EX-10.24






Exhibit 10.24




 









 





EXECUTION VERSION




Dated This 24th day of June 2009




By and Among



Standard Bank Plc,



Zhang Ruilin,



Zhao Jiangwei,



Shang Zhiguo



MI Energy Corporation



MIE Holdings Corporation



AND 



Far East Energy Limited



 





AMENDMENT TO

SHARES PURCHASE AGREEMENT

relating to the purchase of 197,049 Ordinary Shares

of

MIE HOLDINGS CORPORATION



 





 









 




THIS AMENDMENT TO SHARES PURCHASE
AGREEMENT (this “Amendment”) is made on the 24th
day of June 2009 by and among:





	(1)	 	STANDARD BANK PLC, a financial institution incorporated in England, and/or one
or more of its Affiliates
(collectively, “Standard Bank”);
	 
	(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 (the “MIE”) and
	 
	(7)	 	MIE HOLDINGS CORPORATION, an exempted company incorporated with
limited liability in the Cayman Island (the “Company”).




WHEREAS, Standard Bank,
FEEL and the FEEL Shareholders entered into the Shares Purchase Agreement
dated January 12, 2009 (the “Original Agreement”) pursuant to which Standard Bank
purchased 197,049 Ordinary Shares on the terms and subject to the conditions contained in the
Original Agreement; and



WHEREAS, Standard Bank, FEEL,
the FEEL Shareholders, MIE and the Company now wish to amend the
Agreement on the terms and subject to conditions set forth herein.



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.	 	DEFINITIONS AND INTERPRETATION




Unless defined in this Amendment or the context otherwise requires, words and expressions defined
in the Original Agreement shall have the same meanings in this Amendment.





	2.	 	AMENDMENTS TO ORIGINAL AGREEMENT




With effect from the Effective Date (as defined below), the Original Agreement shall be amended as
set out in Schedule 1 hereto and all references in the Original Agreement to “this Agreement”,
“herein”, “hereof, “hereunder”, and words of like import shall be construed as references to the
Original Agreement as amended by this Amendment and as otherwise from time to time amended,
supplemented, restated, novated or replaced.





	3.	 	EFFECTIVE DATE






	3.1	 	Effective Date. The Original Agreement as amended by this Amendment shall be
effective on the date (the “Effective Date”) of the Completion as such term is defined




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	 	 	in the Series A Preferred Shares Subscription and Put Option Agreement dated as of June 19,
2009 by and among TPG Star Energy Ltd., Far East Energy Limited, MIE Holdings Corporation
and MI Energy Corporation (the “TPG SPA”).






	3.2	 	Conditions Precedent to Effectiveness. The effectiveness of the Original Agreement
as amended by this Amendment is conditioned upon the fulfillment of the following conditions:






	 	(a)	 	Completion shall have occurred under the TPG SPA;
	 
	 	(b)	 	each Party shall have performed and complied with all covenants, agreements
and undertakings contained in this Amendment that are required to be
performed or complied with by that Party on or before the Effective Date;
	 
	 	(c)	 	FEEL shall have delivered to Standard Bank certified true copies of the
resolutions of the board of directors of FEEL approving the terms of this
Amendment and the Amended Option Agreement;
	 
	 	(d)	 	the Company shall have delivered to Standard Bank certified true copies of
the resolutions of the board of directors of the Company approving the terms of
this Amendment, the Amended Option Agreement and the Amended and
Restated Memorandum and Articles (the “Restated Articles”) a copy of which
is attached hereto as Exhibit A) of the Company;
	 
	 	(e)	 	MIE shall have delivered to Standard Bank certified true copies of the
resolutions of the board of directors of MIE approving the terms of this
Amendment and the Amended Option Agreement;
	 
	 	(f)	 	each of FEEL and Standard Bank shall have executed and delivered to the
other party an amendment and restatement of the Option Agreement dated as
of January 9, 2009 by and between FEEL and Standard Bank (the “Amended
Option Agreement”) in the form attached hereto as Exhibit B;
	 
	 	(g)	 	Standard Bank shall have executed and delivered to each of FEEL, TPG, MIE
and the Company a shareholders agreement by and among TPG, Standard
Bank, FEEL, MIE and the Company in the form attached hereto as Exhibit C;
and
	 
	 	(h)	 	the FEEL Shareholders shall have executed and delivered to Standard
Bank an undertakings letter in the form attached hereto as Exhibit D.






	4.	 	RATIFICATION OF ORIGINAL AGREEMENT




The Original Agreement as amended by this Amendment is hereby ratified and confirmed.





	5.	 	GOVERNING LAW




This Amendment shall be governed by and construed in accordance with English law.





	6.	 	COUNTERPARTS




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This Amendment 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 Amendment 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.




[Signature page follows]





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




	 	 	 	 	 	 
	STANDARD BANK PLC

 	 	 	 
	By:  	/s/ 	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 
	FAR EAST ENERGY LIMITED

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

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

 	 	 
	By:  	/s/ Zhang Ruilin
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	 	 
	/s/ Zhang Ruilin
 	 	 
	ZHANG RUILIN 	 	 
	 	 	 
	 
	 	 	 
	/s/ Zhao Jiangwei
 	 	 
	ZHAO JIANGWEI 	 	 
	 	 	 
	 
	 	 	 
	
 	 	 
	SHANG ZHIGUO 	 	 
	 	 	 
	 



 









 








	 	 	 	 	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MI ENERGY CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	 	 
	 	 	 
	ZHANG RUILIN 	 	 
	 	 	 
	 
	 	 	 
	 	 	 
	ZHAO JIANGWEI 	 	 
	 	 	 
	 
	 	 	 
	/s/ Shang Zhiguo
 	 	 
	SHANG ZHIGUO 	 	 
	 	 	 



 









 






	 	 	 	 	 



Schedule 1





	1.	 	The Preamble of the Original Agreement shall be amended as follows:
	 
	 	 	THIS SHARES PURCHASE AGREEMENT (this “Agreement”) is made on the 12th
day of January 2009 by and among;






	 	(1)	 	STANDARD BANK PLC, a financial institution incorporated in England,
and/or one or more of its Affiliates (collectively, “Standard Bank”):
	 
	 	(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 Gl1875117
(“Zhao”);
	 
	 	(5)	 	SHANG ZHIGUO, an individual whose passport number is G18197033
(“Shane” and together with Zhang and Zhao, the “FEEL Shareholders”);
	 
	 	(6)	 	MI ENERGY CORPORATION, an exempted company incorporated with
limited liability in the Cayman Island (the “MIE”); and
	 
	 	(7)	 	MIE HOLDINGS CORPORATION, an exempted company incorporated
with limited liability in the Cayman Island (the “Company”).






	 	 	(Standard Bank, FEEL, the FEEL Shareholders, MIE and the Company are hereinafter referred
to collectively as the “Parties” and
individually as a “Party”).
	 
	2.	 	The definition of “MIE” in Clause 1.1 shall be deleted in its entirety and replaced with
the following:
	 
	 	 	““MIE” shall have the meaning set forth in the Preamble.”
	 
	3.	 	The definition of “Company” in Clause 1.1 shall be deleted in its entirety and replaced
with the following:
	 
	 	 	“Company” shall have the meaning set forth in the Preamble.”
	 
	4.	 	A new definition of “Allocable Indemnity Payment” shall be inserted in Clause 1.1
immediately after the definition of “Affiliate” as follows:
	 
	 	 	“Allocable Indemnity Payment” means, in respect of any Put Share, an amount equal to (i)
the aggregate indemnity payments made by the Warrantors to Standard Bank under this
Agreement which have resulted in a reduction in the purchase price of the Put Shares in
accordance with International Financial Reporting Standards divided by




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	 	 	(ii) the total number of Put Shares held by Standard Bank.”






	5.	 	The definition of “Compliance with Financing Agreements” in Clause 1.1 shall be
deleted in its entirety and replaced with the following:
	 
	 	 	““Compliance with Financing Agreements” shall have the meaning set forth in Clause 5A.1(c).”
	 
	6.	 	A new definition of “Conversion Notice” shall be inserted in Clause 1.1 immediately
after the definition of “Consent” in Clause 1.1 as follows:
	 
	 	 	““Conversion Notice” shall have the meaning set forth in Clause 5.6(a).”
	 
	7.	 	A new definition of “Early Put Option Trigger Event” shall be inserted in Clause 1.1
immediately after the definition of “Conversion Notice” as follows:
	 
	 	 	““Early Put Option Trigger Event means any of the following events or circumstances:






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






	8.	 	The definition of “Election Notice” in Clause 1.1 shall be deleted in its entirety and
replaced with the following:
	 
	 	 	“Election Notice” shall have the meaning set forth in Clause 5A. l(b).”
	 
	9.	 	A new definition of “Fair Value” shall be inserted in Clause 1.1 immediately after the
definition of “Encumbrance” as follows:
	 
	 	 	“Fair Value” means the fair value of any Put Share as of the date of the Put Exercise Notice,
as agreed between Standard Bank and FEEL, or in the absence of any such agreement within
15 days of the date of the Put Exercise Notice, as determined (based on the assumption
that the Put Shares (or the Series A Preferred Shares), on an as-




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	 	 	converted basis, have the same per-share value as fully paid up Ordinary Shares, and that
the Company is a going concern and attributing no discount for the fact that the Put Shares
represent a minority interest) by an independent international evaluator (who shall make
such determination within 30 days after the date of selection, and whose decision, in the
absence of manifest error, shall be final and binding on Standard Bank and FEEL), mutually
agreed between Standard Bank and FEEL (or in the absence of such agreement, selected by
Standard Bank from three (3) independent international evaluators nominated by FEEL), with
significant experience in valuation of international oil and gas businesses and shall take
into account equity market comparables at the time on Recognised Stock Exchanges.”






	10.	 	A new definition of “FEEL Shareholders Undertakings” shall be inserted in Clause
1.1 immediately after the definition of “FEEL Shareholders” as follows:
	 
	 	 	““FEEL Shareholders Undertakings” means the undertaking letter agreement from the FEEL
Shareholders to Standard Bank in the agreed form.”
	 
	11.	 	A new definition of “Indonesia JVs” shall be inserted in Clause 1.1 immediately after
the definition of “Indemnity Cap” as follows:
	 
	 	 	““Indonesia JVs” means (a) PT. MI Energy Indonesia, a limited liability company domiciled
in Jakarta and formed in 2007 by MIE, Sinofar Limited (a company domiciled in Singapore),
Mr. Zhang Huien, Mr. Zhang Ruilin and PT. Sartika Raya (a company domiciled in Jakarta);
(b) a joint venture established pursuant to a joint venture agreement dated May 3, 2007
between PT. MI Energy Indonesia and PT. Petro Muba; (c) a joint venture established
pursuant to a joint venture agreement dated 2007 between PT. MI Energy Indonesia and
Perusahaan Daerah Sarana Pembangunan Muara Enim; and (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.”
	 
	12.	 	A new definition of “Put Option” shall be inserted in Clause 1.1 immediately after the
definition of “Put Exercise Notice” as follows:
	 
	 	 	““Put Option” shall have the meaning set forth in Clause 5A.l (a).”
	 
	13.	 	The definition of “Put Option Holder” in Clause 1.1 shall be deleted in its entirety.
	 
	14.	 	The definition of “Put Option Period “ in Clause 1.1 shall be deleted in its entirety and
replaced with the following:
	 
	 	 	““Put Option Period “ means the period commencing on the earlier of (i) the day following
the date falling twenty-four (24) months after the Completion under the TPG SPA and (ii)
date of the occurrence of an Early Put Option Trigger Event and ending on the earlier of (A)
the day following the date falling sixty (60) months after the Completion and (B) the
closing date of the Qualified IPO. “
	 
	15.	 	The definition of “Put Price” in Clause 1.1 shall be deleted in its entirety and replaced
with the following:




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	 	 	““Put Price” means a price per Put Share equal to the greater of:






	 	 	 	(i) the Fair Value of such Put Share as of the date of the Put Exercise Notice; and
	 
	 	 	 	(ii) an amount equal to the Purchase Price divided by the number of Purchased Shares
plus (B) 15% per annum on such amount compounded on an annual basis from the
Completion Date on which such Put Share was issued through the date of the Put
Exercise Notice (such greater amount, the “Base Put Amount”),
	 
	 	 	 	less,
	 
	 	 	 	(A) the aggregate amount of any and all distributions made in respect of such
Put Share plus 15% per annum from the date of such distribution compounded
on an annual basis through the date of the Put Exercise Notice, less
	 
	 	 	 	(B) the Allocable Indemnity Payment in respect of such Put Share plus 15%
per annum from the date of such payment compounded on an annual basis
through the date of the Put Exercise Notice,
	 
	 	 	 	plus, interest on the Base Put Amount at 15% per annum compounded on an
annual basis from the date of the Put Exercise Notice through the date on which
such Put Shares are purchased and fully paid.”






	16.	 	The definition of “Put Purchase Date” in Clause 1.1 shall be deleted in its entirety
and replaced with the following:
	 
	 	 	“Put Purchase Date” shall have the meaning set forth in Clause 5A.l (b).
	 
	17.	 	A new definition of “Put Return Deficiency” shall be inserted in Clause 1.1
immediately after the definition of “Put Right” as follows:
	 
	 	 	“Put Return Deficiency” shall have the meaning set forth in Clause 5A.l(c).”
	 
	18.	 	A new definition of “Put Return Deficiency Payment Date” shall be inserted in Clause
1.1 immediately after the definition of “Put Return Deficiency” as follows:
	 
	 	 	““Put Return Deficiency Payment Date”
shall have the meaning set forth in Clause 5A.1(c).”
	 
	19.	 	The definition of “Put Shares” in Clause 1.1 shall be deleted in its entirety and
replaced with the following:
	 
	 	 	“Put Shares” shall have the meaning set forth in Clause 5A.l (a).”
	 
	20.	 	The definition of “Recognised Stock Exchange” in Clause 1.1 shall be deleted in its
entirety and replaced with the following:
	 
	 	 	“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




9









 






	 	 	Exchange, or any other stock exchange of equal standing reasonably agreed by
Standard Bank.”






	21.	 	A new definition of “Restated Articles” shall be inserted in Clause 1.1 immediately
after the definition of “Repurchase” as follows:
	 
	 	 	““Restated Articles” means the means the Amended and Restated Memorandum and Articles of the
Company, in the agreed form (and as may be amended from time to time).”
	 
	22.	 	A new definition of “Shareholders’ Agreement” shall be inserted in Clause 1.1
immediately after the definition of “Shares” as follows:
	 
	 	 	““Shareholders’ Agreement” means the shareholders’ agreement to be entered into by and
among Standard Bank, TPG, FEEL, MIE and the Company in the agreed form.””
	 
	23.	 	A new definition of “Specific Indemnities” shall be inserted in Clause 1.1 immediately
after the definition of “Single Purchase” as follows:
	 
	 	 	““Specific Indemnities” shall have the meaning set forth in Clause 8.4.”
	 
	24.	 	A new definition of “Standard Bank Conversion Amount” shall be inserted in Clause
1.1 immediately after the definition of “Standard Bank Amendment” as follows:
	 
	 	 	“Standard Bank Conversion Amount” shall have the meaning set forth in Clause 5.6(b).”
	 
	25.	 	A new definition of “Standard Bank Conversion Right” shall be inserted in Clause 1.1
immediately after the definition of “Standard Bank Conversion Amount” as follows:
	 
	 	 	““Standard Bank Conversion Right” shall have the meaning set forth in Clause 5.5.”
	 
	26.	 	A new definition of “Standard Bank Conversion Termination Date” shall be inserted
in Clause 1.1 after the definition of “Standard Bank Conversion Right” as follows:
	 
	 	 	““Standard Bank Conversion Termination Date” shall have the meaning set forth in Clause
5.5.”
	 
	27.	 	A new definition of “Standard Bank Ordinary Shares” shall be inserted in Clause 1.1
immediately after the definition of “Standard Bank Conversion Termination Date” as
follows:
	 
	 	 	““Standard Bank Ordinary Shares” shall have the meaning set forth in Clause 5.5.”
	 
	28.	 	The definition of “Warrantor” in Clause 1.1 shall be deleted in its entirety and
replaced with the following:
	 
	 	 	““Warrantors” means the Company and FEEL (each, a “Warrantor”).




