EX-10.50






Exhibit 10.50




Dated 10 March 2010




HARMONY ENERGY LIMITED

as Chargor



in favour of



TPG STAR ENERGY LTD.

as Secured Party



 





SHARE CHARGE



 





WARNING



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

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

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

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









 



 


CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Page	 
	 
	 	 	 	 	 	 
	1.
	 	Definitions And Interpretation	 	 	2	 
	2.
	 	Charge	 	 	4	 
	3.
	 	Deposit Of Certificates, Related Rights, Release And Annotation Of Register Of Members	 	 	4	 
	4.
	 	Voting Rights And Dividends	 	 	6	 
	5.
	 	Chargor’s Representations And Undertakings	 	 	7	 
	6.
	 	Further Assurance	 	 	11	 
	7.
	 	Power Of Attorney	 	 	11	 
	8.
	 	Security Enforcement	 	 	12	 
	9.
	 	Receivers And Administrators	 	 	13	 
	10.
	 	Effectiveness Of Collateral	 	 	14	 
	11.
	 	Indemnity	 	 	16	 
	12.
	 	Application Of Proceeds	 	 	17	 
	13.
	 	Assignment	 	 	17	 
	14.
	 	Notices	 	 	17	 
	15.
	 	Waivers And Counterparts	 	 	18	 
	16.
	 	Law	 	 	18	 
	17.
	 	Enforcement	 	 	18	 
	Schedule 1	 	 	20	 
	Schedule 2	 	 	21	 
	Schedule 3	 	 	22	 
	Schedule 4	 	 	25	 
	Schedule 5	 	 	26	 
	Schedule 6	 	 	28	 












 



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



BETWEEN





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




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




RECITALS:





	(A)	 	The Secured Party, Far East Energy Limited (“FEEL”), the Company and others have entered into
the Series A Preferred Shares Subscription and Put Option Agreement dated June 19, 2009, as
amended (the “TPG SPA”), and in accordance with the terms of the TPG SPA, FEEL pledged 2,064,777
Ordinary Shares to the Secured Party pursuant to a Share Charge dated 9th of July 2009 by and
between FEEL and the Secured Party (the “TPG Pledge”).
	 
	(B)	 	FEEL has entered into the Shares Purchase Agreement dated as of February 5, 2010, by and among
the Chargor, the Company, FEEL and others (the “Harmony SPA”), pursuant to which in order to
complete the transactions contemplated under the Harmony SPA, FEEL intends to request that the
Secured Party release 444,738 Ordinary Shares (the “TPG Shares”) from the TPG Pledge, to be
repurchased and exchanged for 889,476 Series B Preferred Shares and transferred to Harmony.
	 
	(C)	 	In order to induce the Secured Party to release the TPG Shares from the TPG Pledge, the
Chargor, the Secured Party and others have entered into the Credit Support Agreement dated 10
March 2010 (the “Credit Support Agreement”), pursuant to which the Chargor shall enter into this
Charge with the Secured Party as security for the Secured Obligations (as defined below).
	 
	(D)	 	The board of directors of the Chargor is satisfied that the Chargor is entering into this
Charge for the purposes of its business and that its doing so benefits the Chargor.
	 
	(E)	 	The Parties intend this Charge to take effect as a deed.




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Charge:
	 
	 	 	“Business Day” means any day that is not a Saturday, a Sunday or a day on which banks are
required or permitted to be closed in the Hong Kong SAR or the People’s Republic of China.
	 
	 	 	“Charge” has the meaning given such term in the Preamble.
	 
	 	 	“Charged Portfolio” means the Shares and the Related Assets.










 



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










 



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	1.2	 	Terms defined in the TPG SPA
	 
	 	 	Unless defined in this Charge or the context otherwise requires, a term defined in the TPG
SPA has the same meaning in this Charge or any notice given under or in connection with
this Charge, as if all references in such defined terms to the TPG SPA were a reference to
this Charge or such notice.
	 
	1.3	 	Construction
	 
	 	 	Clause 1.3 (Principles of Construction) of the TPG SPA will apply as if incorporated in
this Charge or in any notice given under or in connection with this Charge, as if all
references in such Clauses to the TPG SPA were a reference to this Charge or such notice.
	 
