 
	in the presence of:
	 	)	 	 	/s/ Che Fung	 
	 
	 	 	 	 	Director	 






/s/ Natasha Hsieh

Witness name: Natasha Hsieh




Address: 17F, Edinburgh Tower, 15 Queen’s Rd, Central, Hong Kong




Fax No.: 852-2810-1345




Attention:




 









 





The Secured Party




Signed for and on behalf of

TPG STAR ENERGY LTD.



By:




/s/






Address: 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102




Fax No.: (817) 871-4001




Attention: Mr. Clive D. Bode





 











 





EXHIBIT H

CREDIT SUPPORT AGREEMENT




38









 








Dated This 10th day of March 2010




By and Among



TPG Star Energy Ltd.



Harmony Energy Limited



Far East Energy Limited



MIE Holdings Corporation



and



MI Energy Corporation



 





CREDIT SUPPORT AGREEMENT



 





1









 




THIS CREDIT SUPPORT AGREEMENT (this “Agreement”) is made on the 10th day of March 2010 by and
among:





	(1)	 	TPG Star Energy Ltd., an exempted company incorporated with limited liability in the Cayman
Islands, and/or one or more of its Affiliates (collectively, (“TPG”);
	 
	(2)	 	Harmony Energy Limited, a company incorporated in the British Virgin Islands
(“Harmony”)
	 
	(3)	 	Far East Energy Limited, a company incorporated in the Hong Kong Special Administrative Region
of the People’s Republic of China (“FEEL”);
	 
	(4)	 	MIE Holdings Corporation, an exempted company incorporated with limited liability in the Cayman
Islands (the “Company”); and
	 
	(5)	 	MI Energy Corporation, an exempted company incorporated with limited liability in the Cayman
Islands (“MIE”).




(TPG, Harmony, FEEL, the Company, and MIE are hereinafter referred to collectively as the “Parties”
and individually as a “Party”).



WHEREAS, TPG, FEEL, the Company and MIE entered into the Series A Preferred Shares Subscription and
Put Option Agreement dated June 19, 2009, as amended (the “TPG SPA”) pursuant to which the Company
issued 2,145,749 Series A Preferred Shares to TPG on the terms and subject to the conditions
contained in the TPG SPA;



WHEREAS, in accordance with the terms of the TPG SPA, FEEL pledged 2,064,777 Ordinary Shares to TPG
pursuant to a Share Charge dated 9th of July 2009 by and between FEEL as Chargor and TPG as Secured
Party (the “TPG Pledge”);



WHEREAS, FEEL has entered into the Shares Purchase Agreement dated as of February 5, 2010 by and
among Harmony, MIE, the Company, FEEL, Zhang Ruilin, Zhao Jiangwei and Shang Zhiguo (the “Harmony
SPA”) and intends to request that the Company repurchase 1,821,256 Ordinary Shares that it
currently holds in exchange for 3,642,512 Series B Preferred Shares to sell to Harmony (the “FEEL
Sale Shares”);



WHEREAS, FEEL intends to request that TPG release 444,738 Ordinary Shares (the “TPG Shares”) from
the TPG Pledge, to be repurchased and exchanged for 889,476 Series B Preferred Shares and
transferred to Harmony as a part of the FEEL Sale Shares; and



WHEREAS, in order to induce TPG to release the TPG Shares from the TPG Pledge, Harmony will enter
into this Agreement, pursuant to which Harmony will guarantee the payment of Guaranteed Obligations
(as defined hereinafter) granted to TPG under the TPG SPA, subject to the terms and conditions
hereof. As security therefor, Harmony shall grant a charge by way of first ranking charge over
889,476 Series B Preferred Shares in favor of TPG to secure such guarantee.



NOW THEREFORE, in consideration of the premises hereinafter contained, and upon the terms and
subject to the conditions stated herein, the Parties agree as follows:




1









 









	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions. In this Agreement the following words or expressions have the following meanings:
	 
	 	 	“Charged Portfolio” shall have the meaning set forth in the Harmony Share Charge.
	 
	 	 	“Completion” shall have the meaning set forth in the Harmony SPA.
	 
	 	 	“Deed of Partial Release and Amendment” means the Deed of Partial Release and Amendment to be
executed by and among TPG and FEEL in the form attached hereto as Exhibit 1.
	 
	 	 	“Guaranteed Obligations” means all obligations at any time due, owing or incurred by
FEEL, the Company and/or MIE to TPG under clauses 6 and 7 of the TPG SPA.
	 
	 	 	“Harmony Share Charge” means the Harmony Share Charge to be executed by and among Harmony,
TPG in the form attached hereto as Exhibit 2.
	 
	 	 	“Secured Party” shall have the meaning set forth in the Harmony Share Charge.
	 
	 	 	“Shares” shall have the meaning set forth in the TPG SPA.
	 
	2.	 	HARMONY GUARANTEE AND SHARE CHARGE






	 	(a)	 	Harmony hereby irrevocably and unconditionally guarantees as its own obligation the
payment of the Guaranteed Obligations and covenants with the Secured Party to promptly pay
and discharge on demand of the Secured Party any Guaranteed Obligation which is due and
payable pursuant to and under the terms of the TPG SPA, provided however, so far as the
Harmony is concerned, TPG shall look solely to the Charged Portfolio for the enforcement of
Harmony’s obligations for the Guaranteed Obligations hereunder and no other recourse shall
be had against Harmony.
	 
	 	(b)	 	At the Completion, Harmony shall charge by way of first ranking charge the Charged
Portfolio in favor of the Secured Party pursuant to the Harmony Share Charge as security
for the guarantee provided in Clause 2(a) above; provided
that, TPG shall have executed the
Deed of Partial Release and Amendment prior to and as a condition to the delivery of the
Harmony Share Charge to TPG.






	3.	 	RELEASE AND INDULGENCE
	 
	 	 	Any liability to any Party may in whole or in part be released, compounded or compromised or
time or indulgence given by any other Party in writing in their absolute discretion, as regards any
of the Parties under such liability without in any way prejudicing or affecting their rights
against any other Party or Parties under the




2









 






	 	 	same or a like liability whether joint and several or otherwise.
	 
	4.	 	NOTICES
	 
	 	 	All notices, consents, and other communications under or pursuant to this Agreement
(“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 TPG, to

	 	:
	 	TPG Star Energy Ltd.
	 

	 	 	 	301 Commerce Street, Suite 3300
	 

	 	 	 	Fort Worth, Texas 76102
	 

	 	 	 	Fax: (817) 871-4001
	 

	 	 	 	Attention: Mr. Clive D. Bode
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	TPG Growth Capital (Asia) Limited
	 

	 	 	 	57th Floor, Two International Finance Centre
	 

	 	 	 	8 Finance Street, Central, Hong Kong
	 

	 	 	 	Fax: (852) 3515-8999
	 

	 	 	 	Attention: Mr. Stephen Law
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 

	 	 	 	Cleary Gottlieb Steen & Hamilton LLP
	 

	 	 	 	Bank of China Tower
	 

	 	 	 	One Garden Road, Hong Kong
	 

	 	 	 	Fax: (852) 2160-1008
	 

	 	 	 	Attention: Mr. Sang Jin Han
	 
	 	 	 	 
	if to FEEL, the Company or
	 	 	 	 
	MIE, to

	 	:
	 	Suite 406, Block C, Grand Place
	 

	 	 	 	5 Hui Zhong Road
	 

	 	 	 	Chaoyang District, Beijing 10010
	 

	 	 	 	PRC
	 

	 	 	 	Attention: Mr. Zhang Ruilin
	 

	 	 	 	Mr.
Forrest Dietrich

	 

	 	 	 	Facsimile: (8610) 5123 8866
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	White & Case LLP
	 

	 	 	 	19th Floor, Tower 1 of China Central Place
	 

	 	 	 	81# Jianguo Lu, Chaoyang District, Beijing
	 

	 	 	 	100025, China






3









 






	 	 	 	 	 
	 

	 	 	 	Facsimile: (8610) 5969 5760
	 

	 	 	 	Attention:     Mr. Li Xiaoming
	 

	 	 	 	                       Ms. Vivian Tsoi
	 
	 	 	 	 
	if to Harmony

	 	:
	 	Suites 7003-7005, 70th Fl
	 

	 	 	 	Two International Finance Centre
	 

	 	 	 	8 Finance St, Central
	 

	 	 	 	Hong Kong
	 

	 	 	 	Attn: Mr. Fan Lei
	 

	 	 	 	Facsimile: (852) 2110 9677







	5.	 	GOVERNING LAW
	 
	5.1.	 	Governing Law and Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of laws principles.
	 
	6.	 	ARBITRATION
	 
	6.1.	 	Amicable Settlement. Any and all disputes, controversies and conflicts between the Parties
arising out of or relating to or in connection with this Agreement and the performance or
non-performance of the obligations set forth herein shall, so far as is possible, be settled
amicably between the Parties within thirty (30) days after written notice of such dispute,
controversy or conflict has been given by one Party to the other Parties.
	 