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	29.	 	The definition of “TPG SPA” shall be inserted in Clause 1.1 immediately after the
definition of “Subsidiary” as follows:
	 
	 	 	““TPG SPA” means the Series A Preferred Shares Subscription and Put Option Agreement dated
as of June 19, 2009 by and among TPG Star Energy Ltd., FEEL, the Company and MIE.”
	 
	30.	 	Clause 5.5 of the Shares Purchase Agreement shall be deleted in its entirety and
replaced with the following:






	 	“5.5 	 	Undertakings with respect to conversion of shareholding. During the
period commencing on the date of the completion of the first transaction in which
shares in the Company are issued to any person on terms which are not identical to
the Ordinary Shares (such first series of shares being “Preferred Shares”),
or any Ordinary Shares are converted to Preferred Shares and issued to any person
(“Preferred Shares Investor”) for an aggregate amount of not less than
$20,000,000 (such issuance or conversion, a “Preferred Shares Transaction”) and
ending two (2) months after the date of completion of the Preferred Shares
Transaction (the “Standard Bank Conversion Termination Date”), Standard
Bank shall have the right (the “Standard Bank Conversion Right”) to require
FEEL to promptly take all steps necessary to ensure that all or part of the
Ordinary Shares then held by Standard Bank
(the “Standard Bank Ordinary Shares”) are
converted into Preferred Shares without charge or premium at the
following conversion ratio:






				
	 	Number of Preferred Shares =	 	Purchase Price

Per Preferred Share Purchase Price






	 	 	 	with the same rights attributable thereto as all other such series of Preferred
Shares in issue at the time of such conversion. For the avoidance of doubt, the
total number of outstanding Shares shall not change as a result of the
transactions contemplated under this Clause 5.5.”






	31.	 	A new Clause 5.6 shall be inserted immediately after Clause 5.5 as follows:






	 	“5.6 	 	Completion of Conversion.






	 	(a)	 	On or before the Standard Bank Conversion Termination Date, Standard
Bank shall notify FEEL of its intent to exercise the Standard Bank Conversion Right
by providing a written notice to FEEL (with a copy to the Company and MIE)
as set forth herein setting forth the number of Standard Bank Ordinary Shares
that Standard Bank intends to convert (the “Conversion Notice”), along with
the certificate or certificates representing the Standard Bank Ordinary Shares
to be converted into Preferred Shares.
	 
	 	(b)	 	Upon receipt of the Conversion Notice, FEEL shall promptly take all
actions necessary or desirable to: (i) cause the Company to convert that number of the
Standard Bank Ordinary Shares into Preferred Shares as set forth in the
Conversion Notice, provided however, if the total number of Preferred Shares




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	 	 	 	to be issued to Standard Bank upon exercise of the Standard Bank Conversion Right in
accordance with Clause 5.5 (the “Standard Bank Conversion Amount”) exceeds
197,049 Preferred Shares, FEEL shall cause the Company to convert that number of
Ordinary Shares held by FEEL into that number of Preferred Shares that is equal to
the difference of the Standard Bank Conversion Amount minus 197,049 and transfer
such number of Preferred Shares from FEEL to Standard Bank, (ii) cause the Company
to issue a share certificate in the name of Standard Bank representing the aggregate
number of Preferred Shares to be issued and/or transferred (as the case may be) to
Standard Bank equal to the Standard Bank Conversion Amount, and a certified copy of
the Register of Members reflecting such issuance and/or transfer (as the case may
be); provided however, in the event that less than all of the Ordinary
Shares held by Standard Bank represented by a certificate are to be converted, a new
certificate representing the balance of the unconverted Ordinary Shares shall
promptly be issued to Standard Bank by the Company; and (iii) surrender to the
Company the certificate or certificates representing all of the Ordinary Shares
owned by FEEL, and cause the Company to issue a new share certificate in the name of
FEEL reflecting the balance of the Ordinary Shares owned by FEEL, and a certified
copy of the Register of Members reflecting such balance.”






	32.	 	Clause 5A of the Original Agreement shall be deleted in its entirety and replaced with
the following:






	 	“5A.	 	PUT OPTION
	 
	 	5A.1. 	 	Put Option.






	 	(a)	 	At any time during the Put Option Period, Standard Bank shall have the
option, exercisable in its sole discretion and exercisable only once
(the “Put Option”), to require FEEL to purchase some or all of the Shares (the
“Put Shares”) then owned by Standard Bank (at the Put Price multiplied by the
applicable number of Put Shares) by delivering written notice thereof to FEEL
(with a copy to MIE and the Company) (the “Put Exercise Notice”) specifying
the number of Put Shares to be purchased. FEEL shall pay the aggregate Put
Price for the Put Shares to Standard Bank in full within one (1) year of the
date of the Put Exercise Notice. MIE and the Company shall be jointly and
severally liable with FEEL for the obligations of FEEL set forth in this Clause
5A.
	 
	 	(b)	 	Upon delivery by Standard Bank of the Put Exercise Notice, FEEL shall
elect
whether it wishes to purchase the Put Shares (i) in one (1) installment
(a “Single Purchase”) or (ii) in three (3) evenly spaced installments
(with the installments being as nearly as practicable of equal numbers of Put Shares and
the final installment being on a date no later than one (1) year after the date of
the Put Exercise Notice) (an “Installment Purchase”). The first installment in
an Installment Purchase shall be made no later than ninety (90) days after the
date of the Put Exercise Notice.





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	 	 	 	No later than ten (10) days after the date of the Put Exercise Notice, FEEL shall notify
Standard Bank by written notice (the “Election Notice”) of (x) the
election of a Single Purchase or an Installment Purchase, (y) if FEEL elects an Installment
Purchase, the dates of each installment (each, a “Put Purchase Date”) and
the number of Put Shares to be purchased on each Put Purchase Date, and (z) the time and place in Beijing for the closing of
the sale and purchase of the Put Shares to be sold on each Put Purchase Date.






	 	 	 	No later than five (5) days after the date on which the Put Price must be finally determined in
accordance with this Agreement, FEEL shall notify Standard Bank by written notice of the Put
Price payable on each Put Purchase Date, together with details of the method of calculation of
the Put Price.
	 
	 	 	 	If FEEL elects a Single Purchase or an Election Notice is not given in accordance with the
foregoing provisions, FEEL shall be deemed to have elected a Single Purchase on such date
(which shall be treated as the Put Purchase Date but which shall not be later than five (5)
days after the date on which the Put Price must be finally determined in accordance with this
Agreement) and at such time and place in Beijing as Standard Bank shall notify FEEL (with a
copy to MIE and the Company).
	 
	 	(c)	 	Notwithstanding any other provisions in this Agreement, if the aggregate Put Price for the
Put Shares has not been paid to Standard Bank in full within one (1) year after the date of
the Put Exercise Notice:






	 	(i)	 	Standard Bank shall first sell, transfer or assign any unpurchased Put Shares to any
third party notwithstanding the provisions in Clauses [2.1, 2.2, and 2.3] of the
Shareholders’ Agreement; and
	 
	 	(ii)	 	if the net proceeds recovered from the sale by Standard Bank of unpurchased Put Shares
are less than the aggregate Put Price of the unpurchased Put Shares plus any Losses Standard
Bank may incur as a result of such failure by MIE, the Company and/or FEEL to pay the
aggregate Put Price of the unpurchased Put Shares (such deficiency, the
“Put Return Deficiency”), then FEEL, MIE and the Company shall jointly and
severally indemnify Standard Bank for the unpaid amount of the Put Return Deficiency (the date on which any such
unpaid amount is paid to Standard Bank, the “Put Return Deficiency Payment Date”),
to the extent that any of FEEL, MIE and the Company has from time to time lawfully available
funds to do so and that it will be in compliance (after paying such unpaid amount) with all
of the terms of the Standard Bank Facility under which it has outstanding obligations on the
relevant Put Return Deficiency Payment Date (“Compliance with Financing Agreements”)
provided, that if any of FEEL, MIE and the Company does not fulfill its obligations
to pay any part of such unpaid amount of the Put Return Deficiency on the relevant Put
Return Deficiency Payment Date as a result of the application of the restrictions set forth
in this paragraph (ii), it shall remain subject to the obligation to pay the balance of the
Put Return Deficiency as soon as it is able to pay in a manner that complies with such
restrictions; provided further, if and for so long as there is a Put Return
Deficiency (as defined in




13









 






	 	 	 	the TPG SPA) under the TPG SPA, FEEL, MIE and the Company shall not pay to
Standard Bank any unpaid amount of the Put Return Deficiency pursuant to this
paragraph (ii) before TPG having recovered all the proceeds that it is entitled
to receive under paragraph (ii) of Clause 7.1(c) of the TPG SPA and the Share
Charge (as defined in the TPG SPA).






	 	5A.2. 	 	Completion.






	 	(a)	 	A Put Share shall only be transferred to FEEL if and to the extent
that the
relevant Put Price for such Put Share has been paid in full, and until payment
of the relevant Put Price has been made in full, Standard Bank shall maintain
all its right, title and interest in such Put Share.
	 
	 	(b)	 	On or before the relevant Put Purchase Date, Standard Bank shall surrender
the certificate or certificates representing the Put Shares to be purchased on
such Put Purchase Date (or, if Standard Bank 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 FEEL, MIE or the Company, in the
manner and at the place designated in the Election Notice against payment in
full of the relevant Put Price in immediately available funds to the order of
Standard Bank. In the event that less than all of the Shares held by Standard
Bank represented by a certificate are purchased, a new certificate representing
the balance of the unsold Shares held by Standard Bank shall promptly be
issued to Standard Bank by the Company and a certificate for the Put Shares
so purchased shall be issued to FEEL, MIE or the Company (as the case may be).”






	33.	 	A new Clause 8.4 shall be inserted immediately after Clause 8.3 as follows:






	 	“8.4 	 	Specific Indemnity. Subject to and as from the Completion, the
Warrantors shall jointly and severally indemnify and hold harmless Standard Bank from
and against any Losses whether arising before or after Completion to the extent
resulting from:






	 	(a)	 	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 Investors 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;
	 
	 	(b)	 	the arbitration proceedings brought by GOC on 14 May 2003 and 27 April
2004, respectively, in relation to an operating agreement entered into between




14









 






	 	 	 	Microbes and GOC dated 25 September 2000 and the subject matter of those
proceedings;






	 	(c)	 	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);
	 
	 	(d)	 	any contravention of laws or regulation in the PRC by MIE or FEEL relating
to loans, guarantees given by Zhang, debt settlements, or transactions having
similar effect made between MIE, the Company, FEEL and/or Zhang or any
other national or resident of the PRC;
	 
	 	(e)	 	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);
	 
	 	(f)	 	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 Standard Bank 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; and
	 
	 	(g)	 	MIE’s direct or indirect interests in any of the Indonesia JVs, including but not
limited to any claims against MIE in relation to (i) any operations, business,
assets, liabilities or obligations of any of the Indonesia JVs, (ii) MIE’s
obligation to provide any funds or financial assistance of any kind to any of
the Indonesia JVs or any third parties in connection with MIE’s investment in
the Indonesia JVs and/or (iii) any termination, liquidation or winding-up of
MIE’s direct or indirect interests in any of the Indonesia JVs






	 	 	(collectively, the “Specific Indemnities”); provided, however, that the Warrantors
shall have no obligation to indemnify or hold harmless Standard Bank 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.”
	 
	34.	 	Clause 11 of the Original Agreement shall be deleted in its entirety and replaced with
the following:




15









 












	11.	 	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 Standard Bank, to

	 	:
	 	Standard Bank Plc

Cannon Bridge House

25 Dowgate Hill

London EC 4R 2SB

Fax: +852 2822 7947

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

	 	:
	 	Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 10010

PRC

Attention: Mr. Zhang Ruilin

Facsimile: (8610) 5123 8866






16









 





EXHIBIT A

RESTATED ARTICLES





17









 








EXHIBIT B

AMENDED OPTION AGREEMENT






18









 








EXHIBIT C

SHAREHOLDERS’ AGREEMENT




19









 





EXHIBIT D

FEEL SHAREHOLDERS UNDERTAKINGS





20











 





Exhibit A




Company No.: MC-207100




SECOND AMENDED AND RESTATED




MEMORANDUM



AND



ARTICLES OF ASSOCIATION



OF



MIE Holdings Corporation



(Adopted by Special Resolution dated [     ])



Incorporated on the 20th day of March, 2008



INCORPORATED IN THE CAYMAN ISLANDS



 









 





THE COMPANIES LAW(2007 Revision)

OF THE CAYMAN ISLANDS

Exempted Company Limited by Shares




SECOND AMENDED AND RESTATED



MEMORANDUM OF ASSOCIATION



OF



MIE Holdings Corporation

(Adopted by Special Resolution dated [               ])




	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 18,000,000 divided into (i) 15,000,000 Ordinary Shares of a par value




2









 






	 	 	of US$0.01 each and (ii) 3,000,000 Series A 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 (2007 Revision)

OF THE CAYMAN ISLANDS

Company Limited by Shares




SECOND AMENDED AND RESTATED ARTICLES OF



ASSOCIATION



OF



MIE Holdings Corporation

(Adopted by Special Resolution dated [               ])




	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, and (ii) 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.

	 	 	 

	“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.







4









 






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

	 	 	 

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

	 	 	 

	“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).

	 	 	 

	“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) Series A Preferred Shares issued and outstanding on the date
hereof; (iii) Series A Preferred Shares issuable in accordance
with the
Standard Bank Equity Agreements, (iv) Ordinary Shares issued or
deemed to have been issued pursuant to a stock grant, stock
option,







5









 






	 	 	 
	 	 	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
Series A Preferred Shares; (vi) all Shares issued as a
dividend or distribution on Series A 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.

	 	 	 

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

	 	 	 

	“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.

	 	 	 

	“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.







6









 






	 	 	 
	“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 the Series A Preferred Shares;

	 	 	 

	 	 	(c) as a dividend or other distribution on the Series A
Preferred Shares;

	 	 	 

	 	 	(d) pursuant to a Qualified IPO;

	 	 	 

	 	 	(e) in connection with any stock split or stock dividend; and

	 	 	 

	 	 	(f) pursuant to the Standard Bank Equity Agreements.

	 	 	 

	“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.

	 	 	 

	“Ordinary Shares
Equivalents”
	 	has the meaning ascribed to it in Article 7(d)(v)(A).

	 	 	 

	“Original Conversion
Price”
	 	means an amount equal to the Series A 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).

	 	 	 

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







7









 






	 	 	 
	“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 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.

	 	 	 

	“Shareholders’ Agreement”
	 	means the shareholders agreement dated [•] by and among TPG,
FEEL, MIE, the Company and certain other shareholders of the
Company, as amended or supplemented from time to time.

	 	 	 

	“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 shall be deemed to have been
converted into Ordinary Shares at the then-applicable
conversion ratio.

	 	 	 

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

	 	 	 

	“SPA”
	 	means the series A preferred shares subscription and put
option agreement dated [•] 2009 by and among TPG, FEEL, the
Company and MIE, as amended or supplemented from time to
time.

	 	 	 

	“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







8









 






	 	 	 
	 	 	shall not have voted against such action.

	 	 	 

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

	 	 	 

	“Standard Bank”
	 	means Standard Bank Plc, a financial institution
incorporated in England, and/or one or more of its
Affiliates.

	 	 	 

	“Standard Bank Facility”
	 	means the Borrowing Base Facility Agreement, dated
29 October 2007, by and among MIE, Standard Bank
Asia Limited, as Arranger, Agent, Security Trustee
and Technical Bank, Standard Bank Plc, as the
Offshore Account Bank and the Original Lenders (as
such term is defined therein), as amended, and any
agreement to renew, replace or repay any amounts
outstanding under the Standard Bank Facility
pursuant to the Refinancing Letter Agreement (as
defined in the SPA).

	 	 	 

	“Standard Bank Option
Agreement”
	 	has the same meaning ascribed to it in the SPA.

	 	 	 

	“Standard Bank SPA”
	 	has the same meaning ascribed to it in the SPA.

	 	 	 

	“Standard Bank Equity
Agreements”
	 	has the same meaning ascribed to it in the SPA.