	2.	 	CHARGE AND GUARANTEE
	 
	2.1	 	Guaranteed Obligation
	 
	 	 	The Chargor hereby irrevocably and unconditionally guarantees as its own obligation the
payment of the Secured Obligations and covenants with the Secured Party to promptly pay and
discharge on demand of the Secured Party any Secured Obligation which is due and payable
pursuant to and under the terms of the TPG SPA, provided however, the
Secured Party shall look solely to the Charged Portfolio for the enforcement of the
Chargor’s obligations for the Secured Obligations hereunder and no other recourse shall be
had against the Chargor.
	 
	2.2	 	Charge
	 
	 	 	The Chargor, as legal and beneficial owner, charges by way of first fixed charge the
Charged Portfolio in favour of the Secured Party as continuing security for the Chargor’s
payment and discharge of the Secured Obligations.
	 
	3.	 	DEPOSIT OF CERTIFICATES, RELATED RIGHTS, RELEASE AND ANNOTATION OF
    REGISTER OF MEMBERS
	 
	3.1	 	Deposit of certificates
	 
	 	 	The Chargor will immediately upon the execution of this Charge (or upon coming into
possession of the Chargor at any time) deposit (or procure there to be deposited) with the
Secured Party:






	 	3.1.1.	 	certified copies of its corporate documents required to authorise the due execution
and delivery of this Charge;
	 
	 	3.1.2.	 	all certificates and other documents of title to the Shares which shall be issued as
separate certificates to correspond to number of Shares charged to the Secured Party to
facilitate enforcement;
	 
	 	3.1.3.	 	share transfer forms substantially in the form set out in Schedule 1 (Form of Share
Transfer) (executed in blank by or on behalf of the Chargor) in respect of the Shares
which by the shareholders letter of authority referred to in Clause 3.1.4
below the Secured Party will be entitled to date following the occurrence of
a Relevant Event;
	 
	 	3.1.4.	 	a duly executed and dated shareholders letter of authority in the form of Schedule 2
(Form of Shareholder Letter of Authority) to this Charge and an irrevocable power of
attorney which in accordance with its terms shall be exercisable following the
occurrence of a Relevant Event for as long as such Relevant Event is continuing;










 



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






	3.2	 	Related Assets
	 
	 	 	Subject to clause 5.2(g), the Chargor shall, promptly upon the accrual, offer or issue of
any Related Assets (in the form of stocks, shares, warrants or other securities) in which
the Chargor has a beneficial interest, procure the delivery to the Secured Party of (a) all
certificates and other documents of title representing those Related Assets and (b) such
duly executed blank (stamped, if necessary or desirable for the Secured Party) share
transfer forms substantially in the form set out in Schedule 1 (Form of Share Transfer) or
other instruments of transfer in respect of those Related Assets as the Secured Party
may require.
	 
	3.3	 	Release
	 
	 	 	Upon the latest to occur of (i) the General Warranty Expiration Date, (ii) the final
settlement of all claims from the Secured Party which may be outstanding on such Warranty
Expiration Date in respect of the indemnities under Clause 6 of the TPG SPA and (iii) the
payment of the Put Return Deficiency, the Secured Party shall, promptly at the request of
the Chargor but at the cost of the Secured Party, execute all such documents and do all
such other things as may be considered reasonably necessary to release this Charge.
	 
	3.4	 	Annotation of Register of Members
	 
	 	 	The Chargor shall, within three (3) Business Days following execution of this Charge or in
the case where the Chargor has acquired Related Assets, promptly upon the issuance of such
Related Assets:






	 	3.4.1	 	procure that the following notation be entered on the Register of Members of the
Company:
	 
	 	 	 	“889,476 Series B preferred shares of US$0.01 par value issued to Harmony Energy
Limited as fully paid up are charged in favour of TPG Star Energy Ltd.
(including its successors, assigns and transferees) pursuant to a share charge
dated July 9 ,2009 as amended from time to time.”; and
	 
	 	3.4.2	 	provide the Secured Party with a certified copy of such Register of Members of
the Company with such notation.