	6.2.	 	Arbitration Procedure.






	 	(a)	 	Failing an amicable settlement thereof within the thirty (30)-day period specified in
Clause 6.1, any and all disputes, controversies and conflicts arising out of or in
connection with this Agreement or its performance (including the validity of this
Agreement) shall be settled by three (3) arbitrators under the rules of the UNCITRAL
Arbitration Rules (the “UNCITRAL Rules”) in accordance with the Hong Kong International
Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration
in force at the date of this Agreement. The place of arbitration shall be Hong Kong and
the language used in the arbitral proceedings shall be English. The HKIAC shall act as the
administering institute.
	 
	 	(b)	 	The arbitrators shall be appointed by mutual consent of the Parties involved in the
arbitration in accordance with the procedures set out in the UNCITRAL
Rules regarding the appointment of arbitrators, failing which the appointing
authority shall be HKIAC.
	 
	 	(c)	 	The arbitral proceeding shall accord to each of the Parties the right to provide
witnesses, including expert witnesses, the right of cross-examination of witnesses and the
right to make both written and oral submissions.






4











 






	 	(a)	 	The arbitral award made and granted by the arbitrator shall be final, binding and
incontestable and may be used as a basis for judgement thereon. All costs of arbitration
(including, without limitation, those incurred in the appointment of the arbitrator) shall
be apportioned in the arbitral award.






	6.3.	 	Court Action. By agreeing to arbitration, the Parties do not intend to deprive any
court of competent jurisdiction of its ability to issue any form of provisional remedy, including
but not limited to a preliminary remedy in aid of arbitration, or order any interim injunction. A
request for such provisional remedy or interim injunction by the parties to a court shall not be
deemed a waiver of this agreement to submit to arbitration.
	 
	6.4.	 	Continued Performance During Arbitration. During the period of submission to
arbitration and thereafter until the granting of the arbitral award, the Parties shall, except in
the event of termination, continue to perform all their obligations under this Agreement without
prejudice to a final adjustment in accordance with the said award.
	 
	6.5.	 	Survival. The provisions
contained in this Clause 6 shall survive the termination or expiration of this Agreement.
	 
	7.	 	MISCELLANEOUS
	 
	7.1.	 	Successors and Assigns. This Agreement has been made solely for the benefit of the
Parties and their respective successors, personal representatives, heirs and estates and permitted
assigns and nothing herein is intended to confer any rights or remedies under or by reason of this
Agreement to any other Person.
	 
	7.2.	 	Assignment. The provisions of this Agreement 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 TPG may assign its rights under this Agreement, in whole or in part, to any Person who
acquires Shares held by TPG.
	 
	7.3.	 	Further Assurances. Each Party undertakes to and with each other Party to do all
things reasonably within its power which are necessary or desirable to give full effect to the
spirit and intent of this Agreement.
	 
	7.4.	 	Amendments and Waivers. All amendments and other modifications hereof or waivers of
the observance of any term hereof (either generally or in a particular instance and either
retroactively or prospectively) shall be in writing and signed by each of the Parties.
	 
	7.5.	 	No Waiver. The failure of a Party at any time to require observance or performance by
any other Party of any of the provisions of this Agreement shall in no way affect the Party’s right
to require such observance or performance at any time thereafter, nor shall the waiver by any Party
of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of
such provision. The rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies otherwise provided by law.




5









 







	7.6.	 	Severability. In case any one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of all remaining provisions contained herein shall not in any way be affected or
impaired thereby; and the invalid, illegal or unenforceable provisions shall be interpreted and
applied so as to produce as near as may be the legal, economic and commercial result intended by
the Parties.











	7.7.	 	Counterparts. This Agreement may be signed in any number of counterparts, each of
which is an original and all of which, taken together, constitute one and the same instrument. This
Agreement may also be executed and delivered by facsimile signature and in any number of
counterparts, each of which shall be deemed an original and all of which, taken together,
constitute one and the same instruments.







	7.8.	 	Entire Agreement. The Transaction Agreements (as defined in the Harmony SPA)
contain the entire understanding and agreement between the Parties with respect to the subject
matter hereof and supersede and cancel all prior oral and written agreements or representations, if
any, among the Parties or any of them relating to the subject matter thereof.





[Signature page follows]





6











 




IN WITNESS WHEREOF this Agreement has been duly executed as of the date and year first written
above.




	 	 	 	 	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	/s/ 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	/s/ Ruilin Zhang	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title:  	Director 	 	 
	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	/s/ Ruilin Zhang
 	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title:  	Director 	 	 
	 
	MI ENERGY CORPORATION

 	 	 
	By:  	/s/ Ruilin Zhang
 	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title:  	Director 	 	 



 









 






	 	 	 	 	 
	HARMONY ENERGY LIMITED

 	 	 
	By:  	/s/
Che Fung	 	 
	 	Name:  	CHE Fung 	 	 
	 	Title:  	Director 	 	 
	 




 











 





EXHIBIT I

GUARANTY





39









 








Dated February 5, 2010




GUARANTEE



between



EVER UNION CAPITAL LIMITED

as Guarantor




And



FAR EAST ENERGY LIMITED

as Guaranteed Party



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	
Page

	 
	 	 	 	 	 	 
	1.

	 	INTERPRETATION
	 	 	1	 
	2.

	 	GUARANTEE
	 	 	3	 
	3.

	 	CONTINUING SECURITY
	 	 	3	 
	4.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	5	 
	5.

	 	UNDERTAKINGS
	 	 	6	 
	6.

	 	COSTS AND EXPENSES
	 	 	7	 
	7.

	 	REMEDIES AND WAIVERS
	 	 	7	 
	8.

	 	ADDITIONAL PROVISIONS
	 	 	8	 
	9.

	 	ASSIGNMENTS AND TRANSFERS
	 	 	8	 
	10.

	 	AMENDMENTS
	 	 	8	 
	11.

	 	NOTICES
	 	 	8	 
	12.

	 	COUNTERPARTS
	 	 	9	 
	13.

	 	GOVERNING LAW
	 	 	9	 
	14.

	 	ARBITRATION
	 	 	9	 






 









 





THIS GUARANTEE is made by way of deed on February 5, 2010:




BETWEEN:





	(1)	 	EVER UNION CAPITAL LIMITED, a company incorporated and existing under the laws of the British
Virgin Islands (the “Guarantor”); and
	 
	(2)	 	FAR EAST ENERGY LIMITED, a company incorporated and
existing under the laws of the Hong Kong Special Administration Region of the People’s Republic of
China (the “Guaranteed Party”).





RECITALS





	(A)	 	Pursuant to the Shares Purchase Agreement, the Guaranteed Party has agreed to sell to the
Purchaser and the Purchaser has agreed to purchase from the Guaranteed Party the Purchased Shares
on certain terms and conditions, one of those conditions being that the Guarantor enters into this
Guarantee.
	 
	(B)	 	The board of directors and shareholders of the Guarantor are satisfied that the Guarantor is
entering into this Guarantee for the purposes of its business and that it will derive indirect
benefit by doing so.
	 
	(C)	 	The Guarantor and the Guaranteed Party intend this Guarantee to take effect as a deed.






	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Guarantee the following terms have the meanings given to them in this Clause.

	 
	 	 	“Agreed Rate” means the rate of 2 per cent. per annum.
	 
	 	 	“Shares Purchase Agreement” means the shares purchase agreement dated February 5, 2010 by and among the Guarantor, Harmony Energy Limited, Zhang Ruilin, Zhao Jiangwei,
Shang Zhiguo, MI Energy Corporation, MIE Holdings Corporation and the Guaranteed Party.
	 
	 	 	“Liabilities” means all present and future liabilities and obligations (whether actual or
contingent, whether owed jointly or severally and whether owed as principal or surety or in
any other capacity) of the Purchaser to the Guaranteed Party under or in relation to the
Shares Purchase Agreement and “Liability” means any of them.
	 
	 	 	“Tax” means any tax, levy, impost, duty, withholding or other charge of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same).




1









 












	1.2	 	Construction






	 	(a)	 	Any reference in this Guarantee to:






	 	(i)	 	a “person” includes any individual, firm, company, corporation, government,
state or agency of a state or any association, trust, joint venture, consortium or
partnership (whether or not having separate legal personality);
	 
	 	(ii)	 	“VAT” means
value added tax as provided for in the Value Added Tax Act 1994 and any other tax
of a similar nature; and
	 
	 	(iii)	 	the “winding-up”, “dissolution” or “administration”
of a company or corporation shall be construed so as to include any equivalent or
analogous proceedings under the law of the jurisdiction in which such company or
corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including, without limitation, the seeking of
liquidation, winding-up, reorganisation, dissolution, administration, arrangement,
adjustment, protection from creditors or relief of debtors.






