EX-10.29





Exhibit 10.29






 









 








Dated This 9th day of July 2009




By and Among




TPG Star Energy Ltd.,



Far East Energy Limited



MIE Holdings Corporation



and



MI Energy Corporation



 






AMENDMENT TO




SERIES A PREFERRED SHARES SUBSCRIPTION AND PUT OPTION AGREEMENT

RELATING TO

the subscription of, and put option rights over, Series A Preferred Shares

OF

MIE HOLDINGS CORPORATION



 





 









 




THIS AMENDMENT TO SERIES A PREFERRED SHARES SUBSCRIPTION AND PUT OPTION AGREEMENT (this
“Amendment”) is made on the 9th day of July 2009 by and among:





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




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



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



WHEREAS, TPG, FEEL, the Company and MIE now wish to amend the Original 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 date of execution of this Amendment, the Original Agreement shall be amended
as set out below:





	1.1	 	The form of Exhibit 1 (Restated Articles) of the Original Agreement shall be deleted in its
entirety and replaced with the document attached hereto as Exhibit A to this Amendment.
	 
	1.2	 	The form of Exhibit 2 (Shareholders’ Agreement) of the Original Agreement shall be deleted in
its entirety and replaced with the document attached hereto as Exhibit B to this Amendment.




1









 












	1.3	 	The form of Exhibit 6 (Zhang Ruilin’s Employment Contract Term Sheet) of the Original
Agreement shall be deleted in its entirety and replaced with the document attached hereto as
Exhibit C to this Amendment.
	 
	1.4	 	Clause 5.1(a)(xii) of the Original Agreement shall be deleted in its entirety and replaced
with the following:
	 
	 	 	“receipt of a certified true copy of an employment contract term sheet duly executed by the
Company and Zhang on substantially the terms set forth on Exhibit 6”
	 
	1.5	 	A new Clause 8.5 shall be inserted immediately after Clause 8.4 as follows:






	 	8.5	 	Zhang Employment Contract. Within three (3) months after the Completion, the Company
shall enter into an executive director services agreement between Zhang Ruilin and the
Company on substantially the terms set forth on Exhibit 6 and such other terms as agreed
by the Parties.”






	1.6	 	Except as specifically amended hereby, the Original Agreement shall remain in full force and
effect and nothing herein shall alter, reduce or otherwise modify the obligations of any Party
under the Original Agreement.
	 
	3.	 	GOVERNING LAW




This Amendment shall be governed by and construed in accordance with the laws of the State
of New York without regarding to conflicts of law principles.





	4.	 	COUNTERPARTS




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]






2









 







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




	 	 	 	 	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	 	 	 
	 	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/ Zhao Jiangwei
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



3









 






	 	 	 	 	 


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




	 	 	 	 	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	/s/
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MI ENERGY CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



3









 






	 	 	 	 	 



EXHIBIT A

RESTATED ARTICLES





1











 





Company No.: MC-207100




SECOND AMENDED AND RESTATED




MEMORANDUM



AND



ARTICLES OF ASSOCIATION



OF



MIE Holdings Corporation



(Adopted by Special Resolution dated July ___, 2009)



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 July ___, 2009)




	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 July ___, 2009)






	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 July ___, 2009 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 June 19, 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 JULY ___, 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,




10









 








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






11











 






	 	(c)	 	Termination. The preemption rights granted under Article 6(b) shall expire
immediately upon 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




12









 






	 	 	 	payment of the Liquidation Preference and shall entitle the holders of the Series A
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 Shares) 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




13









 






	 	 	 	obtains the consent of the holders of at least eighty-five percent (85%) of the then
outstanding Series A Preferred Shares, voting as a single class, or (iii) forty-eight (48)
months after the date of the completion of the Company’s initial Series A Preferred Shares
financing.
	 
	 	(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




14









 






	 	 	 	reduced, concurrently with such issue, to a price (calculated to the
nearest 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




15









 






	 	 	 	such convertible or exchangeable securities and
subsequent conversion or exchange thereof, shall be
deemed to have been issued at the time such securities
were issued or such options or rights were issued and
for a consideration equal to the consideration, if any,
received or to be received by the Company for any such
securities and related options or rights (excluding any
cash received 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




16









 






	 	 	 	proportion to such increase of outstanding shares.
	 
	 	(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.




17









 






	 	(viii)	 	Upon the occurrence of each adjustment or readjustment of the Conversion Rate
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.




18









 











TRANSFER OF SHARES





	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 1st January in each
year.





AMENDMENTS OF ARTICLES





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





TRANSFER BY WAY OF CONTINUATION





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




43









 






EXHIBIT B

SHAREHOLDERS’ AGREEMENT

















 









Dated This       day of july 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
JULY 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 June 24, 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 July      , 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.
	 	 	 
	“HKIAC”
	 	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.
	 	 	 
	“MIE Group”
	 	means the Company, its Subsidiaries and other entities controlled
directly or indirectly by the Company.
	 	 	 
	“MIE 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 pre-cedent 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










 



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	 	 	 	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










 



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	 	 	 	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 July ___, 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










 



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	 	 	 	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.