	 	 	 

	“Statute”
	 	means the Companies Law (2007 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.

	 	 	 

	“Trade Sale”
	 	means a sale of all of the Shares.







9









 






	 	 	 
	“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.








	 	 	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 SHAREHOLDERS’ AGREEMENT DATED AS OF [•] 2009, 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$1.00) 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




10









 






	 	 	 	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 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




11









 






	 	 	 	the occurrence of a Qualified IPO or a Trade Sale.





SERIES A PREFERRED SHARES





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






	 	(a)	 	Voting Rights. Except as required by law or as provided to the contrary
herein, the holders of the
Series A 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 Series A
Preferred Share shall have such number of votes equal to the number of Ordinary Shares into
which such Series A Preferred Shares is convertible at the time the vote is taken.
	 
	 	(b)	 	Dividends. The Series A Preferred Shares shall accrue dividends as
determined by the Board.
Notwithstanding the foregoing, the holders of the Series A 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 Series A 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.
	 
	 	(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 Series A Preferred
Shares shall be entitled to receive, 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 Series A Preferred Shares
(including the Ordinary Shares) by reason of such holder’s ownership thereof,
the greater of: (A) 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 Shares and (B) such amount per Series
A Preferred Share as would have been payable had all Series A Preferred Shares
been converted into Ordinary Shares immediately prior to such liquidation,
dissolution or winding up (such amount payable, the “Liquidation
Preference”). If, upon the occurrence of such event, the assets and funds
thus distributed among the holders of the Series A 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 Series A
Preferred Shares in proportion to the Liquidation Preference each such holder is
otherwise entitled to receive. If any holder of Series A Preferred Shares shall
be deemed to have converted Series A 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 Series A Preferred
Shares that have not converted (or have not been deemed to have converted) into
Ordinary Shares.
	 
	 	(ii)	 	After the payment of the Liquidation Preference to the holders of
the Series A Preferred Shares, the remaining assets shall be distributed ratably
to the holders of the Ordinary Shares.
	 
	 	(iii)	 	Unless the holders of a majority of the Series A 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 Preference and shall entitle the holders of the Series A




12









 






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






	 	(i)	 	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 as is determined
by dividing the Original Conversion Price applicable to such Series A Preferred Shares
by the Conversion Price applicable to the Series A Preferred Shares in effect at the
time of conversion. The initial Conversion Rate for each Series A Preferred Share shall
be 1.00 and the Conversion Price shall be subject to adjustment as described below.
	 
	 	(ii)	 	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 Snares) into such number of fully paid Ordinary
Shares as is determined by the 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




13









 






	 	 	 	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.






	 	(iii)	 	Before any holder of Series A 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 Series A Preferred Shares to be converted, at the office of
the Company or of any transfer agent for the Series A 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)(ii), the outstanding Series A 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 Series A 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 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
Series A 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 Series A 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, 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 Series A Preferred Shares.
In lieu of any fractional shares to which the holder of any Series A 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 Series A 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 Series A 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 Conversion Price then in effect, such Conversion Price shall be
reduced, concurrently with such issue, to a price (calculated to the nearest




14









 






	 	 	 	cent) determined by multiplying such 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 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.






	 	(I)	 	For the purposes of any adjustment of any Conversion Price
pursuant to this Article 7(d)(v)(A), the consideration received by the Company for
the issue of any Additional Securities shall be determined as follows:






	 	(a)	 	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.
	 
	 	(b)	 	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.
	 
	 	(c)	 	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:






	 	(i)	 	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;
	 
	 	(ii)	 	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




15









 






	 	 	 	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 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.






	 	(iii)	 	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
	 
	 	(iv)	 	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.






	 	(II)	 	All outstanding Excluded Shares (including shares issuable upon
conversion of the Series A Preferred Shares) shall be deemed to be
outstanding for all purposes of the computations of this Article 7(d)(v)(A).






	 	(B)	 	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 Conversion Price applicable to the
Series A Preferred Shares shall be appropriately decreased so that the number of Ordinary
Shares issuable on conversion of any Series A Preferred Shares shall be increased in
proportion to such increase of outstanding shares.










16









 












	 	(C)	 	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 Conversion Price applicable to the Series A Preferred
Shares shall be appropriately increased so that the number of Ordinary Shares
issuable on conversion of any Series A Preferred Shares shall be decreased in
proportion to such decrease in outstanding shares.
	 
	 	(D)	 	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 Series A 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 Series A Preferred Shares into Ordinary Shares. The provisions
of this Article shall similarly apply to successive reorganizations,
recapitalizations, reclassifications, consolidations or mergers.
	 
	 	(E)	 	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
Series A 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 Series A Preferred Shares are then convertible.
	 
	 	(F)	 	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 Series A 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 Conversion Rate




17









 






	 	 	 	applicable to the Series A Preferred Shares 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 Series A 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 any holder of
Series A Preferred Shares furnish or cause to be furnished to such holder a like
certificate setting forth (i) all such adjustments and readjustments, (ii) the
Conversion Rates applicable to each Series A 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 Series A 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 Series A Preferred Shares such number of its Ordinary
Shares as shall from time to time be sufficient to effect the conversion of all
outstanding Series A 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 Series A 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 Series A 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






18









 









	10.	 	Restrictions on Transferability.






	 	(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)	 	Standard Bank and its Affiliates may
Transfer Shares to one (1) or more
Person so long as, after giving effect to such Transfer,
Standard Bank
and its Affiliates hold Shares having a Shareholding Percentage of at
least one percent (1% ), AND
	 
	 	(C)	 	Any Transfer effected by any Member in
accordance with the Article 10 (b), (c) and (e) of these Articles, Clause 7 or 8.2 of the SPA
or the Standard Bank Equity Agreements shall be permitted.






	 	(iii)	 	On and after the date falling one (1) year after the completion
of the initial Series A financing, no Member or any Affiliate of such Member
shall Transfer any of its Shares; provided, however, that
subject to Clause 13.3 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 or 8.2 of the SPA or the Standard Bank Equity Agreements shall be
permitted.
	 
	 	(iv)	 	At any time but subject to Clause 13.3 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
(1%).






	 	(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 or 8.2 of the Shareholders’
Agreement, or the Standard Bank Equity Agreements 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”).




19









 












	 	(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
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




20









 






	 	 	 	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.






	 	(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 or Clause 7 or 8.2 of the 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 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 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




21









 






	 	 	 	holders of Series A Preferred Shares shall be entitled to sell Series A
Preferred Shares pursuant to this Article 10(c), but shall be permitted to convert
or exercise its applicable portion of Series A 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,




22









 






	 	 	 	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 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; and
	 
	 	(C)	 	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 Standard Bank 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.





CLASS RIGHTS AND VARIATION OF RIGHTS OF SHARES




23









 









	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 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 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 . 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 Series A 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 Series A
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 Series A
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].





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




24









 






	 	 	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
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




25









 






	 	 	 	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
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




26









 






	 	 	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 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.




27









 












	 	(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) 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




28









 






	 	 	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
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.




29









 












	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.





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




30









 






	 	 	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:






	 	(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




31









 






	 	 	 	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
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 nominated 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




32









 






	 	 	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
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.










33









 











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 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,




34









 






	 	 	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.
	 
	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




35









 






	 	 	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;
	 
	 	(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




36









 






	 	 	 	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 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 SPA or a redemption of any Shares held
by Standard Bank pursuant to the Standard Bank Equity Agreements);
	 
	 	(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 (other than as may be required to consummate the
transactions under the Standard Bank Equity Agreements) 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
Standard Bank 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 of
the Company’s initial Series A Preferred Shares financing;
	 
	 	(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, 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;










37









 












	 	(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 Standard Bank 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 Standard Bank Equity
Agreements); and
	 
	 	(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; and
	 
	 	(xx)	 	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;
	 
	 	(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




38









 






	 	 	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
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




39









 






	 	 	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.





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:




40









 












	 	(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
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




41









 






	 	 	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,
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.










42









 











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 1 st 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.






43











 





			
	
	 	CLIFFORD CHANCE PTE LTD






Exhibit B




DATED [     ]



FIRST AMENDMENT AND RESTATEMENT AGREEMENT



FAR EAST ENERGY LIMITED

as Seller



MIE HOLDINGS CORPORATION

as Company



MI ENERGY CORPORATION



and



STANDARD BANK PLC

as Buyer



 





RELATING TO AN

OPTION AGREEMENT

DATED 12 JANUARY 2009



 





 









 





CONTENTS




	 	 	 	 	 	 	 	 	 
	Clause	 	 	 	 	Page
	 
	 	1.	 	 	Definitions And Interpretation
	 	 	1	 
	 	2.	 	 	Restatement
	 	 	1	 
	 	3.	 	 	Warranties
	 	 	2	 
	 	4.	 	 	Continuity And Further Assurance
	 	 	2	 
	 	5.	 	 	Fees, Costs And Expenses
	 	 	2	 
	 	6.	 	 	Miscellaneous
	 	 	2	 
	 	7.	 	 	Governing Law
	 	 	2	 
	 
	Schedule 1 	 	Restated Agreement
	 	 	4	 






-1-









 





THIS DEED is made on



BETWEEN:





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




THE PARTIES AGREE as follows:





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






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






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





-1-









 









	3.	 	WARRANTIES
	 
	 	 	The Seller warrants to the Buyer that each Warranty is true, accurate and not misleading as
at the date of this Deed and as if references in any Warranty to “this Deed” are references
to this Deed.
	 
	4.	 	CONTINUITY AND FURTHER ASSURANCE
	 
	4.1	 	Continuing obligations
	 
	 	 	The provisions of the Original Option Agreement shall, save as amended by this Deed,
continue in full force and effect.
	 
	4.2	 	Further assurance
	 
	 	 	Each of the Seller, the Company and MIE shall, at the request of the Buyer and at its own
expense, do all such acts and things necessary or desirable to give effect to the
amendments effected or to be effected pursuant to this Deed.
	 
	5.	 	FEES, COSTS AND EXPENSES
	 
	5.1	 	Transaction expenses
	 
	 	 	The Seller shall promptly on demand pay the Buyer the amount of all costs and expenses
(including legal fees) reasonably incurred by the Buyer in connection with the negotiation,
preparation, printing and execution of this Deed and any other documents referred to in
this Deed.
	 
	5.2	 	Enforcement costs
	 
	 	 	The Seller shall, within three Business Days of demand, pay to the Buyer the amount of all
costs and expenses (including legal fees) incurred by the Buyer in connection with the
enforcement of, or the preservation of any rights under, this Deed.
	 
	5.3	 	Stamp taxes
	 
	 	 	The Seller shall pay and, within three Business Days of demand, indemnify the Buyer against
any cost, loss or liability that Finance Party incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of this Deed.
	 
	6.	 	MISCELLANEOUS
	 
	6.1	 	Incorporation of terms
	 
	 	 	The provisions of Clause 11 (Notices), Clause 12 (Governing Law and Jurisdiction), and
Clause 14 (Invalidity) of the Original Option Agreement shall be incorporated into this
Deed as if set out in full in this Deed and as if references in those clauses to “this
Deed” are references to this Deed.
	 
	6.2	 	Counterparts
	 
	 	 	This Deed may be executed in any number of counterparts, and this has the same effect as if
the signatures on the counterparts were on a single copy of this Deed.
	 
	7.	 	GOVERNING LAW
	 
	 	 	This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.







-2-









 







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








-3-









 








SCHEDULE 1




Restated Agreement




-4-











 





			
	
	 	CLIFFORD CHANCE PTE LTD






DATED 12 JANUARY 2009

AMENDED AND RESTATED

ON THE FIRST EFFECTIVE DATE




FAR EAST ENERGY LIMITED

as Seller



MIE HOLDINGS CORPORATION

as Company and Company



MI ENERGY CORPORATION



and



STANDARD BANK PLC

as Buyer



 





OPTION AGREEMENT



 






 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page
	 
	 	 	 	 
	1.     Interpretation
	 	 	1	 
	2.     Grant of Option to Buy Shares
	 	 	8	 
	3.     Exercise of Option
	 	 	8	 
	4.     Cancellation of Option
	 	 	9	 
	5.     Completion
	 	 	9	 
	6.     Payment of Option Price
	 	 	10	 
	7.     Warranties
	 	 	10	 
	8.     Undertakings
	 	 	11	 
	9.     Indemnities
	 	 	11	 
	10.   Put Option
	 	 	14	 
	11.   Covenants
	 	 	16	 
	12.   General
	 	 	18	 
	13.   Assignment
	 	 	18	 
	14.   Notices
	 	 	19	 
	15.   Governing Law and Jurisdiction
	 	 	20	 
	16.   Counterparts
	 	 	20	 
	17.   Invalidity
	 	 	20	 
	 
	 	 	 	 
	SCHEDULE 1     Form of Option Notice
	 	 	21	 
	SCHEDULE 2     Warranties 
	 	 	22	 
	SCHEDULE 3     Completion Requirements
	 	 	23	 
	SCHEDULE 4     Form of Share Charge
	 	 	24	 






 









 





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



BETWEEN:





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




THE PARTIES AGREE as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	In this Deed:
	 
	 	 	“2008 Accounts” means the audited financial statements of MIE as of 31 December 2008 as
certified by MIE’s accountants.
	 
	 	 	“Affiliate” means, with respect to any specified Person, any other Person who or which,
directly or indirectly, controls, is controlled by, or is under common control with, such
specified Person, including, without limitation, any general partner, officer, director,
member, manager or employee of such Person and any investment fund now or hereafter existing
that is controlled by or under common control with one or more general partners or managing
members of, or shares the same management company with, such Person; provided, that (i) with
respect to TPG, Affiliate shall include any other person that controls, is controlled by, or
is under common control with TPG Star, L.P. and/or its Affiliates and (ii) with respect to
the Seller and the Company, Affiliate shall include Zhang and Zhao and each of their
respective Affiliates.
	 
	 	 	“Allocable Indemnity Payment” means, in respect of any Put Share, an amount equal to (a) the
aggregate indemnity payments made by the Warrantors to the Buyer under this Deed which have
resulted in a reduction in the purchase price of the Put Shares in accordance with
International Financial Reporting Standards divided by (b) the total number of Put Shares
held by the Buyer.
	 
	 	 	“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
general business in Hong Kong and the People’s Republic of China.
	 
	 	 	“Completion” means completion of an exercise of the option to buy some or all of the Option
Shares in accordance with this Deed.
	 
	 	 	“Compliance with Financing Agreements” has the meaning given to it in Clause 10.1.3 (Put
Option).










-1-









 












	 	 	“Early Put Option Trigger Event” means any of the following events or circumstances:






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






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










-2-









 












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






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






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




-3-









 












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






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






	 	 	and further provided that such application to the Recognised Stock Exchange is in fact submitted
on such date.
	 
	 	 	“IPO Return Deficiency” has the meaning given to it in Clause 11.2.1 (Initial Public Offering).
	 
	 	 	“Losses” means any damages, deficiencies, losses (including loss of value of the Option Shares
purchased by the Buyer pursuant to this Deed), costs, liabilities and expenses.
	 
	 	 	“Microbes” means Microbes, Inc.
	 
	 	 	“Option” means the rights granted to the Buyer by Clause 2 (Grant of Option to Buy Shares).
	 
	 	 	“Option Notice” means a written notice in the form (or substantially the form) set out in Schedule
1 from the Buyer to the Seller exercising the Option pursuant to Clause 2
(Grant of Option to Buy Shares).
	 
	 	 	“Option Period” means the period commencing on and from (i) in the case of paragraphs (a) and (b)
below, the date falling six months from the date of this Deed, and (ii) in the case of paragraph
(c) below, the date of this Deed, to and including the earliest of:






	 	(a)	 	the day preceding the date falling 36 months after the SPA Completion;
	 
	 	(b)	 	the date falling 30 days prior to the IPO Application Date; and
	 
	 	(c)	 	the date falling two months after the consummation of the Preferred Shares Transaction.






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





Requested Shares x Strike Price





	 	 	“Option Shares” means the Ordinary Option Shares or the Preferred Option Shares, as the case may
be.










-4-









 












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





Option Value  

Ordinary Shares Strike Price





	 	 	rounded up to the nearest share.
	 
	 	 	“Ordinary Shares Strike Price” means $26.00.
	 