	 	(b)	 	Unless this Guarantee provides otherwise or the context otherwise requires, a term
which is defined (or expressed to be subject to a particular construction) in the Shares
Purchase Agreement shall have the same meaning (or be subject to the same construction) in
this Guarantee.
	 
	 	(c)	 	A reference in this Guarantee to any agreement or document or to any agreement or
document entered into pursuant to or in accordance with any such agreement or document is a
reference to:






	 	(i)	 	this Guarantee or other agreement or document as amended, novated,
supplemented, extended or restated; and
	 
	 	(ii)	 	any other agreement or document whereby such
agreement or document is so amended, restated, varied, novated or supplemented or which is
entered into pursuant to or in accordance with any such agreement or document.






	 	(d)	 	A provision of law is a reference to that provision as amended or re-enacted.
	 
	 	(e)	 	Clause headings are for ease of reference only and shall not affect the construction of
this Guarantee.






	1.3	 	Third Party Rights
	 
	 	 	A person which is not a party to this Guarantee shall have no rights to enforce the
provisions of this Guarantee other than those it would have had if the Contracts (Rights of
Third Parties) Act 1999 had not come into force.




2









 












	2.	 	GUARANTEE
	 
	2.1	 	Guarantee and Indemnity
	 
	 	 	The Guarantor as principal obligor and not merely as surety irrevocably and
unconditionally:






	 	(a)	 	guarantees to the Guaranteed Party the due and punctual performance by
the Purchaser of the Liabilities;
	 
	 	(b)	 	undertakes with the Guaranteed Party that whenever
the Purchaser does not pay any amount of any Liability in full when due or expressed to be
due under or in connection with the Shares Purchase Agreement, the Guarantor shall
immediately on demand unconditionally pay that amount to the Guaranteed Party; and
	 
	 	(c) 	 	agrees with the Guaranteed Party as a primary and independent obligation that if, for any
reason, any amount of any Liability claimed by the Guaranteed Party under this Guarantee is
not recoverable on the basis of a guarantee, it will be liable as a principal debtor and
primary obligor to indemnify the Guaranteed Party against any cost, loss or liability it
incurs as a result of the Purchaser not paying any amount of any Liability on the date on
which it is stated to be due (but the amount payable by the Guarantor under this indemnity
will not exceed the amount it would have had to pay under this Guarantee if the amount
claimed had been recoverable on the basis of a guarantee).






	2.2	 	Demands
	 
	 	 	The amount specified in a demand made by the Guaranteed Party pursuant to this Guarantee as
to the amount of any Liability or the amount due from the Guarantor under this Guarantee
shall, save for manifest error, be conclusive and binding on the Guarantor.
	 
	3.	 	CONTINUING SECURITY
	 
	3.1	 	Continuing Obligations
	 
	 	 	This Guarantee is a continuing guarantee and will extend to the ultimate balance of amounts
payable by the Purchaser under or in relation to the Liabilities, regardless of any
intermediate payment or discharge in whole or in part.
	 
	3.2	 	Reinstatement
	 
	 	 	If any discharge, release or arrangement (whether in respect of the Liabilities or any
security for those Liabilities or otherwise) is made by the Guaranteed Party in whole or in
part on the faith of any payment, security or other disposition which is avoided or must be
restored in insolvency, liquidation, administration or otherwise, without limitation, then
the liability of the Guarantor under this Guarantee will continue or be reinstated as if
the discharge, release or arrangement had not occurred.




3









 












	3.3	 	Waiver of Defences
	 
	 	 	Guarantor unconditionally and irrevocably waives (i) demands, protests, or notices as the
same pertain to the Purchaser; (ii) any right to require Guaranteed Party to proceed
against the Purchaser or to pursue any other remedy; (iii) any right to assert against the
Purchaser, as a defense, counterclaim, set-off, recoupment or cross claim in respect of the
Liabilities, any defense (legal or equitable) or other claim which Guarantor may now or at
any time hereafter have against the Purchaser or any other Person; (iv) any defense based
upon an election of remedies by the Purchaser, unless the same would excuse performance by
the Purchaser, under this Guarantee; and (v) any duty of Guaranteed Party to advise
Guarantor of any information known to Guaranteed Party regarding the Purchaser or its
ability to perform under this Guarantee.
	 
	3.4	 	Guarantor Intent
	 
	 	 	Without prejudice to the generality of Clause 3.3 (Waiver of Defences), the Guarantor
expressly confirms that it intends that this Guarantee shall extend from time to time to
any (however fundamental) variation, increase, extension or addition of or to the Shares
Purchase Agreement.
	 
	3.5	 	Immediate Recourse
	 
	 	 	The Guarantor waives any right it may have of first requiring the Guaranteed Party to
proceed against or enforce any other rights or security or claim payment from any person
before claiming from the Guarantor under this Guarantee. This waiver applies irrespective
of any law or any provision of the Shares Purchase Agreement to the contrary.
	 
	3.6	 	Deferral of Guarantor’s Rights
	 
	 	 	Until all amounts which may be or become payable by the Purchaser under or in connection
with the Liabilities have been irrevocably paid in full and unless the Guaranteed Party
otherwise directs, the Guarantor will not exercise any rights (its “rights of recourse”)
which it may have by reason of performance by it of its obligations under this Guarantee or
by reason of any amount being payable, or liability arising, under this Guarantee:






	 	(a)	 	to
be indemnified by the Purchaser;
	 
	 	(b)	 	to take the benefit (in whole or in part and whether
by way of subrogation or otherwise) of any rights of the Guaranteed Party under the Shares
Purchase Agreement or of any other guarantee or security taken pursuant to, or in
connection with, the Shares Purchase Agreement by the Guaranteed Party;
	 
	 	(c)	 	to bring legal
or other proceedings for an order requiring the Purchaser to make any payment or perform
any obligation in respect of which the Guarantor has given a guarantee, undertaking or
indemnity under this Guarantee;
	 
	 	(d)	 	to exercise any right of set-off or counterclaim
against the Purchaser; and/or




4









 












	 	(e)	 	to claim or prove as a creditor of the Purchaser or any other person or its estate in
competition with the Guaranteed Party.






	 	The Guarantor shall hold any monies, rights or security held or received by it as a result
of the exercise of any such rights of recourse on behalf of, and to the order of, the
Guaranteed Party for application in accordance with the terms of this Guarantee as if such
monies, rights or security were held or received by the Guaranteed Party under this
Guarantee.






	3.7	 	Additional Security
	 
	 	 	This Guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by the Guaranteed Party.
	 
	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Guarantor makes the representations and warranties set out in Clauses 4.1 (Status) to
Clause 4.8 (Repetition) on the date of this Guarantee and acknowledges that the Guaranteed
Party has agreed to sell the Purchased Shares to the Purchaser and to accept this Guarantee
in reliance on those representations and warranties.
	 
	4.1	 	Status






	 	(a)	 	It is a limited liability company duly incorporated and validly existing under the laws
of British Virgin Islands;
	 
	 	(b)	 	It has the power to own its assets and carry on its business
as it is being conducted.






	4.2	 	Binding Obligations
	 
	 	 	The obligations expressed to be assumed by it in this Guarantee are legal, valid, binding
and enforceable obligations, except that such enforcement may be subject to or limited by
bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and
subject to the application of general principles of equity.
	 
	4.3	 	No Conflicts
	 
	 	 	The entry into and performance by it of this Guarantee does not and will not conflict with
the provisions of:






	 	(a)	 	any agreement instrument binding upon it or any of its assets,
	 
	 	(b)	 	its constitutional documents, or
	 
	 	(c)	 	any applicable law, regulation or official or
judicial order applicable to it.






	4.4	 	Power and Authority
	 
	 	 	It has the power to enter into this Guarantee and to exercise its rights and perform its
obligations under this Guarantee and all corporate and other action required to




5









 






	 	 	authorise its execution of this Guarantee, its exercise of such rights and its performance
of such obligations has been duly taken.






	4.5	 	Validity and Admissibility in Evidence
	 
	 	 	All acts, conditions and things required to be done, fulfilled and performed in order:






	 	(a)	 	to enable it lawfully to enter into, exercise its rights under and perform and comply with
the obligations expressed to be assumed by it in this Guarantee,
	 
	 	(b)	 	to ensure that the
obligations expressed to be assumed by it in this Guarantee are legal, valid and binding,
and
	 
	 	(c)	 	to make this Guarantee admissible in evidence in its jurisdiction of incorporation
and in England have been done, fulfilled and performed.






	4.6	 	Governing Law and Enforcement
	 
	 	 	In any proceedings taken in its jurisdiction of incorporation in relation to this
Guarantee, the choice of English law as the governing law of this Guarantee and any
judgment obtained in England will be recognised and enforced.
	 
	4.7	 	No Security from the Purchaser
	 
	 	 	It has not requested or taken any security from the Purchaser for any obligation (whether
present or future, actual or contingent) of the Purchaser to it.
	 