 



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






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






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






	 	(a)	 	exercise (or refrain from exercising) any voting rights in respect of the
Charged Portfolio;










 



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






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






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






	5.	 	CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 
	5.1	 	Representations
	 
	 	 	The Chargor makes the following representations and warranties to the Secured Party and
acknowledges that the Secured Party has become a Party to this Charge in reliance on these
representations and warranties:






	 	(a)	 	Status






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






	 	(b)	 	Binding obligations
	 
	 	 	 	The obligations expressed to be assumed by it in this Charge are, subject to any
general principles of law as at the date of this Charge limiting its obligations,
legal, valid and binding obligations enforceable in accordance with its terms.










 



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






	 	 	(i)	 	conflict with:






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






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






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






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






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






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






	 	 	 	have been obtained or effected and are in full force and effect.










 



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






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






	(i)	 	Insolvency
	 
	 	 	No order or petition has been presented or resolution passed for the
administration, winding-up, dissolution or liquidation of the Chargor and no
administrator, receiver or manager has been appointed in respect thereof. The
Chargor has not commenced any other proceeding under any bankruptcy,
reorganization, composition, arrangement, adjustment of debt, release of debtors,
dissolution, insolvency, liquidation or similar law of any jurisdiction and there
has not been commenced against he Chargor any such proceeding.
	 
	(j)	 	No proceedings pending or threatened
	 
	 	 	There is no legal, administrative, arbitration or other action or proceeding or
governmental investigation pending, or, to the knowledge of the Chargor,
threatened, against the Chargor or its activities, properties or assets, or to the
knowledge of the Chargor, against any officer, director or key employee of the
Chargor in connection with such officer’s director’s or key employee’s
relationship with, or action taken on behalf of, the Chargor, including but not
limited to any legal, administrative, arbitration or other action or proceeding or
governmental investigation that questions the validity of this Charge, or the
right of the Chargor to enter into this Charge, or the consummation of the
transactions contemplated hereby, or that would result in a Material Adverse
Effect or any change in the current equity ownership of the Chargor, nor is the
Chargor aware that there is any basis for the foregoing.
	 
	(k)	 	Pari passu ranking
	 
	 	 	Its payment obligations under this Charge rank at least pari passu with the claims
of all its other unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.
	 
	(l)	 	No Stamp Taxes
	 
	 	 	Under the laws of the British Virgin Islands and the Cayman Islands, it is not
necessary or desirable for the Secured Party that any stamp, registration or
similar tax be paid on or in relation to this Charge.






	5.2	 	Undertakings






	 	(a)	 	Authorisations






	 	 	 	The Chargor shall promptly:






	 	(i)	 	obtain, comply with and do all that is necessary to maintain in full
force and effect; and










 



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






	 	 	 	any material authorisation required under applicable law or regulation to enable
it to perform its obligations under this Charge (where the failure to obtain and
comply with such authorisation could reasonably be expected to have a Material
Adverse Effect) and each other authorisation required to ensure the legality,
validity, enforceability or admissibility in evidence in its jurisdiction of
incorporation of this Charge.






	 	(b)	 	Compliance with laws
	 
	 	 	 	The Chargor shall comply in all material respects with all laws applicable to it,
if failure to comply could reasonably be expected to materially impair its ability
to perform its obligations under this Charge enforceable in accordance with its
terms.
	 
	 	(c)	 	No Action
	 
	 	 	 	The Chargor shall not without the prior written consent of the Secured Party:






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






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






	 	(i)	 	variation of the rights attaching to or conferred by all or any part of the Charged Portfolio;






 











 





Page 11





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






which in the opinion of the Secured Party would prejudice the value of, or the
ability of the Secured Party to realise, the security created by this Charge or
the legality, validity or enforceability of this Charge.




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






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






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






	7.	 	POWER OF ATTORNEY
	 
	7.1	 	Appointment and powers
	 
	 	 	The Chargor irrevocably and by way of security for the payment of the Secured Obligations
appoints the Secured Party and any Receiver severally to be its true and attorney and in
its name, on its behalf and as its act and deed to execute, deliver and




 









 





Page 12



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






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






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




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






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




 









 











Page 13





	8.2	 	Secured Party liability






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






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






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






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






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






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




 









 











Page 14





	 	(c)	 	entitled to remuneration for his services at a rate to be fixed by the Secured
Party from time to time.






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






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






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






	9.4	 	Consideration
	 
	 	 	The receipt of the Secured Party or any Receiver shall be a conclusive discharge to a
purchaser and, in making any sale or disposal of any of the Charged Portfolio or making any
acquisition, the Secured Party or any Receiver may do so for such consideration, in such
manner and on such terms as it thinks fit.
	 