	 	 	“Party” means a party to this Deed and “Parties” means all of them.
	 
	 	 	“Per Share IPO Price” has the meaning given to it in Clause 11.2.1 (Initial Public Offering).
	 
	 	 	“Person” means any natural person, individual, partnership, joint venture, company, corporation,
trust, estate, juridical entity, firm, association, statutory body, unincorporated organization,
or Governmental Authority or any other entity whether acting in an individual, fiduciary or other
capacity.
	 
	 	 	“PRC” means the People’s Republic of China.
	 
	 	 	“Preferred Shares” means the first series of preferred shares of the Company purchased and sold in
a Preferred Shares Transaction.
	 
	 	 	“Preferred Option Shares” means, at any time, the number of Preferred Shares calculated on the
basis of the following formula:





Option Value 

Preferred Shares Strike Price





	 	 	rounded up to the nearest share.
	 
	 	 	“Preferred Shares Strike Price” means the purchase price per Preferred Share under the Preferred
Shares Transaction.
	 
	 	 	“Preferred Shares Transaction” means the first sale and purchase of Preferred Shares in the Company
after the date of this Deed, provided that the aggregate purchase price for such Preferred Shares
is not less than $20,000,000 and further provided that such sale and purchase is completed on or
prior to the date falling 30 days prior to the IPO Application Date.
	 
	 	 	“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation, or suit
(whether civil, criminal, administrative, investigative, or informal) commenced, brought,
conducted, or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.
	 
	 	 	“Put Exercise Notice” has the meaning given to it in Clause 10.1.1 (Put Option).










-5-









 












	 	 	“Put Option” has the meaning given to it in Clause 10.1.1 (Put Option).
	 
	 	 	“Put Option Period” means the period commencing on the earlier of (i) the day following the date
falling 24 months after “Completion” (as defined in the TPG SPA) and (ii) date of the occurrence
of an Earlier Put Option Trigger Event and ending on the earlier of (A) the day following the date
falling 60 months after “Completion” (as defined in the TPG SPA) and (B) the closing date of the
Qualified IPO in accordance with the provisions of Clause 11.2 (Initial Public Offering) of this
Agreement.
	 
	 	 	“Put Price” means a price per Put Share equal to the greater of:






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






	 	 	less:






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






	 	 	less:






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






	 	 	plus interest on the Base Put Amount at 15% per annum compounded on an annual basis from the date
of the Put Exercise Notice through the date on which such Put Shares are purchased and fully paid.
	 
	 	 	“Put Purchase Date” has the meaning given to it in
Clause 10.1.2 (Put Option).
	 
	 	 	“Put Return Deficiency” has the meaning given to it in
Clause 10.1.3 (Put Option).
	 
	 	 	“Put Return Deficiency Payment Date” has the
meaning given to it in Clause 10.1.3 (Put Option).
	 
	 	 	“Put Shares” has the meaning given to it in Clause 10.1.1 (Put Option).
	 
	 	 	“Qualified IPO” has the meaning given in the SPA.
	 
	 	 	“Recognised Stock Exchange” has the meaning given in the SPA.










-6-









 












	 	 	“Refinancing Letter Agreement” means a letter agreement dated 19 June 2009 among MIE, the Company,
FEEL and TPG.
	 
	 	 	“Restated Articles” means the Amended and Restated Memorandum and Articles of the Company, in the
form set out in Exhibit A to the amendment agreement to the SPA dated [     ] June 2009.
	 
	 	 	“Requested Shares” has the meaning given to it in Clause 3.2 (Exercise of Option).
	 
	 	 	“SAFE” means the State Administration of Foreign Exchange of the PRC including its successors.
	 
	 	 	“SB Anticipated IPO Return” has the meaning given to it in Clause 11.2.1 (Initial Public Offering).
	 
	 	 	“Shang” means Shang Zhiguo, PRC passport number G18197033.
	 
	 	 	“Share Charge” has the meaning given to it in Clause 11.1 (Security for claims).
	 
	 	 	“Shareholders’ Agreement” has the meaning given in the SPA.
	 
	 	 	“Shares” means the Ordinary Shares and any other shares of the Company, whether fully or partly
paid.
	 
	 	 	“Single Purchase” has the meaning given to it in Clause 10.1.2 (Put Option).
	 
	 	 	“SPA” means the shares purchase agreement dated 12 January 2009 and entered into between the
Buyer, Zhang Ruilin, Zhao Jiangwei, Shang Zhiguo and the Seller in relation to the sale by the
Seller and the purchase by the Buyer of 197,049 ordinary shares in the capital of the Company, as
the same may be amended, restated, consolidated, supplemented, novated or replaced from time to
time.
	 
	 	 	“SPA Completion” has the meaning given to “Completion” in the SPA.
	 
	 	 	“Specific Indemnities” has the meaning given to it in Clause 9.1.
	 
	 	 	“Standard Bank Facility” means the Borrowing Base Facility Agreement dated 29 October 2007 by and
between MIE, Standard Bank Asia Limited, as Arranger, Agent, Security Trustee and Technical Bank,
Standard Bank PLC as the Offshore Account Bank and the Original Lenders (as such term is defined
therein), as amended, and any agreement to renew, replace or repay any amounts outstanding under
the Standard Bank Facility pursuant to the Refinancing Letter Agreement.
	 
	 	 	“Strike Price” means the Ordinary Shares Strike Price or the Preferred Shares Strike Price, as the
case may be.
	 
	 	 	“Third Party Claim” has the meaning given to it in Clause 9.2.1 (Procedure for Indemnification
(Third Party Claims)).
	 
	 	 	“TPG” means TPG Star Energy Limited, an exempted company incorporated with limited liability in
the Cayman Islands, and/or one or more of its Affiliates.










-7-









 












	 	 	“TPG SPA” means the Series A Preferred Shares Subscription and Put Option Agreement dated
as of June 19, 2009 by and among TPG, the Seller, the Company and MIE.
	 
	 	 	“Unpaid IPO Return Deficiency Amount” has the meaning given to it in Clause 11.2.2 (Initial
Public Offering).
	 
	 	 	“Warrantors” means the Company and the Seller.
	 
	 	 	“Warranty” means a statement contained in
Schedule 2 and “Warranties” means all those statements.
	 
	 	 	“Zhang” means Zhang Ruilin, PRC passport
number G18206054.
	 
	 	 	“Zhao” means Zhao Jiangwei, PRC passport
number G11875117.






	1.2	 	In this Deed, a reference to:






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






	1.3	 	The headings in this Deed do not affect its interpretation.






	2.	 	GRANT OF OPTION TO BUY SHARES
	 
	2.1	 	In consideration of the sum of $1 (the sufficiency of which the Seller hereby acknowledges),
the Seller irrevocably grants to the Buyer an option to buy and to require the Seller to
transfer to the Buyer (and/or such person(s) as the Buyer directs) (i) if the Company does not
issue any Preferred Shares pursuant to a Preferred Shares Transaction during the Option
Period, all or any of the Ordinary Option Shares, or (ii) if the Company issues any Preferred
Shares pursuant to a Preferred Shares Transaction during the Option Period, any or all of the
Preferred Option Shares.
	 
	2.2	 	The Option Shares shall be sold with full title guarantee free from any Encumbrance and with
all rights attaching to the Option Shares at the date of the relevant Completion.
	 
	3.	 	EXERCISE OF OPTION
	 
	3.1	 	The Option may be exercised only by the delivery by the Buyer to the Seller of an Option
Notice at any time during the Option Period.
	 
	3.2	 	The Option Notice must specify the date of Completion, which must be a Business Day not less
than three Business Days after the delivery of the relevant Option Notice (notwithstanding
that such Business Day may fall outside the Option Period) and the number of Option Shares to
which the Option Notice relates (the “Requested Shares”).










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	3.3	 	The Option may be exercised by the Buyer in whole or in part and, if in part, on any
number of occasions.
	 
	3.4	 	For the avoidance of doubt, the total number of outstanding Shares shall not change as a
result of the transactions contemplated under Clause 2 (Grant of option to buy Shares) or this
Clause 3.
	 
	4.	 	CANCELLATION OF OPTION
	 
	 	 	If the Buyer has not submitted an Option Notice prior to such time, the Option shall be
automatically cancelled in full on the last day of the Option Period.
	 
	5.	 	COMPLETION
	 
	5.1	 	Completion shall take place by 3.00 p.m. on the date specified in the Option Notice at the
offices of the Buyer’s legal advisers, or at another time or place agreed by the Seller and
the Buyer.
	 
	5.2	 	At Completion:






	 	5.2.1	 	the Seller shall deliver to the Buyer the documents specified in Schedule 3
(Completion Requirements);
	 
	 	5.2.2	 	the Seller shall sign all documents and take all other action necessary to
enable the Buyer (and/or such other person as the Buyer directs) to become the
registered and beneficial owner of the Requested Shares being transferred to the Buyer
(and/or such other person as the Buyer directs) including, without limitation, the use
of the voting and other rights arising by its holding of shares in the capital of the
Company and to ensure that the Buyer’s (and/or such other person’s) name is entered in
the register of members of the Company as the holder of those Requested Shares; and
	 
	 	5.2.3	 	the Buyer shall pay the Option Price to the Seller in accordance with Clause 6
(Payment of Option Price).






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






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






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










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






	5.5	 	If the Buyer postpones Completion to another date in accordance with Clause 5.4.2, the
provisions of this Deed apply as if that other date is the date set for Completion in Clause
5.1.
	 
	5.6	 	If the Buyer terminates this Deed pursuant to Clause 5.4.3 or Clause 7 (Warranties), each
Party’s further rights and obligations cease immediately on termination, but termination does
not affect a Party’s accrued rights and obligations at the date of termination.
	 
	6.	 	PAYMENT OF OPTION PRICE
	 
	 	 	The Buyer shall pay the Option Price in cash into an account in the Seller’s name (as
notified by the Seller to the Buyer) for value on the date of the relevant Completion.
	 
	7.	 	WARRANTIES
	 
	7.1	 	The Seller warrants to the Buyer that each Warranty is true, accurate and not misleading at
the date of this Deed. On and immediately before Completion, the Seller is deemed to warrant
to the Buyer that each Warranty is true, accurate and not misleading by reference to the facts
and circumstances at the date of Completion. For this purpose an express or implied reference
in a Warranty to the “date of this Deed” is to be construed as a reference to the “date of
Completion”.
	 
	7.2	 	The Seller acknowledges that the Buyer is entering into this Deed in reliance on each
Warranty which has also been given as a representation and with the intention of inducing the
Buyer to enter into this Deed.
	 
	7.3	 	Between the date of this Deed and Final Completion, the Seller shall notify the Buyer
immediately if it becomes aware of any fact or circumstance which constitutes or which would
or might constitute a breach of Clause 7.1 or which would or might cause a Warranty to be
untrue, inaccurate or misleading if given in respect of the facts or circumstances at the date
the Seller becomes aware of the same.
	 
	7.4	 	If, at any time before Final Completion, the Buyer considers that the Seller is in breach of
any provision of this Deed (whether or not such breach amounts to a repudiatory breach) or if
the Seller gives a notice under Clause 7.3, the Buyer may, in its discretion, elect to proceed
to Completion in respect of all or any of the Option Shares by delivery




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	 	 	of an Option Notice or Option Notices in accordance with Clause 3 (Exercise of Option)
or terminate this Deed.






	7.5	 	If the Buyer terminates this Deed pursuant to Clause 7.4, the Seller shall indemnify the
Buyer, and keep the Buyer indemnified, on demand against all its costs, liabilities,
obligations, damages, expenses and losses however arising which the Buyer may suffer or incur
by reason of any breach of any provisions of this Deed by the Seller.
	 
	7.6	 	Each Warranty is to be construed independently and (except where this Deed provides
otherwise) is not limited by a provision of this Deed or another Warranty.
	 
	8.	 	UNDERTAKINGS
	 
	 	 	Until Final Completion, the Seller shall not (without having first obtained the Buyer’s
written consent):






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






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






	 	9.1.1	 	any claims made pursuant to or in connection with the Amendment to Stock
Purchase Agreement dated as of 19 May 2008 by and among Microbes, MIE and the Seller
against the Company or MIE (other than any claim that the Company did not loan to the
Seller $20,000,000 in time to enable the Seller to meet the payment amount payable
under such agreement), including Losses accrued against MIE prior to the date of the
First Amendment and Restatement Deed, and all other claims by Microbes against the
Company, MIE or the Buyer relating to Microbes’ investment in MIE. Any payment made
by MIE or the Company to Microbes (or its affiliated parties) shall be applied against,
and result in a reduction of, MIE’s liability vis-a-vis the Seller;
	 
	 	9.1.2	 	the arbitration proceedings brought by GOC on 14 May 2003 and 27 April 2004,
respectively, in relation to an operating agreement entered into between Microbes and
GOC dated 25 September 2000 and the subject matter of those proceedings;
	 
	 	9.1.3	 	Fullfame Enterprise Ltd.’s previous shareholding in MIE, including but not
limited to its rights to disproportionate dividend distributions and other
governance rights or otherwise, any rights granted pursuant to the cooperation
agreement and the share transfer agreement between the Seller, MIE and Fullfame
Enterprise Ltd. dated 30 June 2005 and 22 September 2005




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	 	 	 	respectively, and any claims brought by current or previous holders or beneficial
owners of shares in, or directors of, Fullfame Enterprise Ltd. (or by anyone who
alleges to be such a person);






	 	9.1.4	 	any contravention of laws or regulation in the PRC by MIE or the Seller
relating to loans, guarantees given by Zhang, debt settlements, or transactions having
similar effect made between MIE, the Company, the Seller and/or Zhang or any other
national or resident of the PRC;
	 
	 	9.1.5	 	the failure or delay by the Company or MIE or any of the current or previous
holders or owners of shares or other securities in the Seller, the Company or MIE in
obtaining any required SAFE registrations or approvals (including roundtripping
approvals);
	 
	 	9.1.6	 	any claim for taxes of MIE (which term shall cover taxes and duties of any
kind, amounts withheld on account of taxation of any person, social security charges
and similar, fines and late payment interest charges and penalties, duties, and
claw-back of relief previously granted) that were incurred, or which relate to any
period, prior to the date of any Completion and not paid by MIE before such date, save
to the extent provided for as a specific accrual in the 2008 Accounts or in any
management accounts relating to a period after 31 December 2008 which have been
provided to the Buyer prior to the date of the First Amendment and Restatement Deed
and save for taxation accruing in the ordinary course on MIE’s trading activities
undertaken since 31 December 2008; and
	 
	 	9.1.7	 	MIE’s direct or indirect interests in any of the Indonesia JVs, including but
not limited to any claims against MIE in relation to (i) any operations, business,
assets, liabilities or obligations of any of the Indonesia JVs, (ii) MIE’s obligation
to provide any funds or financial assistance of any kind to any of the Indonesia JVs
or any third parties in connection with MIE’s investment in the Indonesia JVs and/or
(iii) any termination, liquidation or winding-up of MIE’s direct or indirect interests
in any of the Indonesia JVs






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






	 	9.2.1	 	If the Buyer receives written notice of the commencement of any Proceeding by
a third party (a “Third Party Claim”), and the Buyer intends to seek indemnity
pursuant to this Clause 9, the Buyer shall as promptly as practicable provide each
Warrantor with notice in writing of the Third Party Claim; provided, however, that no
delay on the part of the Buyer in notifying such Warrantor will relieve such Warrantor
from any obligation hereunder unless (and then solely to the extent) such Warrantor is
materially and actually prejudiced as a result




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	 	 	 	thereof. Such Warrantor shall be entitled to assume the defence of such Third Party Claim
at its own expense; provided that such Warrantor shall not be entitled to assume the
defence of a Third Party Claim to the extent that the Buyer reasonably determines that it
has defences, claims or positions that are unique, separate or distinct from the
defences, claims or positions that might be available to other Persons relating to such
Third Party Claim (such as jurisdictional defences). Such defence shall be conducted
through counsel selected by such Warrantor, which counsel shall be satisfactory to the
Buyer. Should such Warrantor so elect to assume the defence of a Third Party Claim, such
Warrantor will not be liable to the Buyer for any legal or other expenses subsequently
incurred by the Buyer in connection with the defence thereof. If such Warrantor is
conducting the defence of the Third Party Claim, the Buyer shall be entitled, at its own
expense, to retain separate counsel and participate in the defence of such Third Party
Claim. Such Warrantor will keep the Buyer informed of all material developments relating
to or arising in connection with such Third Party Claim.