	4.8	 	Repetition
	 
	 	 	The representation and warranties set out in Clauses 4.1 (Status) to 4.7 (No Security from
the Purchaser):






	 	(a)	 	will survive the execution of the Shares Purchase Agreement; and
	 
	 	(b)	 	are deemed to be repeated on each date on which there are any outstanding Liabilities with
reference to the facts and circumstances then existing.






	5.	 	UNDERTAKINGS
	 
	5.1	 	Authorisations
	 
	 	 	The Guarantor shall obtain, comply with the terms of and do all that is necessary to
maintain in full force and effect all authorisations, approvals, licences and consents
required in or by the laws and regulations of its jurisdiction of incorporation to enable
it lawfully to enter into and perform its obligations under this Guarantee and to ensure
the legality, validity, enforceability and admissibility in evidence in its jurisdiction of
incorporation and in England of this Guarantee.
	 
	5.2	 	Pari Passu Claims
	 
	 	 	Under the laws of its jurisdiction of incorporation, the Guarantor shall ensure that the
claims of the Guaranteed Party against it under this Guarantee will rank at least pari




6









 






	 	 	passu with the claims of all its other unsecured creditors save those whose claims are
mandatorily preferred by reason of any bankruptcy, insolvency, liquidation or other similar
laws of general application.






	6.	 	TERMINATION
	 
	6.1	 	The Guarantor’s guarantee of the Liabilities under Clause 2.2 (b) of the Share Purchase
Agreement shall terminate upon the Completion as defined by Clause 2.2 (a) of the Share Purchase
Agreement.
	 
	6.2	 	Except as provided by Clause 6.1 above, this Guarantee shall terminate on the date falling
twelve (12) months after the Completion Date.
	 
	7.	 	COSTS AND EXPENSES 
	 
	7.1	 	Transaction Costs
	 
	 	 	Each of the Guarantor and the Guaranteed Party shall bear of its own costs and expenses
(including legal fees), and any VAT thereon, incurred by it in connection with the
negotiation, preparation and execution of this Guarantee.
	 
	7.2	 	Stamp Taxes
	 
	 	 	The Guarantor shall promptly on demand pay all stamp, registration and other taxes to which
this Guarantee or any judgment given in connection with this Guarantee is or at any time
may be subject and shall on demand indemnify the Guaranteed Party against any liabilities,
costs, claims and expenses (including legal fees) resulting from any failure to pay or
delay in paying any such tax.
	 
	7.3	 	Indemnity
	 
	 	 	The Guarantor shall indemnify and hold harmless the Guaranteed Party on demand from and
against any and all costs, claims losses, expenses (including legal fees) and liabilities,
and any VAT thereon, which the Guaranteed Party may incur as a result of the exercise,
preservation and/or enforcement by the Guaranteed Party of any of its rights and powers
under this Guarantee or by law.
	 
	8.	 	REMEDIES AND WAIVERS
	 
	 	 	No failure by the Guaranteed Party to exercise, nor any delay by the Guaranteed Party in
exercising, any right or remedy under this Guarantee shall operate as a waiver thereof nor
shall any single or partial exercise of any such right or remedy prevent any further or
other exercise thereof or the exercise of any other such right or remedy.




7









 












	9.	 	ADDITIONAL PROVISIONS
	 
	9.1	 	Partial Invalidity
	 
	 	 	If at any time any provision of this Guarantee is or becomes illegal, invalid or
unenforceable in any respect or this Guarantee is or becomes ineffective in any respect
under the law of any jurisdiction, such illegality, invalidity, unenforceability or
ineffectiveness shall not affect:






	 	(a)	 	the legality, validity or enforceability of the
remaining provisions of this Guarantee or the effectiveness in any other respect of this
Guarantee under such law; or
	 
	 	(b)	 	the legality, validity or enforceability of such provision
or the effectiveness of this Guarantee under the law of any other jurisdiction.






	9.2	 	Potentially Avoided Payments
	 
	 	 	If the Guaranteed Party determines that an amount paid to it under or in relation to the
Liabilities is capable of being avoided or otherwise set aside on the liquidation or
administration of the person by whom such amount was paid, then for the purposes of this
Guarantee, such amount shall be regarded as not having been paid.
	 
	10.	 	ASSIGNMENTS AND TRANSFERS
	 
	 	 	The provisions of this Guarantee shall be binding upon and accrue to the benefit of the
Guarantor and the Guaranteed Party and their respective successors and permitted assigns.
Notwithstanding the foregoing, neither of the Guarantor and the Guaranteed Party may assign
its rights and obligations in whole or in part hereunder without the prior written consent
of the other party.
	 
	11.	 	AMENDMENTS
	 
	 	 	All amendments and other modifications hereof or waivers of the observance of any term of
this Guarantee (either generally or in a particular instance and either retroactively or
prospectively) shall be in writing and signed by each of the Guarantor and the Guaranteed
Party.
	 
	12.	 	NOTICES
	 
	12.1	 	Communications in Writing
	 
	 	 	Each communication to be made under this Guarantee shall be made in writing but, unless
otherwise stated, may be made by fax or letter.
	 
	12.2	 	Delivery of Notices
	 
	 	 	Any communication or document to be made or delivered by one person to another pursuant to
this Guarantee shall (unless that other person has by 15 days’ written notice to the other
specified another address or fax number) be made or delivered to that other person at the
address or fax number identified with its signature or other form of execution below and
shall be deemed to have been made or delivered when




8









 






	 	 	despatched (in the case of any communication made by fax), or (in the case of any
communication made by letter) when left at that address or (as the case may be) five days
after being deposited in the post postage prepaid in an envelope addressed to it at that
address.






	13.	 	COUNTERPARTS
	 
	 	 	This Guarantee may be executed in counterparts and such counterparts taken together shall
constitute one and the same instrument.
	 
	14.	 	GOVERNING LAW
	 
	 	 	This Guarantee shall be governed by and construed in accordance with English law.
	 
	15.	 	ARBITRATION
	 
	15.1	 	Amicable Settlement
	 
	 	 	Any and all disputes, controversies and conflicts between the Guarantor and the Guaranteed
Party shall be resolved in accordance with the provisions Clause 11 of the Shares Purchase
Agreement.
	 
	16.	 	Effectiveness
	 
	 	 	This Guarantee shall take effect as a deed on the date on which it is stated to be
made.





IN WITNESS WHEREOF this Guarantee has been duly executed as a deed by the Guarantor
and the Guaranteed Party.




9











 





SIGNATORIES




	 	 	 	 	 
	THE GUARANTOR 

Executed as a deed by Ever Union Capital 

Limited acting by CHE Fung, a director, in 

the presence of:
	
 	 
	 	/s/
Che Fung 	 
	 	[Signature of Director] 	 
	 	Director 	 
	 
	 	 	 
	 	
/s/ Natasha Hsieh
 	 
	 	[Signature of Witness] 	 
	 	[Name of Witness]

          Natasha Y Hsieh

Address of Witness:

          17/F, Edinburgh Tower, The Landmark

           15
Queen’s Road

           Central, Hong Kong

Occupation of Witness: Attorney 	 
	 



	 	 	 	 	 
	THE GUARANTEED PARTY

Executed as a deed by Far East Energy 

Limited acting by                     , a director, in

the presence of:
	
 	 
	 	
 	 
	 	[Signature of Director] 	 
	 	Director 	 
	 
	 	 	 
	 	
 	 
	 	[Signature of Witness] 	 
	 	[Name of Witness]


Address of Witness:


Occupation of Witness: 	 



10









 







SIGNATORIES




	 	 	 	 	 
	THE GUARANTOR 

Executed as a deed by Ever Union Capital 

Limited acting by                     , a director, in 

the presence of:
	
 	 
	 	
 	 
	 	[Signature of Director] 	 
	 	Director 	 
	 
	 	 	 
	 	
 	 
	 	[Signature of Witness] 	 
	 	[Name of Witness]


Address of Witness:


Occupation of Witness: 	 
	 



	 	 	 	 	 
	THE GUARANTEED PARTY

Executed as a deed by Far East Energy 

Limited acting by Ruiling Zhang, a director, in

the presence of: Kelly Lian
	
 	 
	 	
/s/ Ruilin Zhang
 	 
	 	[Signature of Director] 	 
	 	Director 	 
	 
	 	 	 
	 	
/s/ Kelly Lian
 	 
	 	[Signature of Witness] 	 
	 	[Name of Witness]

          Kelly Lian

Address of Witness:

          Suite 406, Block C, Grand Place

          5 Hui zhong Road, Chaoyang District

          Beijing P.R.C

Occupation of Witness:

          Legal Counsel 	 



10









 






EXHIBIT
J HONG KONG LEGAL OPINION





40











 










					
	White & Case 

9th Floor, Central Tower 

28 Queen’s Road Central 

Hong Kong
	 	Tel +852 2822 8700

Fax +852 2845 9070

www.whitecase.com
	 	






Direct Dial + (852) 2822-8753     jleifer@whitecase.com




JL/




10 March, 2010




Harmony Energy Limited

Suites 7003-7005, 70th Floor

Two International Finance Centre

8 Finance Street, Central

Hong Kong




Attn: Mr. Fan Lei




Re: Far East Energy Limited (the “Company”)




INTRODUCTION





	1.	 	We have acted as legal counsel as to the laws of the Hong Kong Special
Administrative Region (“Hong Kong”) of the People’s Republic of China to the
Company, a private limited company incorporated under the laws of Hong Kong in
connection with its proposed sale of 3,642,512 Series B Preferred Shares of MIE
Holdings Corporation to Harmony Energy Limited (the “Transaction”) under the
terms of a shares purchase agreement dated 5 February, 2010 (the “Shares Purchase
Agreement”), entered into between Harmony Energy Limited, Zhang Ruilin, Zhao
Jiangwei, Shang Zhiguo, MI Energy Corporation, MIE Holdings Corporation and the
Company.
	 