	9.5	 	Protection of purchasers
	 
	 	 	No purchaser or other person dealing with the Secured Party or any Receiver shall be bound
to inquire whether the right of the Secured Party or such Receiver to exercise any of its
powers has arisen or become exercisable or be concerned with any propriety or regularity on
the part of the Secured Party or such Receiver in such dealings.
	 
	10.	 	EFFECTIVENESS OF COLLATERAL
	 
	10.1	 	Collateral Cumulative
	 
	 	 	The collateral constituted by this Charge and the Collateral Rights shall be cumulative, in
addition to and independent of every other security which Secured Party may at any time
hold for the Secured Obligations or any rights, powers and remedies provided by law.






 











 





Page 15





	 	 	No prior security held by the Secured Party over the whole or any part of the Charged
Portfolio shall merge into the collateral constituted by this Charge.
	 
	10.2	 	No Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any of the Secured
Party, any right, power or remedy of any of the Secured Party provided by this Charge or by
law shall impair such right, power or remedy, or operate as a waiver, nor shall any single
or partial exercise of that right, power or remedy prevent any further or other exercise of
that or any other right, power or remedy of any of the Secured Party provided by this
Charge or by law. The rights, powers and remedies herein provided are cumulative and not
exclusive of any rights, powers and remedies provided by law and may be exercised from time
to time and as often as the Secured Party may deem expedient. Any waiver by the Secured
Party of any terms of this Charge shall only be effective if given in writing and then only
for the purpose and upon the terms for which it is given.
	 
	10.3	 	Illegality, Invalidity, Unenforceability
	 
	 	 	If, at any time, any provision of this Charge is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Charge nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction will
in any way be affected or impaired.
	 
	10.4	 	No liability
	 
	 	 	None of the Secured Party, the Secured Party’s nominee(s) or any Receiver appointed
pursuant to this Charge shall be liable by reason of (a) taking any action permitted by
this Charge or (b) any neglect or default in connection with the Charged Portfolio or (c)
the taking possession or realisation of all or any part of the Charged Portfolio, except in
the case of gross negligence or wilful default upon its part.
	 
	10.5	 	Implied Covenants for Title
	 
	 	 	It shall be implied in respect of Clause 2.2 (Charge) that the Chargor is charging the
Charged Portfolio free from all charges and encumbrances (whether monetary or not) and from
all other rights exercisable by third parties (including liabilities imposed and rights
conferred by or under any enactment).
	 
	10.6	 	Continuing security






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






	10.7	 	Immediate recourse
	 
	 	 	The Chargor waives any right it may have of first requiring the Secured Party to proceed
against or enforce any other rights or Security or claim payment from any person before
claiming from the Chargor under this Charge. This waiver applies irrespective of any law or
any provision of this Charge to the contrary.




 









 











Page 16





	10.8	 	Avoidance of Payments
	 
	 	 	Notwithstanding Clause 3.3 (Release) if the Secured Party consider that any amount paid or
credited to it is capable of being avoided or reduced by virtue of any bankruptcy,
insolvency, liquidation or similar laws the liability of the Chargor under this Charge and
the security constituted by this Charge shall continue and that amount shall not be
considered to have been irrevocably paid.
	 
	10.9	 	Waiver of defences
	 
	 	 	The obligations of the Chargor under this Charge and this Security will not be affected by
any act, omission, matter or thing which, but for this Clause 10.9 (Waiver of defences),
would reduce, release or prejudice any of its obligations, or might operate to impair,
affect or discharge the rights and security of the Secured Party, in whole or in part,
under this Charge and this Security and whether or not known to the Company, the Chargor,
the Secured Party or any other person including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, the Chargor or
other person;
	 
	 	(b)	 	the release of the Chargor or any other person under the terms of any
composition or arrangement with any creditor of the Chargor;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets of,
the Chargor or other person or any non-presentment or non-observance of any formality or
other requirement in respect of any instruments or any failure to realise the full value of
any other security;
	 
	 	(d)	 	any incapacity or lack of powers, authority or legal personality of or
dissolution or change in the members or status of, the Chargor or any other person;
	 
	 	(e)	 	any amendment (however fundamental) or replacement of any document or
security;
	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any person
under any document or security; or
	 
	 	(g)	 	any insolvency or similar proceedings.