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




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	 	9.2.5	 	The reimbursement of fees, costs and expenses required by this Clause 9
shall be made by periodic payments during the course of the investigation or
defence, as and when bills are received or expenses incurred.






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






	 	10.1.1	 	At any time during the Put Option Period, the Buyer shall have the option,
exercisable in its sole discretion and exercisable only once (the “Put Option”), to
require the Seller to purchase some or all of the Option Shares purchased by the Buyer
pursuant to this Deed (the “Put Shares”) and then owned by the Buyer (at the Put Price
multiplied by the applicable number of Put Shares) by delivering written notice thereof
to the Seller (with a copy to MIE and the Company) (the “Put Exercise Notice”)
specifying the number of Put Shares to be purchased. The Seller shall pay the aggregate
Put Price for the Put Shares to the Buyer in full within one year of the date of the
Put Exercise Notice. MIE and the Company shall be jointly and severally liable with
the Seller for the obligations of the Seller set forth in this Clause 10.
	 
	 	10.1.2	 	Upon delivery by the Buyer of the Put Exercise Notice, the Seller shall elect whether
it wishes to purchase the Put Shares (i) in one instalment (a “Single Purchase”) or
(ii) in three evenly spaced instalments (with the instalments being as nearly as
practicable of equal numbers of Put Shares and the final instalment being on a date no
later than one year after the date of the Put Exercise Notice) (an “Instalment
Purchase”). The first instalment in an Instalment Purchase shall be made no later
than 90 days after the date of the Put Exercise Notice.
	 
	 	 	 	No later than 10 days after the date of the Put Exercise Notice, the Seller shall
notify the Buyer by written notice (the “Election Notice”) of (x) the election of a
Single Purchase or an Instalment Purchase, (y) if the Seller elects an Instalment
Purchase, the dates of each instalment (each, a “Put Purchase Date”) and the number
of Put Shares to be purchased on each Put Purchase Date, and (z) the time and place
in Beijing for the closing of the sale and purchase of the Put Shares to be sold on
each Put Purchase Date.
	 
	 	 	 	No later than five days after the date on which the Put Price must be finally
determined in accordance with this Deed, the Seller shall notify the Buyer by




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	 	 	 	written notice of the Put Price payable on each Put Purchase Date, together
with details of the method of calculation of the Put Price.






	 	 	 	If the Seller elects a Single Purchase or an Election Notice is not given in
accordance with the foregoing provisions, the Seller shall be deemed to have
elected a Single Purchase on such date (which shall be treated as the Put Purchase
Date but which shall not be later than five days after the date on which the Put
Price must be finally determined in accordance with this Deed) and at such time
and place in Beijing as the Buyer shall notify the Seller (with a copy to MIE and
the Company).
	 
	 	10.1.3	 	Notwithstanding any other provisions in this Deed, if the aggregate Put Price for
the Put Shares has not been paid to the Buyer in full within one year after the date
of the Put Exercise Notice:






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






	10.2	 	Completion










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	 	10.2.1	 	A Put Share shall only be transferred to the Seller if and to the extent
that the relevant Put Price for such Put Share has been paid in full, and until
payment of the relevant Put Price has been made in full, the Buyer shall maintain
all its right, title and interest in such Put Share.
	 
	 	10.2.2	 	On or before the relevant Put Purchase Date, the Buyer shall surrender the
certificate or certificates representing the Put Shares to be purchased on such Put
Purchase Date (or, if the Buyer alleges that such certificate has been lost, stolen or
destroyed, a lost certificate affidavit and agreement reasonably acceptable to the
Company to indemnify the Company against any claim that may be made against the Company
on account of the alleged loss, theft or destruction of such certificate) to the
Seller, MIE or the Company, in the manner and at the place designated in the Election
Notice against payment in full of the relevant Put Price in immediately available funds
to the order of the Buyer. In the event that less than all of the Preferred Shares
represented by a certificate are purchased, a new certificate representing the balance
of the unsold Preferred Shares shall promptly be issued to the Buyer by the Company and
a certificate for the Put Shares so purchased shall be issued to the Seller, MIE or the
Company (as the case may be).






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






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




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	 	 	 	and severally liable with the Company for the obligations of the Company set forth in this
Clause 11.2.






	 	11.2.2	 	The obligations of the Company, MIE and/or the Seller to compensate the Buyer for the IPO
Return Deficiency shall be satisfied in the following manners and order of priority:






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




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	 	 	 	agreement to do all things reasonably within its power which are necessary
or reasonably desirable to give full effect to the provision in the
underwriting agreement referred to in sub-paragraph (x) above.






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






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




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





	 	 	 	 	 
	if to the Buyer, to

	 	:
	 	Standard Bank PLC

Cannon Bridge House

25 Dowgate Hill

London EC 4R 2SB

Fax: +852 2822 7947
	 
	 	 	 	 
	 

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







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






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






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






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




-19-









 






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






	14.4	 	English language






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






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






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






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




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








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SCHEDULE 1




Form of Option Notice



[BUYER’S LETTERHEAD]




			
	To:	 	Far East Energy Limited (the “Seller”)

[Address]






			
	Date:	 	[insert date]





OPTION NOTICE





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





	 	 	 	 	 
	 	 	 
	
 	 	 
	Signed by [     ] 	 	 
	for and on behalf of

Standard Bank PLC 	 	 



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SCHEDULE 2




Warranties




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






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






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






-22-









 








SCHEDULE 3




Completion Requirements




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






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






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






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






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






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






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





-23-









 





SCHEDULE
4




Form of Share Charge



-24-









 





Dated [     ]




FAR EAST ENERGY LTD.

as Chargor



in favour of



STANDARD BANK PLC

as Secured Party



 





SHARE CHARGE



 





WARNING



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

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

CAYMAN ISLANDS STAMP DUTY EQUAL TO THE AMOUNT OF 1.5% OF THE AMOUNT

CHARGED (SUBJECT TO A CAP OF CI$500 OR ABOUT US$600)



 









 





CONTENTS




	 	 	 	 	 
	Clause	 	Page
	 
	 	 	 	 
	1.     Definitions And Interpretation
	 	 	2	 
	2.     Covenant To Pay And Charge
	 	 	4	 
	3.     Deposit Of Certificates, Related Rights, Release And Annotation
Of Register Of Members
	 	 	4	 
	4.     Voting Rights And Dividends
	 	 	5	 
	5.     Chargor’s Representations And Undertakings
	 	 	7	 
	6.     Further Assurance
	 	 	11	 
	7.     Power Of Attorney
	 	 	11	 
	8.     Security Enforcement
	 	 	12	 
	9.     Receivers And Administrators
	 	 	13	 
	10.   Effectiveness Of Collateral
	 	 	14	 
	11.   Indemnity
	 	 	16	 
	12.   Application Of Proceeds
	 	 	16	 
	13.   Assignment
	 	 	17	 
	14.   Notices
	 	 	17	 
	15.   Waivers And Counterparts
	 	 	18	 
	16.   Law
	 	 	18	 
	17.   Enforcement
	 	 	18	 
	 
	 	 	 	 
	Schedule 1
	 	 	20	 
	Schedule 2
	 	 	21	 
	Schedule 3
	 	 	22	 
	Schedule 4
	 	 	25	 
	Schedule 5
	 	 	26	 
	Schedule 6
	 	 	27	 







i











 




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



BETWEEN





	(1)	 	FAR EAST ENERGY LTD., a company incorporated in the Hong Kong Special
Administrative Region of the People’s Republic of China (the
“Chargor”); and
	 
	(2)	 	STANDARD BANK PLC (the “Secured Party”),




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




RECITALS:





	(A)	 	The Chargor, the Secured Party and others have entered into the Option Agreement (as
defined below), pursuant to which the Secured Party may purchase Preferred Shares
issued by the Company from the Chargor from time to time (as defined below).
	 
	(B)	 	One of the conditions under the Option Agreement is that the Chargor shall enter into a
share charge as security for the Secured Obligations at each Completion (as defined in
the Option Agreement), and that such share charge shall charge a number of Ordinary
Shares equal in number to 96.226446% of the number of Preferred Shares the Secured
Party purchases at such Completion (rounded off to the nearest Ordinary Share). This
Charge is entered into in accordance with such condition of the Option Agreement.
	 
	(C)	 	The board of directors of the Chargor is satisfied that the Chargor is entering into this
Charge for the purposes of its business and that its doing so benefits the Chargor.
	 
	(D)	 	The Parties intend this Charge to take effect as a deed.





IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Charge:
	 
	 	 	“Business Day” means any day that is not a Saturday, a Sunday or a day on which banks are
required or permitted to be closed in the Hong Kong SAR or the People’s Republic of China.
	 
	 	 	“Charge” has the meaning given such term in the Preamble.
	 
	 	 	“Charged Portfolio” means the Shares and the Related Assets.
	 
	 	 	“Collateral Rights” means all rights, powers and remedies of the Secured Party provided by
this Charge or by law.
	 
	 	 	“Company” means MIE Holdings Corporation, an exempted company incorporated with limited
liability in the Cayman Islands.
	 
	 	 	“Material Adverse Effect” means a material adverse effect on the business, results of
operation or financial condition of the Chargor and its Subsidiaries taken as a whole;
provided, however, that Material Adverse Effect shall not be deemed to
include the effects of (a) any changes or developments generally affecting the industry in
which the Chargor or any of its Subsidiaries operates, which changes or developments do not




2









 






	 	 	disproportionately affect the Chargor or any of its Subsidiaries relative to other
participants in such industry in any material respect, (b) any changes or developments in
connection with general economic, political or regulatory conditions, which changes do not
disproportionately affect the Chargor or any of its Subsidiaries and (c) any changes or
proposed changes in accounting standards used by the Chargor or any of its Subsidiaries.
	 
	 	 	“Option Agreement” means the option agreement entered into between, amongst others, the
Chargor and the Secured Party and dated 12 January 2009, as amended and restated on [     ]
2009, and as the same may be amended, restated, consolidated, supplemented, novated or
replaced from time to time.
	 
	 	 	“Party” has the meaning given such term in the Preamble.
	 
	 	 	“Receiver” means a receiver or receiver and manager or administrative receiver of the whole
or any part of the Charged Portfolio appointed by law or in accordance with the terms of
this Charge.
	 
	 	 	“Related Assets” means, in relation to the Chargor, (i) all dividends, interest and other
monies payable in respect of the Shares and/or assets within this definition of Related
Assets and (ii) all other rights, benefits and proceeds in respect of or derived from any
or all of the Shares and/or assets falling within this definition of Related Assets
(whether by way of redemption, bonus, preference, option, substitution, conversion or
otherwise) held by, to the order or on behalf of the Chargor.
	 
	 	 	“Relevant Event” means the failure of the Chargor, the Company and/or MIE to comply with
any obligation under clauses 9 and 10 of the Option Agreement.
	 
	 	 	“Secured Party” has the meaning given such term in the Preamble.
	 
	 	 	“Secured Obligations” means all obligations at any time due, owing or incurred by the
Chargor, the Company and/or MIE to the Secured Party under clauses 9 and 10 of the Option
Agreement.
	 
	 	 	“Security” means the security created under or pursuant to or evidenced by this Charge.
	 
	 	 	“Shares” means [     ] Ordinary Shares in the Company held by, to the order or on behalf of the
Chargor, as specified in Schedule 6 (Details of Shares).
	 
	1.2	 	Terms defined in the Option Agreement
	 
	 	 	Unless defined in this Charge or the context otherwise requires, a term defined in the
Option Agreement has the same meaning in this Charge or any notice given under or in
connection with this Charge, as if all references in such defined terms to the Option
Agreement were a reference to this Charge or such notice.
	 
	1.3	 	Construction
	 
	 	 	Clause 1.3 (Principles of Construction) of the Option Agreement will apply as if
incorporated in this Charge or in any notice given under or in connection with this Charge,
as if all references in such Clauses to the Option Agreement were a reference to this Charge
or such notice.




3









 






	2.	 	COVENANT TO PAY AND CHARGE
	 
	2.1	 	Covenant to Pay
	 
	 	 	The Chargor covenants with the Secured Party to promptly pay and discharge on demand of the
Secured Party any Secured Obligation which is due and payable by it pursuant to and under
the terms of the Option Agreement.
	 
	2.2	 	Charge
	 
	 	 	The Chargor, as legal and beneficial owner, charges by way of first fixed charge the
Charged Portfolio in favour of the Secured Party as continuing security for the payment and
discharge of the Secured Obligations.
	 
	3.	 	DEPOSIT OF CERTIFICATES, RELATED RIGHTS, RELEASE AND ANNOTATION OF
REGISTER OF MEMBERS
	 
	3.1	 	Deposit of certificates
	 
	 	 	The Chargor will immediately upon the execution of this Charge (or upon coming into
possession of the Chargor at any time) deposit (or procure there to be deposited) with the
Secured Party:






	 	3.1.1.	 	certified copies of its corporate documents required to authorise the due
execution and delivery of this Charge;
	 
	 	3.1.2.	 	all certificates and other documents of title to the Shares which shall be issued
as separate certificates to correspond to number of Shares charged to the
Secured Party to facilitate enforcement;
	 
	 	3.1.3.	 	share transfer forms substantially in the form set out in Schedule 1 (Form of
Share Transfer) (executed in blank by or on behalf of the Chargor) in respect of
the Shares which by the shareholders letter of authority referred to in Clause
3.1.4 below the Secured Party will be entitled to date following the occurrence
of a Relevant Event;
	 
	 	3.1.4.	 	a duly executed and dated shareholders letter of authority in the form of
Schedule 2 (Form of Shareholder Letter of Authority) to this Charge and an
irrevocable power of attorney which in accordance with its terms shall be
exercisable following the occurrence of a Relevant Event for as long as such
Relevant Event is continuing;
	 
	 	3.1.5.	 	an executed irrevocable proxy and power of attorney in the forms set out in
Parts I and II of Schedule 3 (Forms of Proxy and Power of Attorney) to this
Charge made in favour of the Secured Party in respect of, among other things,
all shareholder meetings and written resolutions of the Company;
	 
	 	3.1.6.	 	executed but undated written resolutions of the board of directors of the
Company substantially in the form of Schedule 4 (Form of written resolutions of
directors); and
	 
	 	3.1.7.	 	an undertaking from the Company to register transfers of the Shares to the
Secured Party or such parties’ nominee(s) and pending such registration to
recognise the irrevocable proxy and power of attorney (in the form set out in
Parts I and II of Schedule 3 (Forms of Proxy and Power of Attorney) to this
Charge in the form set out in Schedule 5 (Form of Undertaking from the
Company) to this Charge.




4









 












	3.2	 	Related Assets
	 
	 	 	Subject to clause 5.2(g), the Chargor shall, promptly upon the accrual, offer or issue of
any Related Assets (in the form of stocks, shares, warrants or other securities) in which
the Chargor has a beneficial interest, procure the delivery to the Secured Party of (a) all
certificates and other documents of title representing those Related Assets and (b) such
duly executed blank (stamped, if necessary or desirable for the Secured Party) share
transfer forms substantially in the form set out in Schedule 1 (Form of Share Transfer) or
other instruments of transfer in respect of those Related Assets as the Secured Party may
require.
	 
	3.3	 	Release
	 
	 	 	Upon the latest to occur of (i) the General Warranty Expiration Date, (ii) the final
settlement of all claims from the Secured Party which may be outstanding on such Warranty
Expiration Date, (ii) the final settlement of all claims from the Secured Party which may
be outstanding on such General Warranty Expiration Date in respect of the indemnities under
Clauses 9 (Indemnities), and (iii) the payment of the Put Return Deficiency, the Secured
Party shall, promptly at the request of the Chargor but at the cost of the Secured Party,
execute all such documents and do all such other things as may be considered reasonably
necessary to release this Charge.
	 