	2.	 	We have acted as the legal counsel to the Company in connection with the
Transaction.
	 
	3.	 	This opinion is limited to the laws, rules and regulations of Hong Kong as
in force as
at the date hereof and as they would be applied by the Hong Kong courts on the
date
of this opinion. It is given on the basis that it will be governed by and
construed in
accordance with Hong Kong law. In giving this opinion we neither express nor
imply
any opinion on any laws, rules and regulations, other than the laws of Hong Kong,
and we have not made any investigations of the laws, rules and regulations of any
other jurisdiction.





	 	 	 	 	 	 	 	 	 	 
	Partners:	 	Seung Chong	 	Sharon E. Hartline	 		Partners, White &
Case llp
Registered in
Hong Kong
	 	 	John Hartley	 	Jeremy C. Leifer	 		Registered Foreign
Lawyers; not
admitted in Hong
Kong
	 

	 	 	 	 	 		Hallam Chow (USA)
	 	Anna-Marie Slot (USA)
	 

	 	 	 	 	 		John Shum (England and Wales)
	 	Barrye L. Wall (USA)





ABU DHABI ALMATY ANKARA BEIJING BERLIN BRATISLAVA BRUSSELS BUCHAREST BUDAPEST DOHA DÜSSELDORF
FRANKFURT GENEVA HAMBURG HELSINKI HONG KONG ISTANBUL JOHANNESBURG LONDON LOS ANGELES MEXICO CITY
MIAMI MOSCOW MUNICH NEW YORK PALO ALTO PARIS PRAGUE RIYADH SĀO PAULO SHANGHAI SINGAPORE STOCKHOLM
TOKYO WARSAW WASHINGTON, DC








 









 








Harmony Energy Limited





10 March, 2010




	4.	 	Except for those matters of Hong Kong law which are specifically addressed in
this
opinion, we express no opinion or view on the Shares Purchase Agreement or the
transactions contemplated by it and make no comment with regard
to the
representations that may be made by the Company.





DOCUMENTS REVIEWED





	5.	 	For the purposes of this opinion we have reviewed the following documents:






	 	(i)	 	an electronic copy in pdf format of the Company’s certificate of
incorporation extracted from our Searches;
	 
	 	(ii)	 	an electronic copy in pdf format of the Company’s memorandum and
articles of association extracted from our Searches (the “M&A”);
	 
	 	(iii)	 	an executed original of the Shares Purchase Agreement;
	 
	 	(iv)	 	an executed original of the Shareholders Agreement (as defined
in the Shares Purchase Agreement);
	 
	 	(v)	 	an executed original of the TPG Waiver Letter (as defined in the
Shares Purchase Agreement);
	 
	 	(vi)	 	an executed original of the Sino Link Waiver Letter (as defined
in the Shares Purchase Agreement);
	 
	 	(vii)	 	an executed original of the Deed of Partial Release and
Amendment (as defined in the Shares Purchase Agreement);
	 
	 	(viii)	 	an executed original of the Credit Support Agreement (as defined in the
Shares Purchase Agreement);
	 
	 	(ix)	 	an executed original of the Guaranty (as defined in the Shares
Purchase Agreement); and
	 
	 	(x)	 	an executed original of the written resolutions of all the
directors of the Company, dated 5 February, 2010 (the “Resolutions”),
approving, inter alia, the entry into of the Shares Purchase Agreement.






	 	 	Each of the documents referred to at paragraphs (iv) to (ix) are hereinafter
referred to as the “Transaction Documents”.
	 
	6.	 	On 9 March, 2010, we carried out full searches at the Hong Kong Companies
Registry
in respect of the Company. On the same date we also made searches in respect of the
Company at the High Court of Hong Kong and the Official Receiver’s Office of Hong
Kong (through our search agent, Fastle Company (the “Search Agent”)). We confirm
that the searches (the “Searches”) at the Hong Kong Companies Registry, the Official
Receiver’s Office in Hong Kong and the High Court of Hong Kong referred to above
did not reveal any filings made by the Company or any other person recording any
order or resolution for the winding-up of the Company or the appointment of a




2









 







Harmony Energy Limited





10 March, 2010





	 	 	receiver of the Company (whether under any existing security granted by the Company
or otherwise) or any statutory declaration by the Company’s directors under Section
228A of the Companies Ordinance (Cap. 32) of the Laws of Hong Kong (the “Companies
Ordinance”) or any notice of appointment of a liquidator or receiver (whether under
any existing security granted by the Company or otherwise) of the Company.
	 
	 	 	Except as referred to above, we have not examined any other document or made any
other search or enquiry for the purposes of giving the opinion set out herein. It
should be noted that the search undertaken by the Search Agent at the High Court of
Hong Kong made on 9 March, 2010 was limited to the period between 1 January, 2000
and 6 March, 2010.





ASSUMPTIONS





	7.	 	In giving this opinion we have assumed the following, which
we have not independently verified:






	 	(i)	 	All signatures, stamps and seals are genuine, all documents
submitted to us as originals are authentic and complete and all deeds and
counterparts were executed in single physical form; any document submitted to us
as an electronic copy conforms to its original and all signatures on any such
document are genuine and no such document has been amended or rescinded; and all
documents submitted to us or reviewed by us as draft or execution copies (if
any) conform to the final signed copies of those documents and each such
document is complete and, if not original, conforms to the original and none of
those documents has been nor will be amended or rescinded;
	 
	 	(ii)	 	the Company has not passed any resolution for its voluntary
winding-up, no petition has been presented or order made by a court for the
winding-up, dissolution or receivership of the Company and no liquidator,
receiver, administrator, trustee, or similar officer has been appointed in
relation to the Company or any of its assets, or in relation to any of its
assets in any jurisdiction;
	 
	 	(iii)	 	all public records of the Company which we have examined are
accurate and that the information disclosed by the Searches is true and
complete and that such information has not since then been altered and that
such Searches did not fail to disclose any information which had been delivered
for registration but did not appear on the public records at the date of the
Searches;
	 
	 	(iv)	 	there is nothing in the minute book of the Company, which we
have not inspected, that would or might affect the opinions hereinafter
appearing;
	 
	 	(v)	 	there has been no alteration in the status or condition of the
Company as disclosed by the Searches;
	 
	 	(vi)	 	there is nothing under any law (other than the laws of Hong
Kong) which would or might affect the opinions hereinafter appearing;




3









 






Harmony Energy Limited





10 March, 2010





	 	(vii)	 	the Resolutions were properly adopted by the Company’s
directors, and the Resolutions have not been modified, amended, annulled,
rescinded or revoked (in whole or in part) and are in full force and effect;
and
	 
	 	(viii)	 	without independent investigation, all representations and warranties
contained in the Shares Purchase Agreement and in any of the Transaction
Documents are, or will when given, be true and correct.





OPINIONS





	8.	 	Based upon, and subject to, the foregoing assumptions (which we have taken no
steps
to independently verify) and the qualifications set out below, and having regard to
such legal considerations as we deem relevant, we are of the opinion that:






	 	(i)	 	the Company is duly incorporated with limited liability under
the Companies Ordinance and, based solely on the Searches, validly existing
under the laws of Hong Kong;
	 
	 	(ii)	 	the Company has the necessary corporate capacity, power and
authority to execute the Shares Purchase Agreement and each of the Transaction
Documents, perform and consummate the transactions contemplated under the
Shares Purchase Agreement and each of the Transaction Documents, and no such
execution, performance or consummation is and will result in a breach or
violation by the Company of any of the terms and provisions of (a) the laws or
regulations (having the force of law) of Hong Kong, or (b) the M&A;
	 
	 	(iii)	 	the Company has taken all necessary corporate action to
authorize the execution and delivery by the Company of the Shares Purchase
Agreement and each of the Transaction Documents, the performance by the Company
of its obligations under the Shares Purchase Agreement and each of the
Transaction Documents, and the consummation by the Company of the transactions
contemplated by the Shares Purchase Agreement and each of the Transaction
Documents; and
	 
	 	(iv)	 	no consent, approval or authorization of, or filing or
registration with any governmental, judicial or regulatory authorities is
required by the Company under the laws of Hong Kong for the execution and
delivery by the Company of the Shares Purchase Agreement and each of the
Transaction Documents, the performance by the Company of its obligations under
Shares Purchase Agreement and each of the Transaction Documents, and the
consummation by the Company of the transactions contemplated by the Shares
Purchase Agreement and each of the Transaction Documents.