	11.	 	INDEMNITY
	 
	11.1	 	Enforcement expenses
	 
	 	 	The Chargor shall, within three (3) Business Days of demand, pay to the Secured Party the
amount of all costs and expenses (including legal fees) incurred by the Secured Party in
connection with the exercise, enforcement or preservation of any rights, powers and
remedies under this Charge, the enforcement of the Security created pursuant to this Charge
and any proceedings instituted by or against the Secured Party (other than proceedings
instituted by or against the Chargor) as a consequence of taking, holding or enforcing the
Security created pursuant to this Charge or of exercising those rights, powers and
remedies.
	 
	11.2	 	Indemnity
	 
	 	 	The Chargor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the Secured Party, their respective attorneys and any Receiver against
any action, proceeding, claims, losses, liabilities and costs which it may sustain




 









 





Page 17



	 	 	as a consequence of any breach by the Chargor of the provisions of this Charge, the
exercise or purported exercise of any of the rights and powers conferred on them by this
Charge or otherwise relating to the Charged Portfolio.






	11.3	 	Currency
	 
	 	 	If, under any applicable law or regulation, and whether pursuant to a judgment being made
or registered against the Chargor or the bankruptcy or liquidation of the Chargor or for
any other reason any payment under or in connection with this Charge is made or falls to be
satisfied in a currency (the “Payment Currency”) other than the currency in which such
payment is due under or in connection with this Charge (the “Contractual Currency”), then
to the extent that the amount of such payment actually received by the Secured Party when
converted into the Contractual Currency at the rate of exchange, falls short of the amount
due under or in connection with this Charge, the Chargor, as a separate and independent
obligation, shall indemnify and hold harmless the Secured Party against the amount of such
shortfall. For the purposes of this clause, “rate of exchange” means the rate at which the
Secured Party is able on or about the date of such payment to purchase the Contractual
Currency with the Payment Currency and shall take into account any premium and other costs
of exchange with respect thereto.
	 
	12.	 	APPLICATION OF PROCEEDS
	 
	 	 	All monies received or recovered by the Secured Party or any Receiver pursuant to this
Charge or the powers conferred by it shall (subject to the claims of any person having
prior rights thereto) be applied first in the payment of the costs, charges and expenses
incurred and payments made by the Receiver, the payment of his remuneration and the
discharge of any liabilities incurred by the Receiver in, or incidental to, the exercise of
any of his powers, and thereafter shall be applied by the Secured Party (notwithstanding
any purported appropriation by the Chargor) to the payment of the Secured Obligations.
	 
	13.	 	ASSIGNMENT
	 
	13.1	 	No Assignment and Exception
	 
	 	 	The provisions of this Charge shall be binding upon and accrue to the benefit of the
Parties and their respective successors and permitted assigns. Notwithstanding the
foregoing, none of the Parties may assign its rights and obligations in whole or in part
hereunder without the prior written consent of the other Parties, except that the Secured
Party is permitted to assign their rights and benefits under this Charge, in whole or in
part, to any Person who acquires Series A Preferred Shares of the Company held by the
Secured Party.
	 
	13.2	 	Disclosure
	 
	 	 	The Secured Party shall be entitled to disclose such information concerning the Chargor or
any other person and this Agreement as the Secured Party consider appropriate to any actual
or proposed direct or indirect successor or to any person to whom information may be
required to be disclosed by applicable law.
	 
	14.	 	NOTICES
	 
	14.1	 	All notices, consents, and other communications under or pursuant to this Charge
(“Notices”) shall be in writing and in the English language and shall be delivered (A) by
hand, (B) by facsimile (with receipt confirmed); provided, however, that a copy is promptly
thereafter mailed by reputable private courier, return receipt requested, (C) by the
addressee or (D) by such other means as the Parties may agree from time to time; in each
case to the appropriate addresses and facsimile numbers set forth below (or to






 











 





Page 18



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




	 	 	 	 	 
	if to the Secured Party, to

	 	:
	 	TPG Star Energy Ltd.
	 