	3.4	 	Annotation of Register of Members
	 
	 	 	The Chargor shall, within three (3) Business Days following execution of this Charge or in
the case where the Chargor has acquired Related Assets, promptly upon the issuance of such
Related Assets:






	 	3.4.1	 	procure that the following notation be entered on the Register of Members of
the
Company:
	 
	 	 	 	“[     ] ordinary shares of US$0.01 par value issued to Far East Energy Limited as fully
paid up are charged in favour of Standard Bank Plc (including its successors,
assigns and transferees) pursuant to a share charge dated [insert date], as amended
from time to time.”; and
	 
	 	3.4.2	 	provide the Secured Party with a certified copy of such Register of Members of
the Company with such notation.






	3.5	 	Registration
	 
	 	 	The Chargor shall procure that prescribed particulars of this Charge shall forthwith upon
execution hereof be presented (together with this Charge) to the Hong Kong Companies
Registry for registration against it (and in any event within two (2) weeks of the date of
execution of this Charge).
	 
	4.	 	VOTING RIGHTS AND DIVIDENDS
	 
	4.1	 	Voting rights and dividends prior to a Relevant Event
	 
	 	 	Except while a Relevant Event is continuing, the Chargor shall:






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




5









 












	 	 	Without prejudice to the foregoing, the Secured Party shall not have any duty to ensure
that any dividends, interest or other monies and assets receivable in respect of the
Charged Portfolio are duly and punctually paid, received or collected as and when the same
become due and payable or to ensure that the correct amounts (if any) are paid or received
on or in respect of the Charged Portfolio or to ensure the taking up of any (or any offer
of any) stocks, shares, rights, monies or other property paid, distributed, accruing or
offered at any time by way of redemption bonus, rights, preference, or otherwise on or in
respect of, any of the Charged Portfolio.
	 
	4.2	 	Calls and other payments prior to a Relevant Event
	 
	 	 	The Chargor shall pay all calls, instalments or other payments, and shall discharge all
other obligations, which may become due in respect of any of the Charged Portfolio. While a
Relevant Event is continuing, the Secured Party may if it thinks fit make such payments or
discharge such obligations on behalf of the Chargor. Any amounts so paid by the Secured
Party in respect thereof shall be repayable on demand and pending such repayment shall
constitute part of the Secured Obligations.
	 
	4.3	 	Voting rights and dividends after a Relevant Event
	 
	 	 	Upon the occurrence of a Relevant Event and for so long as such Relevant Event is
continuing, the Chargor shall pay to the Secured Party all dividends, interest and other
monies received by it in connection with its Charged Portfolio or any part thereof at any
time during the subsistence of this Charge and shall, at all times prior to such payment to
the Secured Party, hold the same on trust for the Secured Party. Without prejudice to the
foregoing, upon the occurrence of a Relevant Event and for so long as such Relevant Event
is continuing, the Secured Party may, at their discretion, (in the name of the Chargor or
otherwise and without any further consent or authority from the Chargor):






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






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




6









 






	 	(iii)	 	the exercise, renunciation or assignment of any right to subscribe for
any shares or securities,






	 	 	in each case in the manner and on the terms the Secured Party thinks fit, and the proceeds
of any such action shall form part of the Charged Portfolio.
	 
	5.	 	CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 
	5.1	 	Representations
	 
	 	 	The Chargor makes the following representations and warranties to the Secured Party and
acknowledges that the Secured Party has become a Party to this Charge in reliance on these
representations and warranties:






	 	(a)	 	Status






	 	(i)	 	It is duly incorporated and validly existing under the law
of its jurisdiction of incorporation.
	 
	 	(ii)	 	It has the power to own its assets and carry on its business
as it is being conducted.






	 	(b)	 	Binding obligations
	 
	 	 	 	The obligations expressed to be assumed by it in this Charge are, subject to any
general principles of law as at the date of this Charge limiting its obligations,
legal, valid and binding obligations enforceable in accordance with its terms.
	 
	 	(c)	 	Non-conflict with other obligations
	 
	 	 	 	The entry into and performance by it of, and the transactions contemplated by, this
Charge (including any transfer of the Shares on creation or enforcement of the
security constituted by this Charge) do not and shall not:






	 	(i)	 	conflict with:






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






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






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






	 	(i)	 	It has the power to enter into, perform and deliver, and has
taken all necessary action to authorise its entry into, performance and
delivery of, this Charge and the transactions contemplated by this Charge.




7









 






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






	 	(f)	 	Ownership of Shares
	 
	 	 	 	It is the sole legal and beneficial owner of the Charged Portfolio free and clear of all
security interests save as created by this Charge and has not sold or disposed of or
granted any options or pre-emption rights in respect of any of its right, title and
interest, in the Charged Portfolio and all of the Shares are validly issued, fully paid
and are not subject to any options to purchase, pre-emption rights or similar rights or
other restrictions upon disposal which would operate to restrict in any way their
disposal by any of the Secured Party should any of the Secured Party come to enforce its
security over the Charged Portfolio contained in this Charge.
	 
	 	(g)	 	Authorisations
	 
	 	 	 	All consents, licences, approvals and authorisations required or desirable:






	 	(i)	 	to enable it lawfully to enter into, exercise its rights and comply
with its obligations under this Charge; and
	 
	 	(ii)	 	to make this Charge admissible in evidence in its
jurisdiction of incorporation and in the Cayman Islands,






	 	 	 	have been obtained or effected and are in full force and effect.
	 
	 	(h)	 	Governing law
	 
	 	 	 	Subject to any general principles of law as at the date of this Charge limiting its
obligations:






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






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




8









 






	 	 	 	relationship with, or action taken on behalf of, the Chargor, including but not
limited to any legal, administrative, arbitration or other action or proceeding or
governmental investigation that questions the validity of this Charge, or the
right of the Chargor to enter into this Charge, or the consummation of the
transactions contemplated hereby, or that would result in a Material Adverse
Effect or any change in the current equity ownership of the Chargor, nor is the
Chargor aware that there is any basis for the foregoing.
	 
	 	(k)	 	Pari passu ranking
	 
	 	 	 	Its payment obligations under this Charge rank at least pari passu with the claims
of all its other unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.
	 
	 	(I)	 	No Stamp Taxes
	 
	 	 	 	Under the laws of Hong Kong, it is not necessary or desirable for the Secured
Party that any stamp, registration or similar tax be paid on or in relation to
this Charge.






	5.2	 	Undertakings






	 	(a)	 	Authorisations
	 
	 	 	 	The Chargor shall promptly:






	 	(i)	 	obtain, comply with and do all that is necessary to
maintain in full force and effect; and
	 
	 	(ii)	 	supply certified copies to the Secured Party of,






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






	 	(i)	 	permit any person other than the Chargor, the Secured Party
or any transferee nominated by the Secured Party on enforcement of this
Charge to be the registered holder of any of the Charged Shares;
	 
	 	(ii)	 	take any action to vary the rights attaching to the Charged Shares; or




9









 






	 	(iii)	 	take any action which results in an increase or reduction in the authorised or
issued share capital of the Company or the number of shares that the Company is
authorised to issue or the issued share or share capital of the Company, other than
as permitted by the Standard Bank Facility and/or the Finance Documents (as such
term is defined in the Standard Bank Facility).






	 	(d)	 	Disposals
	 
	 	 	 	The Chargor will not enter into a single transaction or a series of transactions (whether
related or not and whether voluntary or involuntary) to sell, lease, transfer or
otherwise dispose of the Charged Portfolio without the written consent of the Secured
Party.
	 
	 	(e)	 	Calls on Shares
	 
	 	 	 	The Chargor undertakes to pay all calls or other payments when due in respect of any part
of the Charged Portfolio. If the Chargor fails to make any such payment the Secured Party
may make that payment on behalf of the Chargor and any sums so paid by the Secured Party
shall be reimbursed by the Chargor on demand.
	 
	 	(f)	 	Voting Rights
	 
	 	 	 	The Chargor shall not exercise its voting rights in relation to the Charged Portfolio in
any manner, or otherwise permit or agree to, or concur or participate in any:






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






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




10









 












	6.	 	FURTHER ASSURANCE
	 
	6.1	 	Covenant for Further Assurance
	 
	 	 	The Chargor will promptly at its own cost do all such acts or execute all such documents
(including assignments, transfers, mortgages, charges, notices and instructions) as the
Secured Party may reasonably specify (and in such form as the Secured Party may reasonably
require in favour of the Secured Party or such parties’ nominee(s)) for the purpose of
exercising the Collateral Rights or perfecting the Security created or intended to be
created in respect of the Charged Portfolio (which may include the execution by the Chargor
of a mortgage, charge or assignment over all or any of the assets constituting, or intended
to constitute, the Charged Portfolio) or for the exercise of the rights, powers and
remedies of the Secured Party provided by or pursuant to this Charge or by law in each case
in accordance with the rights vested in it under this Charge.
	 
	6.2	 	Prescribed Wording
	 
	 	 	The following covenants shall be implied in respect of any action taken by the Chargor to
comply with its obligations under Clause 6.1:






	 	(a)	 	the Chargor has the right to take such action in respect of the Charged
Portfolio;
and
	 
	 	(b)	 	the Chargor will at its own cost do all that it reasonably can to give the
Secured
Party or such parties’ nominee(s) the title and/or rights that it purports to give.






	7.	 	POWER OF ATTORNEY
	 
	7.1	 	Appointment and powers
	 
	 	 	The Chargor irrevocably and by way of security for the payment of the Secured Obligations
appoints the Secured Party and any Receiver severally to be its true and attorney and in
its name, on its behalf and as its act and deed to execute, deliver and perfect all
documents and do all things which the attorney may consider to be necessary or desirable
for:






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






	 	 	Notwithstanding any other provision of this Charge, any power of attorney granted hereunder
shall not be exercisable by or on behalf of the Secured Party until the occurrence of a
Relevant Event and shall only be exercisable for so long as such Relevant Event is
continuing.




11









 






	7.2	 	Ratification
	 
	 	 	The Chargor shall ratify and confirm all things done and all documents executed by any
attorney in the exercise or purported exercise of all or any of his powers.
	 
	8.	 	SECURITY ENFORCEMENT
	 
	8.1	 	Time for Enforcement
	 
	 	 	On and at any time after the occurrence of a Relevant Event (which is continuing) or if a
petition or application is presented for the making of an administration order in relation
to the Chargor or if any person gives written notice of its intention to appoint an
administrator of the Chargor or files such a notice with the court, the security created by
or pursuant to this Charge is immediately enforceable and the Secured Party may, without
notice to the Chargor or prior authorisation from any court, in its absolute discretion:






	 	(a)	 	secure and perfect their title to all or any part of the Charged Portfolio
(including
transferring the Charged Portfolio into the name of the Secured Party or such
parties’ nominees);
	 
	 	(b)	 	enforce all or any part of the Security (at the times, in the manner and on the
terms they think fit) and take possession of and hold, sell, or otherwise dispose
of all or any part of the Charged Portfolio (at the time, in the manner and on the
terms they think fit); and
	 
	 	(c)	 	whether or not the Secured Party have appointed a Receiver, exercise all or
any of the powers, authorisations and discretions conferred by any applicable
law in the Cayman Islands (as varied or extended by this Charge) on chargees
and by this Charge on any Receiver or otherwise conferred by law on chargees
or Receivers.






	8.2	 	Secured Party liability






	 	(a)	 	Neither the Secured Party nor any Receiver will be liable to account as
mortgagee
or mortgagee in possession in respect of the Charged Portfolio or be liable for any
loss upon realisation or for any neglect or default of any nature whatsoever in
connection with the Charged Portfolio for which a mortgagee or mortgagee in
possession might as such be liable.
	 
	 	(b)	 	Neither the Secured Party nor any Receiver will be obliged to make any enquiry
as to the nature or sufficiency of any payment received by it under this Charge or
to make any claim or to take any action to collect any monies assigned by this
Charge or to enforce any rights or benefits assigned to the Secured Party by this
Charge or to which the Secured Party may at any time be entitled hereunder.
	 
	 	(c)	 	Neither the Secured Party nor their respective agents, managers, officers,
employees, delegates or advisors will be liable for any claim, demand, liability,
loss, damage, consequential damage, cost or expense incurred or arising in
connection with the exercise or purported exercise of any rights, powers and
discretions hereunder.






	8.3	 	Statutory powers
	 
	 	 	The powers conferred by this Charge on the Secured Party are in addition to and not in
substitution for the powers conferred on mortgagees and mortgagees in possession by law and
in the case of any conflict between the powers contained in any such law and those
conferred by this Charge the terms of this Charge will prevail.




12









 






	9.	 	RECEIVERS AND ADMINISTRATORS
	 
	9.1	 	Appointment and removal
	 
	 	 	After this Charge becomes enforceable in accordance with Clause 8 (Security Enforcement),
the Secured Party may by writing or otherwise, without prior notice to the Chargor:






	 	(a)	 	appoint one or more persons to be a Receiver of the whole or
any part of the Charged Portfolio;
	 
	 	(b)	 	appoint one or more Receivers of separate parts of the
Charged Portfolio respectively;
	 
	 	(c)	 	remove (so far as it is lawfully able) any Receiver so appointed; and
	 
	 	(d)	 	appoint another person(s) as an additional or replacement Receiver(s).






	9.2	 	Capacity of Receivers
	 
	 	 	Each person appointed to be a Receiver pursuant to Clause 9.1 (Appointment and removal)
will be:






	 	(a)	 	entitled to act individually or together with any other person appointed or
substituted as Receiver;
	 
	 	(b)	 	for all purposes deemed to be the agent of the Chargor which shall be solely
responsible for his acts, defaults and liabilities and for the payment of his
remuneration and no Receiver shall at any time act as agent for the Secured
Party; and
	 
	 	(c)	 	entitled to remuneration for his services at a rate to be fixed by the Secured
Party from time to time.






	9.3	 	Powers of Receivers
	 
	 	 	In addition to the powers conferred by Clause 9.1, each Receiver shall (subject to any
restrictions in the instrument appointing him but notwithstanding any winding-up or
dissolution of the Chargor) have and be entitled to exercise, in relation to the Charged
Portfolio in respect of which he was appointed, and as varied and extended by the
provisions of this Charge (in the name of or on behalf of the Chargor or in his own name
and, in each case, at the cost of the Chargor):






	 	(a)	 	all the powers conferred on a receiver by any applicable law;
	 
	 	(b)	 	all the powers and rights of an absolute owner and power to do or omit to do
anything which the Chargor itself could do or omit to do;
	 
	 	(c)	 	the power to delegate (either generally or specifically) the powers,
authorities
and discretions conferred on it by this Charge (including the power of attorney)
on such terms and conditions as it shall see fit which delegation shall not
preclude either the subsequent exercise, any subsequent delegation or any
revocation of such power, authority or discretion by the Receiver itself; and






13











 






	 	(d)	 	the power to do all things (including bringing or defending proceedings
in the name or on behalf of the Chargor) which seem to the Receiver to be incidental
or conducive to:






	 	(i)	 	any of the functions, powers, authorities or discretions
conferred on or vested in him;
	 
	 	(ii)	 	the exercise of any rights, powers and remedies of the
Secured Party provided by or pursuant to this Charge or by law (including
realisation of all or any part of the Charged Portfolio); or
	 
	 	(iii)	 	bringing to his hands any assets of the Chargor forming
part of, or which when got in would be, Charged Portfolio.






	9.4	 	Consideration
	 
	 	 	The receipt of the Secured Party or any Receiver shall be a conclusive discharge to a
purchaser and, in making any sale or disposal of any of the Charged Portfolio or making any
acquisition, the Secured Party or any Receiver may do so for such consideration, in such
manner and on such terms as it thinks fit.
	 
	9.5	 	Protection of purchasers
	 
	 	 	No purchaser or other person dealing with the Secured Party or any Receiver shall be bound
to inquire whether the right of the Secured Party or such Receiver to exercise any of its
powers has arisen or become exercisable or be concerned with any propriety or regularity on
the part of the Secured Party or such Receiver in such dealings.
	 
	10.	 	EFFECTIVENESS OF COLLATERAL
	 
	10.1	 	Collateral Cumulative
	 
	 	 	The collateral constituted by this Charge and the Collateral Rights shall be cumulative, in
addition to and independent of every other security which Secured Party may at any time
hold for the Secured Obligations or any rights, powers and remedies provided by law. No
prior security held by the Secured Party over the whole or any part of the Charged
Portfolio shall merge into the collateral constituted by this Charge.
	 