QUALIFICATIONS





	9.	 	The opinions expressed above are subject to the following qualifications:






	 	(i)	 	It should be noted that the Hong Kong Companies Registry search
is not capable of revealing whether or not a winding-up petition has been
presented. The Searches should not be regarded as conclusive and, in particular,
any such orders, resolutions, appointments, statutory declarations or
notices of




4









 






Harmony Energy Limited





10 March, 2010





	 	 	 	appointment as are referred to in paragraph 6 above, may not yet have been
filed or placed on the public record.




This Opinion may be relied upon by the addressee only. It may not be disclosed to any other
person or quoted or referred to it in any public document or filed it with any person,
except with our prior written consent.




Yours faithfully,




/s/ White
& Case

White & Case




JL:nd





5











 





EXHIBIT K

BRITISH VIRGIN ISLANDS LEGAL OPINION






41









 













	 	 	 
	Our ref

	 	GDK\LWP\655822\3708257v4
	Direct tel

	 	+852 2971 3096
	Email

	 	lorraine.pao@maplesandcalder.com






TPG Star Energy Ltd.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102




10 March 2010




Dear Sirs




Harmony Energy Limited (the “Company”)



We have acted as counsel as to British Virgin Islands law to the Company in connection with the
purchase from Far East Energy Limited (“FEEL”) of 3,642,512 series B preferred shares in the
issued share capital of MIE Holdings Corporation (the “MIE”).





	1	 	Documents Reviewed




We have reviewed originals, copies, drafts or conformed copies of the following documents:





	1.1	 	The written resolutions of the sole director of the Company dated 5 February 2010 (the
“Resolutions”).
	 
	1.2	 	A certificate of incumbency dated 18 February 2010, issued by Portcullis TrustNet (BVI)
Limited,
the Company’s registered agent, (a copy of which is attached as Annexure A) (the “Registered
Agent’s Certificate”).
	 
	1.3	 	The public records of the Company on file and available for public inspection at the Registry of
Corporate Affairs in the British Virgin Islands (the “Registry of Corporate Affairs”) on 5
March
2010 (the “Public Company Records”) including:






	 	(a)	 	the Company’s Certificate of Incorporation; and
	 
	 	(b)	 	the Company’s Memorandum and Articles of Association.






	1.4	 	The records of proceedings on file with and available for inspection on 5 March 2010 at the
British
Virgin Islands High Court Registry (the “High Court Registry”).
	 
	1.5	 	A certificate from a Director of the Company dated 10 March 2010 (a copy of which is annexed
hereto as Annexure B) (the “Director’s Certificate”).
	 
	1.6	 	A share purchase agreement relating to the purchase of 3,642,512 series B preferred shares in
MIE dated 5 February 2010 entered into between, amongst others, the Company, FEEL and MIE
(the “Share Purchase Agreement”).





Maples and Calder




53rd Floor The Center 99 Queen’s Road Central Hong Kong

Tel +852 2522 9333 Fax +852 2537 2955 www.maplesandcalder.com




Resident Hong Kong Partners: Christine Chang (England and Wales), Spencer Privett (England and Wales)

Anne Walker (England and Wales), Anthony Webster (England and Wales), Greg Knowles (England and Wales)

Barry Mitchell (British Virgin Islands), Mark Western (England and Wales), Stacey Overholt (England and Wales), John Trehey (New Zealand)

Cayman Islands and British Virgin Islands Attorneys at Law | Offices: British Virgin Islands, Cayman Islands, Dubai, Dublin, Hong Kong, London








 









 









	1.7	 	A second amended and restated shareholders’ agreement in relation to MIE dated 10
March
2010 entered into between, amongst others, TPG Star Energy Ltd., TPG Star Energy Co-Invest
LLC, the Company, FEEL and MIE.
	 
	1.8	 	A credit support agreement dated 10 March 2010 entered into between, amongst others, TPG
Star Energy Ltd., the Company, FEEL and MIE.
	 
	1.9	 	A share charge dated 10 March 2010 over the shares in MIE granted by the Company in favour
of TPG Star Energy Ltd. (the “Share Charge”).




The documents referred to in paragraphs 1.7 and 1.8 above are collectively referred to as the “New
York Documents”.



The documents referred to in paragraphs 1.6 to 1.9 above are collectively referred to as the
“Transaction Documents”.





	2	 	Assumptions




In giving this opinion we have assumed (without further verification) the completeness and
accuracy of the Registered Agent’s Certificate and the Director’s Certificate. We have also relied
upon the following assumptions, which we have not independently verified:





	2.1	 	The Transaction Documents have been authorised and duly executed and delivered by or on
behalf of all relevant parties (other than the Company as a matter of British Virgin Islands
law) in
accordance with all relevant laws (other than the laws of the British Virgin Islands).
	 
	2.2	 	The Transaction Documents are legal, valid, binding and enforceable against all relevant
parties
in accordance with their respective terms under all relevant laws (other than the laws of the
British Virgin Islands).
	 
	2.3	 	The choice of English law as the governing law of the Share Purchase Agreement has been
made in good faith and would be regarded as a valid and binding selection which will be upheld
by the courts of England as a matter of English law and all other relevant laws (other than the
laws of the British Virgin Islands).
	 
	2.4	 	The choice of the laws of the State of New York as the governing law of the New York
Documents has been made in good faith and would be regarded as a valid and binding selection
which will be upheld by the courts of the State of New York as a matter of the laws of the
State of
New York and all other relevant laws (other than the laws of the British Virgin Islands).
	 
	2.5	 	The choice of Cayman Islands law as the governing law of the Share Charge has been made in
good faith and would be regarded as a valid and binding selection which will be upheld by
the
courts of the Cayman Islands as a matter of Cayman Islands law and all other relevant laws
(other than the laws of the British Virgin Islands).
	 
	2.6	 	Copy documents, conformed copies or drafts of documents provided to us are true and complete
copies of, or in the final forms of, the originals, and translations of documents provided to us are
complete and accurate.
	 
	2.7	 	All signatures, initials and seals are genuine.






2











 






	2.8	 	Except to the extent that we opine herein on matters of British Virgin Islands law, the
accuracy
and completeness of all factual representations expressed in or implied by the documents we
have examined.
	 
	2.9	 	That all public records of the Company which we have examined are accurate and that the
information disclosed by the searches which we conducted against the Company at the Registry
of Corporate Affairs and the High Court Registry is true and complete and that such information
has not since then been altered and that such searches did not fail to disclose any information
which had been delivered for registration but did not appear on the public records at the date of
our searches.
	 
	2.10	 	The power, authority and legal right of all parties under all relevant laws and regulations (other
than, with respect to the Company, the laws of the British Virgin Islands) to enter into,
execute,
deliver and perform their respective obligations under the Transaction Documents.
	 
	2.11	 	The final execution version of the Share Charge that has been executed as a deed existed at
the
moment of execution as a single physical document (whether in counterpart or not) including the
entire body of the Share Charge, the signature pages and any annexes and/or schedules thereto.
	 
	2.12	 	Under Cayman Islands law and all other relevant laws (other than the laws of the British Virgin
Islands), including, without prejudice to the generality of the foregoing, the governing law
and law
of situs of the property subject to the security interests created pursuant to the Share
Charge (the
“Secured Property”), the Share Charge creates a valid first priority security interest over
the
Secured Property and any steps required as a matter of Cayman Islands law or other relevant
laws (other than the laws of the British Virgin Islands) to perfect such security interest
or to
regulate its ranking in point of priority have been taken.
	 
	2.13	 	The existence of the Secured Property, that immediately prior to the creation of the Share
Charge
the Company was and continues to be the legal and beneficial owner of the Secured Property
and that no encumbrances or equities exist in respect of the Secured Property (other than arising
by virtue of the laws of the British Virgin Islands or as maintained in the register of relevant
charges maintained by the Company pursuant to section 162 of the BVI Business Companies
Act, 2004 or the Public Company Records) and that there is no contractual or other prohibition
(other than arising by virtue of the laws of the British Virgin Islands) binding upon the Company
preventing the Company from creating the first priority security interest over the Secured Property
pursuant to the Share Charge.
	 