 



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	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 C




ZHANG RUILIN’S EMPLOYMENT CONTRACT TERM SHEET













 









	SERVICE CONTRACT TERM SHEET
BETWEEN
MIE Holdings Corporation MIE
AND
Zhang Ruilin
Dated:, 2009 2009





 









 









	SERVICE CONTRACT TERM SHEET
THIS SERVICE CONTRACT TERM SHEET (the “Contract”) is made on this ___day of ___, 2009 by
and between 2009:
(1) MIE Holdings Corporation (the “Company”), a company established and existing under the laws of
Cayman Islands; and MIE;
(2) Zhang Ruilin, an individual, a PRC citizen (with passport number G18206054 and identification
card no. 222303197101280436). (the “Employee”).
The Company and the Employee shall hereinafter individually be referred to as a “Party” and
collectively as the “Parties.”
ARTICLE 1 — INTERPRETATION
In this Contract, unless the context otherwise requires, the following terms shall have the
following meanings:
“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.
“Board” means the board of directors from time to time of the Company or (as the context may
require) the majority of directors present and voting at any meeting of the Board duly convened and
held.
“Business” means all the business and affairs carried out by the Group or any member of it from
time to time.
“Business Day” means any day (other than Saturday and Sunday) on which banks in the PRC generally
are open for business.
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	“Group” means the Company and its Affiliates from time to time. A member of the Group refers to any
one or all of the Company and its Affiliates.
“Person” means an individual, partnership, corporation, proprietorship, business undertakings,
joint stock company, trust, unincorporated association, enterprise, governmental body and organ, or
any other similar entity of any of the foregoing.
“PRC” means the People’s Republic of China.
“Renewed Term” has the meaning ascribed to such term in Article 2.3.
“Term” has the meaning ascribed to such term in Article 2.2.
ARTICLE 2 — EMPLOYMENT
2.1 Employment
The Employee will work in the position of Executive Director of the Company, reporting directly to
the Board of Directors of the Company.
2.2 Term
Subject to the provisions for termination set out in Article 6, the term of this Contract (the
“Term”) shall be approved by a resolution duly passed by the shareholders of the Company.
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	2.3 Renewal of Contract
At least thirty (30) days prior to the scheduled expiration of the Term, the Company shall either
offer the Employee a renewal of the Contract for the same or a new term (the “Renewed Term”), or
shall inform the Employee in writing that the Company does not intend to renew the Contract. If the
Company offers to renew the Contract, the Employee shall accept or refuse the renewal prior to the
expiration of the Term. In the event that the Employee fails to respond prior to the expiration of
the Term, the Employee shall be deemed to have refused to renew the Contract and the Contract shall
expire at the end of the Term. 30
ARTICLE 3 — DUTIES AND SERVICES
3.1 General Obligations
The Employee hereby undertakes with the Company that during the Term, he shall use his best
endeavours to carry out his duties hereunder and to protect, promote and act in the best interests
of the Company and the Group.
3.2 Duties of the Employee
The Employee in his office as Executive Director of the Company shall:
(1) diligently exercise such powers and perform such duties as may from time to time be assigned to
him by the Company, including, but not limited to:
(i) managing all aspects of the business of the Company and such subsidiaries and associated
companies as the Company may from time to time request; and
(ii) formulating and implementing clear business strategies for the Company and such subsidiaries
and associated companies;
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	(2) comply with all reasonable and lawful directions given to him by the Company;
(3) promptly make such reports to Board of Directors as the Company requests; and
(4) use his best endeavours to promote, protect, develop and extend the business of the Company and
such subsidiaries and associated companies as the Company may from time to time request;
(5) comply with all applicable laws and regulations.
3.3 Duty to Inform
The Employee shall at all times give promptly to the Board (in writing if so requested) all such
information as the Board may reasonably require in relation to his duties hereunder and of the
Business in so far as such information is or ought to be within the knowledge of the Employee and
provide such explanation as the Board may require in connection therewith.
3.4 Work Hours
The Employee’s normal work hours shall be eight hours each day excluding meals, five days per week,
Monday to Friday, for a total of forty (40) hours per week. The Employee may be required to (and,
if so required, shall) work outside these normal hours without additional pay.
3.5 Leave
The Employee shall be entitled to legal holidays, annual leave and other paid leaves of absence in
accordance with applicable law, this Contract and the Company’s work rules (if any).
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	ARTICLE 4 — REMUNERATION
4.1 Salary
In consideration for the performance of his all duties and obligations hereunder, the annual base
salary of the Employee during the Term shall be further discussed between the Employee and the
Board.
ARTICLE 5 — CONFIDENTIALITY
5.1 Confidentiality
The Employee shall maintain all information which may be disclosed to him concerning operation,
management, technology, marketing or financial information of the Company or any business entity
affiliated with the Company and information relating to the business and services of the Company as
well as any confidential information received by the Company from third parties (the “Confidential
Information”) in the strictest confidence and agrees not to disclose, directly or indirectly, in
any manner, any Confidential Information to any person inside or outside the Company without the
prior written consent of the Company.
ARTICLE 6 — TERMINATION
6.1 Termination by the Company
The Company may dismiss the Employee at any time upon thirty (30) days prior written notice upon
passing a shareholders resolution to dismiss the Employee.
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	30 6.2 Termination by the Employee
The Employee may at any time resign from employment with the Company upon thirty (30) days prior
written notice. Upon the Employee’s resignation, the Company shall have no obligation to pay any
compensation to the Employee in respect of the termination of this Contract.
30 ARTICLE 7 — MISCELLANEOUS
7.1 Language
This Contract is executed in both English and Chinese. Both versions have equal effect
7.2 Service Agreement
Within three (3) months of July 9, 2009, the Company and the Employee shall enter into an executive
director services agreement on substantially the terms set forth on this term sheet and such other
terms as agreed by the Parties. 2009 7 9
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IN WITNESS WHEREOF this Contract has been duly executed the day and year first
above written.




For and
on befalf of





	 	 	 
	MIE Holding Corporation 


MIE

	 	Zhang Ruilin


 






	 	 	 	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 	 	 
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