	10.2	 	No Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any of the Secured
Party, any right, power or remedy of any of the Secured Party provided by this Charge or by
law shall impair such right, power or remedy, or operate as a waiver, nor shall any single
or partial exercise of that right, power or remedy prevent any further or other exercise of
that or any other right, power or remedy of any of the Secured Party provided by this Charge
or by law. The rights, powers and remedies herein provided are cumulative and not exclusive
of any rights, powers and remedies provided by law and may be exercised from time to time
and as often as the Secured Party may deem expedient. Any waiver by the Secured Party of any
terms of this Charge shall only be effective if given in writing and then only for the
purpose and upon the terms for which it is given.
	 
	10.3	 	Illegality, Invalidity, Unenforceability
	 
	 	 	If, at any time, any provision of this Charge is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Charge nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction will
in any way be affected or impaired.




14









 






	10.4	 	No liability
	 
	 	 	None of the Secured Party, the Secured Party’s nominee(s) or any Receiver appointed
pursuant to this Charge shall be liable by reason of (a) taking any action permitted by
this Charge or (b) any neglect or default in connection with the Charged Portfolio or (c)
the taking possession or realisation of all or any part of the Charged Portfolio, except in
the case of gross negligence or wilful default upon its part.
	 
	10.5	 	Implied Covenants for Title
	 
	 	 	It shall be implied in respect of Clause 2.2 (Charge) that the Chargor is charging the
Charged Portfolio free from all charges and encumbrances (whether monetary or not) and from
all other rights exercisable by third parties (including liabilities imposed and rights
conferred by or under any enactment).
	 
	10.6	 	Continuing security






	 	(a)	 	The Security from time to time constituted by this Charge is a continuing
security and will remain in full force and effect as a continuing security until
released or discharged by the Secured Party.
	 
	 	(b)	 	No part of the Security from time to time constituted by this Charge will be
considered satisfied or discharged by any intermediate payment, discharge or
satisfaction of the whole or any part of the Secured Obligations.






	10.7	 	Immediate recourse
	 
	 	 	The Chargor waives any right it may have of first requiring the Secured Party to proceed
against or enforce any other rights or Security or claim payment from any person before
claiming from the Chargor under this Charge. This waiver applies irrespective of any law or
any provision of this Charge to the contrary.
	 
	10.8	 	Avoidance of Payments
	 
	 	 	Notwithstanding Clause 3.3 (Release) if the Secured Party consider that any amount paid or
credited to it is capable of being avoided or reduced by virtue of any bankruptcy,
insolvency, liquidation or similar laws the liability of the Chargor under this Charge and
the security constituted by this Charge shall continue and that amount shall not be
considered to have been irrevocably paid.
	 
	10.9	 	Waiver of defences
	 
	 	 	The obligations of the Chargor under this Charge and this Security will not be affected by
any act, omission, matter or thing which, but for this Clause 10.9 (Waiver of defences),
would reduce, release or prejudice any of its obligations, or might operate to impair,
affect or discharge the rights and security of the Secured Party, in whole or in part,
under this Charge and this Security and whether or not known to the Company, the Chargor,
the Secured Party or any other person including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, the Chargor or
other person;
	 
	 	(b)	 	the release of the Chargor or any other person under the terms of any
composition or arrangement with any creditor of the Chargor;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or
neglect to perfect, take up or enforce, any rights against, or security over assets
of, the Chargor or other person or any non-presentment or non-observance of




15









 












	 	 	 	any formality or other requirement in respect of any instruments or any failure to
realise the full value of any other security;
	 
	 	(d)	 	any incapacity or lack of powers, authority or legal personality of or
dissolution
or change in the members or status of, the Chargor or any other person;
	 
	 	(e)	 	any amendment (however fundamental) or replacement of any document or
security;
	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any person
under
any document or security; or
	 
	 	(g)	 	any insolvency or similar proceedings.






	11.	 	INDEMNITY
	 
	11.1	 	Enforcement expenses
	 
	 	 	The Chargor shall, within three (3) Business Days of demand, pay to the Secured Party the
amount of all costs and expenses (including legal fees) incurred by the Secured Party in
connection with the exercise, enforcement or preservation of any rights, powers and
remedies under this Charge, the enforcement of the Security created pursuant to this Charge
and any proceedings instituted by or against the Secured Party (other than proceedings
instituted by or against the Chargor) as a consequence of taking, holding or enforcing the
Security created pursuant to this Charge or of exercising those rights, powers and
remedies.
	 
	11.2	 	Indemnity
	 
	 	 	The Chargor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the Secured Party, their respective attorneys and any Receiver against
any action, proceeding, claims, losses, liabilities and costs which it may sustain as a
consequence of any breach by the Chargor of the provisions of this Charge, the exercise or
purported exercise of any of the rights and powers conferred on them by this Charge or
otherwise relating to the Charged Portfolio.
	 
	11.3	 	Currency
	 
	 	 	If, under any applicable law or regulation, and whether pursuant to a judgment being made or
registered against the Chargor or the bankruptcy or liquidation of the Chargor or for any
other reason any payment under or in connection with this Charge is made or falls to be
satisfied in a currency (the “Payment Currency”) other than the currency in which such
payment is due under or in connection with this Charge (the “Contractual Currency”), then to
the extent that the amount of such payment actually received by the Secured Party when
converted into the Contractual Currency at the rate of exchange, falls short of the amount
due under or in connection with this Charge, the Chargor, as a separate and independent
obligation, shall indemnify and hold harmless the Secured Party against the amount of such
shortfall. For the purposes of this clause, “rate of exchange” means the rate at which the
Secured Party is able on or about the date of such payment to purchase the Contractual
Currency with the Payment Currency and shall take into account any premium and other costs
of exchange with respect thereto.
	 
	12.	 	APPLICATION OF PROCEEDS
	 
	 	 	All monies received or recovered by the Secured Party or any Receiver pursuant to this
Charge or the powers conferred by it shall (subject to the claims of any person having
prior rights thereto) be applied first in the payment of the costs, charges and expenses




16









 






	 	 	incurred and payments made by the Receiver, the payment of his remuneration and the
discharge of any liabilities incurred by the Receiver in, or incidental to, the exercise of
any of his powers, and thereafter shall be applied by the Secured Party (notwithstanding any
purported appropriation by the Chargor) to the payment of the Secured Obligations.
	 
	13.	 	ASSIGNMENT
	 
	13.1	 	No Assignment and Exception
	 
	 	 	The provisions of this Charge shall be binding upon and accrue to the benefit of the
Parties and their respective successors and permitted assigns. Notwithstanding the
foregoing, none of the Parties may assign its rights and obligations in whole or in part
hereunder without the prior written consent of the other Parties, except that the Secured
Party is permitted to assign their rights and benefits under this Charge, in whole or in
part, to any Person who acquires Preferred Shares of the Company held by the Secured Party.
	 
	13.2	 	Disclosure
	 
	 	 	The Secured Party shall be entitled to disclose such information concerning the Chargor or
any other person and this Agreement as the Secured Party consider appropriate to any actual
or proposed direct or indirect successor or to any person to whom information may be
required to be disclosed by applicable law.
	 
	14.	 	NOTICES
	 
	14.1	 	All notices, consents, and other communications under or pursuant to this Charge (“Notices”)
shall be in writing and in the English language and shall be delivered (A) by hand, (B) by
facsimile (with receipt confirmed); provided, however, that a copy is promptly thereafter
mailed by reputable private courier, return receipt requested, (C) by the addressee or (D) by
such other means as the Parties may agree from time to time; in each case to the appropriate
addresses and facsimile numbers set forth below (or to such other addresses or facsimile
numbers as a Party may designate as to itself by not less than five (5) Business Days notice
to the other Parties):






	 	if to the Secured Party, to 	:	 Standard Bank PLC

Cannon Bridge House

25 Dowgate Hill

London EC 4R 2SB

Fax: +852 2822 7947


Attention: John Wixley c/o Standard

Bank Asia Limited

	 
	 	if to the Chargor, to 	:	 Far East Energy Limited

Suite 406, Block C Grand Palace

5 Hui Zhong Road

Chaoyang District, Beijing 100101

PRC

Fax: (8610)5123 8866

Attention: Mr. Zhang Ruilin




17









 












	14.2	 	English Language
	 
	 	 	Any notice and all other documents given under or in connection with this Agreement must be
in English.
	 
	15.	 	WAIVERS AND COUNTERPARTS
	 
	15.1	 	Waivers
	 
	 	 	No waiver by the Secured Party of any of its rights under this Charge shall be effective
unless given in writing.
	 
	15.2	 	Counterparts
	 
	 	 	This Charge may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of this Charge.
	 
	16.	 	LAW
	 
	 	 	This Charge is governed by Cayman Islands law.
	 
	17.	 	ENFORCEMENT
	 
	17.1	 	Jurisdiction of the Cayman Islands Courts
	 
	 	 	The Parties agree that:






	 	(a)	 	the courts of the Cayman Islands have non-exclusive jurisdiction to settle any
dispute arising out of or in connection with this Charge (including a dispute
regarding the existence, validity or termination of this Charge) (a “Dispute”) and
for such purpose the Chargor and the Secured Party irrevocably submit to the
jurisdiction of the Cayman Islands courts;
	 
	 	(b)	 	the courts of the Cayman Islands are the most appropriate and convenient
courts to settle Disputes and accordingly no party will argue to the contrary; and
	 
	 	(c)	 	a final judgment or order in connection with this Charge of any court referred
to
in this Clause 17.1 is conclusive and binding on the Parties and may be
enforced against it in the courts of any other jurisdiction,






	 	 	provided that nothing in this clause shall affect the right of the Secured Party to serve process
in any manner permitted by law or limit the right of the Secured Party to take proceedings with
respect to this Charge against the Chargor in any other jurisdiction, nor shall it limit the
right of the Chargor to take proceedings with respect to this Charge against the Secured Party in
any other jurisdiction, whether concurrently or not.
	 
	17.2	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the Chargor:






	 	(a)	 	irrevocably appoints the Company as its agent for service of process in
relation
to any proceedings before the Cayman Islands courts in connection with this
Charge;
	 
	 	(b)	 	agrees that failure by an agent for service of process to notify the Chargor of
the
process will not invalidate the proceedings concerned; and
	 
	 	(c)	 	if the agent referred to in paragraph (a) above ceases to be appointed, agrees
to appoint another agent with an address in the Cayman Islands, promptly upon




18









 






	 	 	 	request by the Secured Party and authorises the Secured Party to appoint another
agent if the Chargor fails to appoint one following such request.




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




19









 








SCHEDULE 1




Form of Share Transfer



MIE HOLDINGS CORPORATION (the “Company”)



SHARE TRANSFER FORM


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




As Witness Our Hands




Signed by the Transferor on the

        day of        
                    
     

in the presence of:




	 	 	 
	 
	 	 
	 

	 	 
	Witness

	 	Transferor
	 
	 	 
	Signed by the Transferee on the
	 	 
	
        day of           
                    
	 	 
	in the presence of:
	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	Witness

	 	For and on behalf of Transferee






20









 






SCHEDULE 2




Form of Shareholder Letter of Authority




	To:	 	 Standard Bank PLC





Date: [•] 2009



Dear Sirs




MIE HOLDINGS CORPORATION (the “Company”)



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




Yours faithfully,






 




For and on behalf of



Far East Energy Ltd.





21











 





SCHEDULE 3




Forms of Proxy and Power of Attorney



PART I



MIE HOLDINGS CORPORATION



IRREVOCABLE APPOINTMENT OF PROXY GIVEN BY WAY OF SECURITY



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



This proxy is given by way of security pursuant to a share charge dated [•] made between Far East
Energy Limited and Standard Bank PLC and is irrevocable.



IN WITNESS whereof this instrument has been duly executed as a deed this [•] day of [•] 2009.




	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	 		 	 
	was hereunto affixed

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 

Director	 	 
	 
	 	 	 	 	 		 	 
	 

Witness Name:

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness Name:

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 	 	 






22









 






PART II




MIE HOLDINGS CORPORATION





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


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





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




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



IN WITNESS whereof this instrument has been duly executed as a deed this [•] day of [•] 2009.








23









 








	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	 		 	 
	was hereunto affixed

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 

	 	 	 	 	 	 

Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness Name:

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness Name:

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 	 	 






24









 









SCHEDULE 4




Form of written resolution of directors



MIE HOLDINGS CORPORATION (the “Company”)



Written resolution of the board of directors of the Company



TRANSFER OF SHARES



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




	 	 	 	 	 
	Transferor	 	Transferee	 	Number and Class of Shares





SHARE CERTIFICATES



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




	 	 	 	 	 
	Name	 	Class of Shares	 	Share Certificate Number





	 	 	 
	 

By:

	 	 
	 
	 	 
	(Director)
	 	 
	 
	 	 
	Dated:
	 	 
	 
	 	 
	 
	 	 
	 

By:

	 	 
	 
	 	 
	(Director)
	 	 
	 
	 	 
	Dated:
	 	 






25









 






SCHEDULE 5




Form of Undertaking from the Company



MIE HOLDINGS CORPORATION



[•] 2009



Standard Bank PLC




Dear Sirs




MIE HOLDINGS CORPORATION (THE “COMPANY”)



We refer to the Option Agreement dated ______, 2009 between, amongst others, Standard
Bank PLC and Far East Energy Limited (the “Option Agreement”). We also refer to the Share Charge
dated [•] between Far East Energy Ltd. (the “Chargor”) and Standard Bank PLC (the “Secured Party”)
(the “Charge”) whereby, inter alia, the Chargor granted a charge over the Charged Portfolio in
favour of the Secured Party.



Capitalised words and expressions used in this letter which are not expressly defined herein have
the meanings ascribed to them in the Charge.



This letter of undertaking is given pursuant to Clause 3.1.7 of the Charge.



In consideration of the right of the Chargor referred to above and for other valuable consideration
receipt of which is hereby acknowledged, the Company hereby irrevocably and unconditionally
undertakes and covenants to register in the Company’s register of members any and all share
transfers to either or both of the Secured Party or their respective nominees in respect of the
Charged Portfolio submitted to the Company by or on behalf of the Secured Party upon presentation
of the form of transfer and notwithstanding any suspension of the registration of transfers and
pending such registration to recognise the irrevocable proxy and power of attorney in the forms set
out in Parts I and II of Schedule 3 (Forms of Proxy and Power of Attorney) to the Charge.



EXECUTED AS A DEED under the common seal of the Company on [date].




	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	MIE HOLDINGS CORPORATION

	 	 	)	 	 		 	 
	 
	 	 	 	 	 	 	 
	was hereunto affixed

	 	 	)	 	 	 	 
	in the presence of:

	 	 	)	 	 	 

Director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness Name:

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 	 	 






26









 






SCHEDULE 6




The Shares



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

	 	[insert]
	 	[          ] Ordinary
Shares
	 	US$0.01






27









 






EXECUTION PAGE




The Chargor




	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	 		 	 
	was hereunto affixed

	 	 	)	 	 	 	 
	in the presence of:

	 	 	)	 	 	 

Director
	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

Witness Name:

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 	 	 






28









 






The Secured Party




Signed for and on behalf of

STANDARD BANK PLC




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 
	 	 
	Address:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Fax No.:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Attention:
	 	 	 	 	 	 






29









 






     FIRST
AMENDMENT AND RESTATEMENT AGREEMENT

TO OPTION AGREEMENT



SIGNATURES




	 	 	 	 	 	 	 
	The Seller
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	 	 
	was affixed hereto

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Director
	 	 	 	 	 	 






 









 






FIRST AMENDMENT AND RESTATEMENT AGREEMENT

TO OPTION AGREEMENT




	 	 	 	 	 	 	 	 	 
	The Company
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a DEED by

	 	 	)	 	 	 	 	 
	MIE HOLDINGS CORPORATION

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:  

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Occupation:
 

	 	 	 	 	 	 	 	 






 









 






FIRST AMENDMENT AND RESTATEMENT AGREEMENT

TO OPTION AGREEMENT




	 	 	 	 	 	 	 
	MIE
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED by

	 	 	)	 	 	 
	MI ENERGY CORPORATION

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	
 
 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:  

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Occupation:
 

	 	 	 	 	 	 	 	 






 









 






FIRST AMENDMENT AND RESTATEMENT AGREEMENT

TO OPTION AGREEMENT




	 	 	 	 	 	 	 	 	 
	The Buyer
 	 	 	 	 	 	 
	STANDARD BANK PLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	Title:	 	 






 









 






Exhibit C








Dated This [•] day of [•] 2009



By and Among



TPG Star Energy Ltd.