	2.14	 	The Secured Property is not subject to any liens or rights of forfeiture under the articles of
association of MIE and MIE has not received a stop notice under Order 50 r.11 of the Grand
Court Rules of the Cayman Islands in respect of the Secured Property.
	 
	2.15	 	The Resolutions remain in full force and effect.
	 
	2.16	 	Payment obligations of the Company under the Transaction Documents are unsubordinated and
undeferred as a contractual matter under the governing law of the Transaction Documents and
the parties to the Transaction Documents do not subsequently agree to subordinate or defer their
claims.
	 
	2.17	 	There is nothing under any law (other than the law of the British Virgin Islands) which would or
might affect the opinions hereinafter appearing. Specifically, we have made no independent
investigation of English law, the laws of the State of New York and the laws of Cayman
Islands.




3









 






	2.18	 	There is nothing contained in the minute book or the corporate records of the Company
(which
we have not inspected) which would or might affect the opinions hereinafter appearing.
	 
	2.19	 	The Company is not a sovereign entity of any state and is not a subsidiary, direct or
indirect of
any sovereign entity or state.
	 
	3	 	Opinions




Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and
having regard to such legal considerations as we deem relevant, we are of the opinion that:





	3.1	 	The Company is a company limited by shares registered under the BVI Business Companies Act,
2004 (the “Act”), duly incorporated, in good standing at the Registry of Corporate Affairs
and
validly existing under the laws of the British Virgin Islands, and possesses the capacity to
sue and
be sued in its own name.
	 
	3.2	 	The Company has full power and authority under its Memorandum and Articles of Association to
enter into, execute and perform its obligations under the Transaction Documents.
	 
	3.3	 	The execution and delivery of the Transaction Documents and the performance by the Company
of its obligations thereunder does not conflict with or result in a breach of any of the terms or
provisions of the Memorandum and Articles of Association of the Company or any law, public rule
or regulation applicable to the Company in the British Virgin Islands.
	 
	3.4	 	The execution, delivery and performance of the Transaction Documents have been duly
authorised by and on behalf of the Company and, assuming the Transaction Documents have
been executed and unconditionally delivered by the sole director of the Company, the
Transaction Documents have been duly executed and delivered on behalf of the Company and
constitute the legal, valid and binding obligations of the Company enforceable in accordance
with
their terms.
	 
	3.5	 	No authorisations, consents, approvals, licenses, validations or exemptions are required by
law
from any governmental authorities or agencies or other official bodies in the British Virgin
Islands
in connection with:






	 	(a)	 	the creation, execution or delivery of the Transaction Documents;
	 
	 	(b)	 	enforcement of the Transaction Documents; or
	 
	 	(c)	 	the performance by the Company or any other party of their respective
obligations under any of the Transaction Documents.






	3.6	 	With the exception of filing fees charged by the Registry of Corporate Affairs in respect of
any
optional filings made at the Registry of Corporate Affairs no taxes, fees or charges
(including
stamp duty) are payable (either by direct assessment or withholding) to the government or
other
taxing authority in the British Virgin Islands under the laws of the British Virgin Islands
in respect
of:






	 	(a)	 	the execution or delivery of the Transaction
Documents;
	 
	 	(b)	 	the enforcement of the Transaction
Documents; or




4









 






	 	(c)	 	payments made under, or pursuant to, the Transaction Documents.






	 	 	Companies incorporated or registered under the Act are currently exempt from income and
corporate tax. In addition, the British Virgin Islands currently does not levy capital
gains tax on companies incorporated or registered under the Act. There is no applicable
statutory usury or interest limitation law in the British Virgin Islands which would
restrict the recovery of payments or the performance by the Company of its obligations
under the Transaction Documents.
	 
	3.7	 	The courts of the British Virgin Islands will observe and give effect to the choice of
English law as
the governing law of the Share Purchase Agreement.
	 
	3.8	 	The courts of the British Virgin Islands will observe and give effect to the choice of the
laws of the
State of New York as the governing law of the New York Documents.
	 
	3.9	 	The courts of the British Virgin Islands will observe and give effect to the choice of Cayman
Islands law as the governing law of the Share Charge.
	 
	3.10	 	Based solely on our inspection of the High Court Registry from the date of incorporation of the
Company there were no actions or petitions pending against the Company in the High Court of
the British Virgin Islands as at the time of our searches on 5 March 2010.
	 
	3.11	 	On the basis of our searches conducted at the Registry of Corporate Affairs and at the High
Court
Registry, no currently valid order or resolution for the winding-up of the Company and no
current
notice of appointment of a receiver over the Company, or any of its assets, appears on the
records maintained in respect of the Company. It is a requirement that notice of appointment
of a
receiver be registered with the Registry of Corporate Affairs under section 118 of the
Insolvency
Act 2003. In addition we refer you to the Registered Agent’s Certificate that states that
the
registered agent is not aware that any liquidation, dissolution or insolvency proceedings
have
been commenced against the Company or that a receiver has been appointed over the Company
or any of its assets.
	 
	3.12	 	On the basis of our search conducted at the Registry of Corporate Affairs, no charge created
by
the Company has been registered pursuant to section 163 of the Act. We also refer you to
the
Registered Agent’s Certificate that states that no entries have been made on the Company’s
register of charges maintained pursuant to section 162 of the Act.
	 
	3.13	 	Service of process in the British Virgin Islands on the Company may be effected by leaving at
the
registered office of the Company the relevant document to be served. On the basis of our
search
at the Registry of Corporate Affairs, the registered office of the Company is Portcullis
TrustNet
(BVI) Limited, PO Box 3444, Road Town, Tortola, British Virgin Islands.
	 
	3.14	 	It is not necessary for any of the parties to the Transaction Documents to be licensed,
qualified or
otherwise entitled to carry on business in, or otherwise registered with, any governmental or other
authority of or in the British Virgin Islands in order to claim and enforce in the British Virgin Islands
any right in the Transaction Documents.
	 
	3.15	 	It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the
Transaction Documents that any document be filed, recorded or enrolled with any governmental
authority or agency or any official body in the British Virgin Islands.






5












 






	3.16	 	The parties to the Transaction Documents (other than the Company) will not be deemed to
be
resident, domiciled or carrying on business in, or subject to, the laws of the British Virgin Islands
by reason only of the execution, delivery, performance or enforcement of the Transaction
Documents.
	 
	3.17	 	The Company is subject to the jurisdiction of the courts of the British Virgin Islands and is not
entitled to claim any immunity from suit or execution of any judgment on the grounds of
sovereignty or otherwise.
	 
	3.18	 	In relation to the Share Charge:






	 	(a)	 	the courts of the British Virgin Islands will recognise the security interest
created by the
Share Charge;
	 
	 	(b)	 	no steps are required as a matter of British Virgin Islands law to perfect such
security
interest. However it is a requirement of the Act that the Company keep a register of
all
relevant charges created by the Company (the “Register”), either at the Company’s
registered office, or at the office of the Company’s registered agent. Details of the
Share
Charge should therefore be entered into the Register. Furthermore, for the purposes
of
priority, an application should be made to the British Virgin Islands Registrar of
Corporate
Affairs to register the charge created by the Share Charge at the Registry of
Corporate
Affairs; and
	 
	 	(c)	 	subject to registration as detailed in paragraph 3.18(b) above the security
interest created
by the Share Charge will have priority over any claims by third parties (other than
those
preferred by law) including any liquidator or a creditor of the Company, subject in
the case
of a winding up of the Company in a jurisdiction other than the British Virgin
Islands to any
provisions of the laws of that jurisdiction as to priority of claims in a winding up.






	3.19	 	The obligations of the Company under the Transaction Documents rank and will rank at least
pari
passu with all its other present and future unsecured obligations (other than those
preferred by
law).
	 
	3.20	 	The Company has full power and authority under its Memorandum and Articles of Association to
acquire, hold and sell foreign currency and securities.
	 
	4	 	Qualifications




The opinions expressed above are subject to the following qualifications:





	4.1	 	The term “enforceable” as used above means that the obligations assumed by the Company under
the Transaction Documents are of a type which the courts of the British Virgin Islands will
enforce. It does not mean that those obligations will necessarily be enforced in all
circumstances in accordance with their terms. In particular:






	 	(a)	 	enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganisation, readjustment of debts or moratorium or other laws of general
application relating to or affecting the rights of creditors;




6









 






	 	(b)	 	enforcement may be limited by general principles of equity. For example,
equitable
remedies such as specific performance may not be available, inter alia, where
damages
are considered to be an adequate remedy;
	 
	 	(c)	 	some claims may become barred under the statutes of limitation or may be or
become
subject to defences of set off, counterclaim, estoppel and similar defences;
	 
	 	(d)	 	where obligations are to be performed in a jurisdiction outside the British
Virgin Islands,
they may not be enforceable in the British Virgin Islands to the extent that
performance
would be illegal under the laws of that jurisdiction;
	 
	 	(e)	 	the courts of the British Virgin Islands have jurisdiction to give judgment in
the currency of
the relevant obligation and statutory rates of interest payable upon judgments will
vary
according to the currency of the judgment;
	 
	 	(f)	 	obligations to make payments that may be regarded as penalties will not be
enforceable;
and
	 
	 	(g)	 	the courts of the British Virgin Islands may decline to exercise jurisdiction
in relation to
substantive proceedings brought under or in relation to the Transaction Documents in
matters where they determine that such proceedings may be tried in a more
appropriate
forum.