Standard Bank Plc 



Far East Energy Limited 



MI Energy Corporation



AND



MIE Holdings Corporation



 





SHAREHOLDERS’ AGREEMENT



in relation to



MIE HOLDINGS CORPORATION



 










 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2.

	 	RESTRICTIONS ON TRANSFERABILITY
	 	 	9	 
	3.

	 	PREEMPTION RIGHTS
	 	 	16	 
	4.

	 	[Intentionally left
blank]
	 	 	17	 
	5.

	 	COVENANTS
	 	 	17	 
	6.

	 	BOARD OF DIRECTORS
	 	 	19	 
	7.

	 	MEETINGS OF SHAREHOLDERS
	 	 	22	 
	8.

	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 	 	23	 
	9.

	 	NOTICES
	 	 	24	 
	10.

	 	GOVERNING LAW AND PRIORITY
	 	 	26	 
	11.

	 	TERMINATION OF AGREEMENT
	 	 	26	 
	12.

	 	ARBITRATION
	 	 	27	 
	13.

	 	CERTAIN ADDITIONAL COVENANTS OF THE
PARTIES
	 	 	28	 
	14.

	 	MISCELLANEOUS
	 	 	29	 






 









 





THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made on the [•] day of [•] 2009 by and
among





	(1)	 	TPG STAR ENERGY LTD., an exempted company incorporated with limited
liability in the Cayman Islands (“TPG”):
	 
	(2)	 	STANDARD BANK PLC, a financial institution incorporated in England (“Standard
Bank”, and together with TPG, each an “Investor” and together the
“Investors”):
	 
	(3)	 	FAR EAST ENERGY LIMITED, a company incorporated in the Hong Kong
Special Administration Region of the People’s Republic of China (“FEEL”);
	 
	(4)	 	MI ENERGY CORPORATION, an exempted company incorporated with limited
liability in the Cayman Islands (“MIE”): and
	 
	(5)	 	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 (the “SPA”), pursuant to which TPG will
subscribe for 2,145,749 Series A Preferred Shares to be issued by the Company;



WHEREAS,
Standard Bank, 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 January 12, 2009 (the “Original
Agreement”) pursuant to which Standard Bank purchased 197,049 Ordinary Shares on the terms and
subject to the conditions contained in the Original Agreement, and the Original Agreement was
amended by the Amendment to Shares Purchase Agreement dated as of June [_____], 2009 by and among Standard Bank, FEEL, the FEEL Shareholders, MIE and the
Company (the “Amendment”);



WHEREAS, following the Completion (as defined below), TPG, Standard Bank and FEEL will be all of
the shareholders of the Company;



WHEREAS, the respective obligations of the parties under the SPA and the Amendment to be performed
at the Completion (as defined in the SPA) and on the Effective Date (as defined in the Amendment)
are conditioned upon the execution and delivery of this Agreement by the Shareholders, the
Company, and MIE; and



WHEREAS, the Parties are desirous of regulating 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




 









 











Page 2





	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 Standard Bank, Affiliate shall include any related entity or
division within Standard Bank and any funds managed, controlled or advised by Standard Bank and/or its
Affiliates, and (iii) 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.
	 
	 	 
	“Amendment”

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






 









 




Page 3




	 	 	 
	“Completion”

	 	means completion of the issuance and subscription of the Series A Preferred Shares
under the SPA.
	 
	 	 
	“Completion Date”

	 	means the date of the Completion,
being [    ] 2009.
	 
	 	 
	“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 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 Date”

	 	has the meaning given such term in Clause 3.2(b).
	 
	 	 
	“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 SPA.
	 
	 	 
	“General Meeting”

	 	means any general meeting of the Shareholders.
	 
	 	 
	“HK1AC”

	 	has the meaning given such term in Clause 12.2.
	 
	 	 
	“Indebtedness”

	 	means all (i) funded indebtedness of the Company and its Subsidiaries,
including, (A) all funded obligations for borrowed






 









 




Page 4




	 	 	 
	 

	 	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.
	 
	 	 
	“ME Group”

	 	means the Company, its Subsidiaries and other entities controlled directly or
indirectly by the Company.
	 
	 	 
	“ME Loan”

	 	has the meaning given such term in the 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;

	 
	 	 
	 

	 	(c)   as a dividend or other distribution on the Series A Preferred Shares;







 









 




Page 5




	 	 	 
	 

	 	(d)   pursuant to a Qualified IPO;

	 
	 	 
	 

	 	(e)   in connection with any stock split or stock dividend; and

	 
	 	 
	 

	 	(f)   pursuant to the Standard Bank Equity Agreements.

	 
	 	 
	“Non-Competing Person”

	 	means any Person that is not engaged, directly or indirectly, in a Competing Business, it being understood that TPG and Standard
Bank 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 9.
	 
	 	 
	“OFAC”

	 	has the meaning given such term in Clause 13.5.
	 
	 	 
	“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.
	 
	 	 
	“Pre-Approved Affiliate Transaction”

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

	 	has the meaning given such term in Clause 3.2(a).
	 
	 	 
	“Production Sharing Contracts”

	 	has the meaning given such term in the 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






 









 




Page 6




	 	 	 
	 

	 	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 13.3.
	 
	 	 
	“Reserved Matter”

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

	 	means the Amended and Restated Memorandum and Articles of the Company, as set out in Exhibit 1 to the 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.
	 
	 	 
	“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.
	 
	 	 
	“Shareholders”

	 	means FEEL, TPG and Standard Bank, and each Person to whom the rights of a Shareholder are assigned pursuant to Clause
14.1, 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
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 shall be deemed to have been converted into
Ordinary Shares at the then-applicable conversion ratio.






 









 




Page 7




	 	 	 
	 
	 	 
	“Shares”

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

	 	has the meaning given such term in the first Recital.
	 
	 	 
	“Standard Bank”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Standard Bank
Equity Agreements”

	 	has the meaning given such term in the SPA.
	 
	 	 
	“Standard Bank
Facility”

	 	has the meaning given such term in the SPA.
	 
	 	 
	“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 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).
	 
	 	 
	“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






 









 




Page 8




	 	 	 
	 

	 	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 SPA.
	 
	 	 
	“UNCITRAL Rules”

	 	has the meaning given such term in Clause 12.2(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.






	 	(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.




 









 




Page 9




	 	(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.






	2.	 	RESTRICTIONS ON TRANSFERABILITY
	 
	2.1	 	Transfer Restrictions.






	 	(a)	 	Prior to the date falling one (1) year after the Completion 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)	 	Standard Bank and its Affiliates may Transfer Shares to one
(1) Person so long as, after giving effect to such Transfer, Standard Bank and
its Affiliates hold Shares having a Shareholding Percentage of at least one
percent (1%); and
	 
	 	(iii)	 	any Transfer effected by any Shareholder in accordance with
Clauses 2.2, 2.3 or 2.7 of this Agreement, Clause 7 or 8.2 of the SPA or the
Standard Bank Equity Agreements shall be permitted.






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





 









 




Page 10




	 	(i)	 	subject to Clause 13.3, any Transfer effected by any
Shareholder in accordance with Clauses 2.2, 2.3 or 2.7 of this Agreement,
Clause 7 or 8.2 of the SPA or the Standard Bank Equity Agreements shall be
permitted.






	 	(c)	 	At any time but subject to Clause 13.3, 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 or 8.2 of the SPA or the Standard Bank Equity
Agreements if at any time, any Shareholder (the “Offering Shareholder”)
desires to Transfer 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 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






 











 






Page 11 



	 	 	 	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 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.










 



Page 12 








	 	(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 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 or 8.2 of the SPA, or the Standard Bank Equity Agreements,
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










 



Page 13 








	 	 	 	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 shall be entitled to sell Series A Preferred Shares
pursuant to this Clause 2.3, but shall be permitted to convert or exercise its applicable
portion of Series A 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 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










 



Page 14 


	 	 	 	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 SHAREHOLDERS’ AGREEMENT DATED AS OF [•] 2009, 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.






	 	(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










 



Page 15 


	 	 	 	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 a deed 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 a
deed 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.






	 	(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 a deed 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 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










 



Page 16 


	 	 	 	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 Standard Bank 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 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.










 



Page 17 








	 	(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.]
	 
	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 Standard Bank holds Shares of the
Company, the Company shall also furnish to Standard Bank and its Affiliates:






	 	(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,










 



Page 18 


	 	 	 	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 Standard Bank Facility or to the extent that such remittance to 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 Standard Bank 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 also required by the Standard Bank
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
Completion:






	 	(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










 



Page 19 


	 	 	 	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:






	 	(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.










 



Page 20 








	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.
	 
	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.










 



Page 21 








	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 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 will not 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.










 



Page 22 








	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.
	 
	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
















 





Page 23





	 	 	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 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.	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 
	8.1	 	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.
	 
	8.2	 	Confidentiality. Subject to Clause 8.3, 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










 



Page 24


	 	 	Agreement or the existence and negotiations relating to this Agreement (and such other
agreements).
	 
	8.3	 	Exceptions to Confidentiality. Clause 8.2 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;
	 
	 	(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 8.2 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 Standard Bank Facility.






	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 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












 



Page 25



	 	 	 
	 	 	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 Standard Bank, to	:	Standard Bank Plc
	 

	 	Cannon Bridge House
	 

	 	25 Dowgate Hill
	 

	 	London EC 4R 2SB
	 

	 	Fax: +852 2822 7999
	 

	 	Attention: Head of Loans Administration
	 
	 	 
	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












 



Page 26


	 	 	 
	 

	 	Facsimile: (8610) 5123 8866
	 

	 	Attention: Mr. Zhang Ruilin
	 
	 	 
	 

	 	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







	10.	 	GOVERNING LAW AND PRIORITY
	 
	10.1	 	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.
	 
	10.2	 	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.
	 
	11.	 	TERMINATION OF AGREEMENT
	 
	11.1	 	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
8, 10, 11 and 12 shall survive any termination
hereof.
	 
	11.2	 	Effect of Termination. Upon termination of this Agreement as provided in Clause
11.1, 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 27


	12.	 	ARBITRATION
	 
	12.1	 	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.
	 
	12.2	 	Arbitration Procedure.






	 	(a)	 	Failing an amicable settlement thereof within the 30-day period specified in
Clause 12.1, 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.






	12.3	 	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.
	 
	12.4	 	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.
	 
	12.5	 	Survival. The provisions contained in this Clause 12 shall survive the termination
or expiration of this Agreement.










 



Page 28


	13.	 	CERTAIN ADDITIONAL COVENANTS OF THE PARTIES
	 
	13.1	 	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 Date.
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.






	13.2	 	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.
	 
	13.3	 	FEEL Shareholding. At any time from and after 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
Completion date (such earlier date, the “Required Shareholding Ownership Expiration
Date”). During the period from the Completion Date 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 SPA, the Standard Bank
Facility or the Standard Bank Equity Agreements.
	 
	13.4	 	MIE Shareholding. At any time from and after 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 Completion Date 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 Standard Bank
Facility.
	 
	13.5	 	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 positions as listed herein, the Company shall consult with
TPG prior to making such decision.










 



Page 29


	13.6	 	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.
	 
	13.7	 	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.
	 
	13.8	 	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.
	 
	13.9	 	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.
	 
	14.	 	MISCELLANEOUS
	 
	14.1	 	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.
	 
	14.2	 	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).
	 
	14.3	 	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.










 



Page 30


	14.4	 	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.
	 
	14.5	 	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.
	 
	14.6	 	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.
	 
	14.7	 	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.
	 
	14.8	 	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.
	 
	14.9	 	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.
	 
	14.10	 	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.
	 
	14.11	 	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.
	 
	14.12	 	Costs and Attorneys’ Fees. Each Party shall pay its own expenses in connection with
the transactions contemplated by this Agreement.










 



Page 31


	14.13	 	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.
	 
	14.14	 	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]














 



Page 32



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




	 	 	 	 	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MIE ENERGY CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	STANDARD BANK PLC

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 









 



Page 33

	 	 	 	 	 




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 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 or a redemption of any Shares held by Standard Bank
pursuant to the put option granted to Standard Bank under the Standard Bank Equity
Agreements;
	 
	(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 (other than as may be required to consummate the
transactions under the Standard Bank Equity Agreements) 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 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 SPA);
	 
	(viii)	 	Any repayment by MIE of any loan from a direct or indirect Shareholder;










 



Page 34


	(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
Standard Bank Facility) exceeding in the aggregate US$20,000,000 during the 12-month period
following the Completion and US$40,000,000 during the 24-month period following the
Completion;
	 
	(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 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 Standard Bank 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 Standard Bank Equity Agreements);











 




Page 35


	(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; and
	 
	(xx)	 	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

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



                    , 2009




Standard Bank PLC.

Cannon Bridge House

25 Dowgate Hill

London EC 4R 2SB

Fax: (852) 2822 7947

Attention: John Wixley





	Re: 	 	 Amendment to Shares Purchase Agreement relating to the Purchase of 197,049 Ordinary
Shares of MIE Holdings Corporation — FEEL Shareholders Undertakings




Dear Sirs:



We provide this letter to Standard Bank PLC. (“Standard Bank”) pursuant to the Amendment to Shares
Purchase Agreement relating to the Purchase of 197,049 Ordinary Shares of MIE Holdings Corporation
(the “Amendment”) dated
               , 2009 among Standard Bank, 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 Amendment shall have the same meanings when
used in this letter.



In connection with the Amendment 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 Standard Bank that:
	 
	 	(a)	 	the FEEL Shareholders are the joint legal owners, free and clear of any
Encumbrances, 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 otherwise
restrict his ownership of the FEEL shares;
	 
	 	(c)	 	he has the full power and authority and full legal capacity to execute, deliver
and perform his obligations under the Amendment and such Amendment will be or




1









 






	 	 	 	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 Amendment 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 Amendment;
	 
	 	(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 Amendment;
	 
	 	(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 Amendment, 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 Amendment; 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 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.




2









 






	 	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 Amendment and as of the Effective Date, and Standard
Bank has relied upon such warranties to enter into the Amendment. 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 Amendment.
	 
	 	1.3	 	During the period from the date of the Amendment until the the Effective Date, each FEEL
Shareholder shall notify Standard Bank 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
Standard Bank’s obligations or satisfaction thereof under the Amendment.
	 
	 	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
(as defined in the Original Agreement).






	2.	 	UNDERTAKINGS






	 	2.1	 	Pre-completion undertakings. During the period from the date of the Amendment until
the Effective 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 Standard Bank 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-Effective Date Undertaking.
	 
	 	 	 	From and after the Effective 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 Standard Bank following the Qualified
IPO (as defined in the Original Agreement), (b) the date upon which Standard Bank’s
shareholding in the Company falls below the 1.5% and (c) the date falling sixty (60) months
from the Effective Date (such earlier date, the
“Required Shareholding Ownership Expiration Date”). During the period from the Effective 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 as
contemplated by the Standard Bank 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.
	 
	 	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




3









 






	 	 	 	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 Amendment 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 Standard
Bank, to:

	 	Cannon Bridge House
	 

	 	25 Dowgate Hill
	 

	 	London EC 4R 2SB
	 

	 	Fax: [(852) 2822 7947]
	 

	 	Attention: John Wixley
	 
	 	 
	 

	 	with a copy to:
	 
	 	 
	 

	 	Standard Bank Asia Limited
	 

	 	[                                        ]
	 

	 	Fax: [                    ]
	 

	 	Attention: [                    ]
	 
	 	 
	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 13 of the Original Agreement 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









 






	 	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
Standard Bank may assign its rights under this letter, in whole or in part, to any Person
who acquires Shares held by Standard Bank.
	 
	 	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:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	ZHAO JIANGWEI

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	SHANG ZHIGUO

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	Accepted and agreed to

on the terms set forth above as of the

date first written above:





Standard Bank PLC.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




6