	4.2	 	To maintain the Company in good standing under the laws of the British Virgin Islands, annual
filing fees must be paid to the Registry of Corporate Affairs.
	 
	4.3	 	The obligations of the Company may be subject to restrictions pursuant to United Nations
sanctions as implemented under the laws of the British Virgin Islands.
	 
	4.4	 	Preferred creditors under the Insolvency Act, 2003 will rank ahead of unsecured creditors and
secured creditors where the latter’s security is in the nature of a floating charge.
	 
	4.5	 	The courts of the British Virgin Islands will not recognise or enforce foreclosure (meaning the
assumption by the chargee of legal ownership of the Secured Property and the extinction of
the
chargor’s equity of redemption therein) against the Secured Property pursuant to any
provision in
the Share Charge in the absence of foreclosure proceedings against the relevant chargor in
the
courts of the British Virgin Islands, or a judgment in respect of foreclosure proceedings
against
the chargor in the courts of another jurisdiction which the courts of the British Virgin
Islands are
prepared to enforce in accordance with the usual principles applicable to the enforcement of
foreign judgments in the British Virgin Islands.
	 
	4.6	 	Following the English decision in MacMillan Inc. V
Bishopsgate Trust (No. 3) [1995] 1 W.L.R.
978,
which would be persuasive although not technically binding in the courts of the British
Virgin
Islands, it is not necessarily the case that, as a matter of British Virgin Islands conflict
of law rules,
priorities of competing interests in shares in a Cayman Islands company will be determined
according to the jurisdiction of incorporation of such company, for example, when the
register of
members is maintained in another jurisdiction.
	 
	4.7	 	Provided that the assumptions in paragraph 2.13 and 2.14 above are correct then the interest
of
TPG Star Energy Ltd. created pursuant to the Share Charge will rank after any later legal
interest
in the Secured Property created in favour of a bona fide purchaser or mortgagee for value
without




7









 






	 	 	notice of the security interest created pursuant to the Transaction Documents. Under British
Virgin Islands law, registration of the Register with the British Virgin Islands Registrar
of Corporate Affairs is deemed to be constructive notice of the matters therein.
	 
	4.8	 	A certificate, determination, calculation or designation of any party to the Transaction
Documents
as to any matter provided therein might be held by a British Virgin Islands court not to be
conclusive final and binding if, for example, it could be shown to have an unreasonable or
arbitrary basis, or in the event of manifest error.
	 
	4.9	 	We reserve our opinion as to the extent to which the courts of the British Virgin Islands
would, in
the event of any relevant illegality, sever the offending provisions and enforce the remainder of
the transaction of which such provisions form a part, notwithstanding any express provisions in
this regard.
	 
	4.10	 	We make no comment with regard to the references to foreign statutes in the Transaction
Documents.
	 
	4.11	 	This opinion is given only as to, and based on, circumstances and matters of fact existing and
known to us on the date of this opinion. This opinion only relates to the laws of the
British Virgin
Islands which are in force on the date of this opinion.
	 
	4.12	 	We express no view as to the commercial terms of the Transaction Documents or whether such
terms represent the intentions of the parties and make no comment with regard to the
representations that may be made by the Company.




This opinion may be relied upon by the addressee only. It may not be relied upon by any other
person except with our prior written consent.




Yours faithfully




/s/ Maples
and Calder

Maples and Calder





8











 





Annexure A




Registered Agent’s Certificate







 









 








CERTIFICATE OF INCUMBENCY




Name of Company: Harmony Energy Limited



We, Portcullis TrustNet
(BVI) Limited of Portcullis TrustNet Chambers, P.O. Box 3444. Road Town,
Tortola, British Virgin Islands, being the duly appointed Registered Agent Harmony Energy
Limited  (the “company”), a Business Company incorporated in the British Virgin Islands on 
31 July 2009 with Registration No. 1542422 hereby confirm the followings:-





	1.	 	the Company is in Good Legal Standing in the British Virgin Islands:
	 
	2.	 	that as far as can be determined from the documents retained at the Registered Office
of the
Company at Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin
Islands:






	 	a)	 	the Company is authorized to issue no more than 50,000 shares which may be issued
with or without par value.
	 
	 	b)	 	the current director is:





	 	 	 	 	 
	 

	 	Name
	 	Date of Appointment
	 

	 	CHE Fung
	 	17 November 2009







	 	c)	 	the current principal shareholder (i.e. companies/individuals with 10% or more of
the
issued shares/voting rights of the Company, of which none are held in the form of bearer
shares) is:





	 	 	 	 	 
	 

	 	Name
	 	No. & % of issued shares held
	 

	 	Ever Union Capital Limited
	 	100 (100%)







	 	d)	 	the Company has not created any charges.
	 
	 	 	 	We note that pursuant to section 163 of the Business Companies Act 2004 (as amended) a
register of Registered Charges in respect of the Company may be maintained at the BVI
Registry of Corporate Affairs by the Registrar of Corporate Affairs. As the maintenance
of such a register of Registered Charges is a requirement of the Registrar rather than
the Company the contents of a register of Registered Charges may not correspond with
the records of the Company held at the Registered Office.
	 
	 	e)	 	no proceedings are pending or threatened against the Company.
	 
	 	f)	 	no action has been taken to wind-up the Company or to appoint a receiver over its
assets.





	 	 	 	 	 
	 	For and on behalf of 
Portcullis TrustNet (BVI) Limited

 	 	 
	Signed:  	
/s/
 	Authorized Signature(s) 
	 	Portcullis TrustNet (BVI) Limited

Registered Agent

As at this 18 February 2010 	 	 



 









 






	 	 	 	 	 



Annexure B




Director’s Certificate



 









 





Harmony Energy Limited




Portcullis TrustNet Chambers, P.O. Box 3444

Road Town, Tortola, British Virgin Islands



March 10,
2010





	To:	 	 Maples and Calder


53rd Floor 

The Center

99 Queen’s Road Central

Hong Kong





Dear Sirs




Harmony
Energy Limited (the “Company”)



I, CHE Fung, being the sole director of the Company, am aware that you are being asked to provide
a legal opinion (the “Opinion”) in relation to certain aspects of British Virgin Islands law.
Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby
certify that:





	1	 	The Company has not created any mortgages or charges over any of its property or assets other
than those entered in the register of charges, or contemplated by the Transaction Documents.
	 
	2	 	The Resolutions of the sole director dated 5 February 2010 were signed by the sole director
of the
Company in the manner prescribed in the Articles of Association of the Company, are in full
force
and effect at the date hereof and have not been amended, varied or revoked in any respect.
	 
	3	 	The sole shareholder of the Company has not restricted or limited the powers of the sole
director in
any way. There is no contractual or other prohibition (other than as arising under British
Virgin
Islands law) binding on the Company prohibiting it from entering into and performing its
obligations
under the Transaction Documents.
	 
	4	 	The sole director of the Company at the date of Resolutions and at the date hereof was and is
CHE
Fung.
	 
	5	 	Prior to, at the time of, and immediately following execution of the Transaction Documents the
Company was and shall be able to pay its debts as they fall due and entered into the
Transaction
Documents for proper value and not with an intention to defraud or hinder its creditors or
by way of
fraudulent preference.
	 
	6	 	The sole director considers the transactions contemplated by the Transaction Documents to be
of
commercial benefit to the Company and has acted bona fide in the best interests of the
Company,
and for a proper purpose of the Company, in relation to the transactions the subject of the
Opinion.




 









 






	7	 	To the best of my knowledge and belief, having made due inquiry, the Company is not the
subject of
legal, arbitral, administrative or other proceedings in any jurisdiction, nor has the sole
director or sole
shareholder taken any steps to have the Company struck off or placed in liquidation. The
Company
has not received written notice of any steps been taken to wind up the Company by a third
party or in
respect of the appointment of a receiver over any of the Company’s property or assets.
	 
	8	 	The Company is not a central bank, monetary authority or other sovereign entity of any state
and
is not a subsidiary, direct or indirect, of any sovereign entity or state.





[Signature page follows]








2









 







I confirm that you may continue to rely on this Certificate as being true and correct on the day
that you issue the Opinion unless I shall have previously notified you personally to the contrary.




	 	 	 	 	 
	 	 	 
	Signature:  	/s/
Che Fung
	 	 
	 	CHE Fung

 Sole
Director 	 	 
	 




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