	 	 	 	301 Commerce Street, Suite 3300
	 

	 	 	 	Fort Worth, Texas 76102
	 

	 	 	 	Fax: (817) 871-4001
	 

	 	 	 	Attention: Clive D. Bode
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 

	 	 	 	TPG Growth Capital (Asia) Limited

57th Floor, Two International Finance Centre

8 Finance Street, Central, Hong Kong

Fax: (852) 3515-8999

Attention: Stephen Law
	 
	 	 	 	 
	if to the Chargor, to

	 	:
	 	Harmony Energy Limited
	 

	 	 	 	Suites 7003-7005, 70th Fl
	 

	 	 	 	Two International Finance Centre
	 

	 	 	 	8 Finance St, Central
	 

	 	 	 	Hong Kong
	 

	 	 	 	Attention: Mr. Fan Lei
	 

	 	 	 	Facsimile: (852) 2110 9677







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






	 	(a)	 	the courts of the Cayman Islands have non-exclusive jurisdiction to settle any
dispute arising out of or in connection with this Charge (including a dispute regarding the
existence, validity or termination of this Charge) (a “Dispute”) and for such purpose the
Chargor and the Secured Party irrevocably submit to the jurisdiction of the Cayman Islands
courts;




 









 











Page 19





	 	(b)	 	the courts of the Cayman Islands are the most appropriate and convenient
courts to settle Disputes and accordingly no party will argue to the contrary; and






	 	(c)	 	a final judgment or order in connection with this Charge of any court referred
to in this Clause 17.1 is conclusive and binding on the Parties and may be enforced against
it in the courts of any other jurisdiction,




provided that nothing in this clause shall affect the right of the Secured Party to serve
process in any manner permitted by law or limit the right of the Secured Party to take
proceedings with respect to this Charge against the Chargor in any other jurisdiction, nor shall
it limit the right of the Chargor to take proceedings with respect to this Charge against the
Secured Party in any other jurisdiction, whether concurrently or not.





	17.2	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the Chargor:






	 	(a)	 	irrevocably appoints the Company as its agent for service of process in
relation to any proceedings before the Cayman Islands courts in connection with this
Charge;






	 	(b)	 	agrees that failure by an agent for service of process to notify the Chargor
of the process will not invalidate the proceedings concerned; and






	 	(c)	 	if the agent referred to in paragraph (a) above ceases to be appointed, agrees
to appoint another agent with an address in the Cayman Islands, promptly upon request by
the Secured Party and authorises the Secured Party to appoint another agent if the Chargor
fails to appoint one following such request.




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






 









 








Page 20




SCHEDULE 1




Form of Share Transfer



MIE HOLDINGS CORPORATION (the “Company”)



SHARE TRANSFER FORM


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




As Witness Our Hands






Signed by the Transferor on the

           day of                     

in the presence of:




	 	 	 	 
	 

	 	 	 
	Witness

	 	Transferor	 






Signed by the Transferee on the





          day of                     



in the presence of:




	 	 	 	 
	 

	 	 	 
	Witness

	 	For and on behalf of Transferee	 






 









 






Page 21




SCHEDULE 2




Form of Shareholder Letter of Authority



To: TPG Star Energy Ltd.




Date:
[•] 2010




Dear Sirs




MIE HOLDINGS CORPORATION (the “Company”)



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




Yours faithfully,




	 	 	 	 	 
	 	 	 
	  	 	 	 
	 	 	 	 
	 	For and on behalf of




Harmony Energy Limited 	 	 
	 




 











 





Page 22




SCHEDULE 3




Forms of Proxy and Power of Attorney



PART I



MIE HOLDINGS CORPORATION



IRREVOCABLE APPOINTMENT OF PROXY GIVEN BY WAY OF SECURITY



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



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



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





	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	
	 	 
	HARMONY ENERGY LIMITED

	 	 	)	 	 	 	 
	was hereunto affixed

	 	 	)	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 
	 

	 	 	 	 	 	Director	 	 











	 	 	 
	Witness Name: 
	 	 
	Address:
	 	 
	Fax No.:
	 	 
	Attention:
	 	 
	 
	 	 
	 
	 	 
	Witness Name:
	 	 
	Address:
	 	 
	Fax No.
	 	 
	Attention:
	 	 






 









 






Page 23




PART II




MIE HOLDINGS CORPORATION



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


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





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




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



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





 









 









Page 24






	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	
	 	 
	HARMONY ENERGY LIMITED

	 	 	)	 	 	 	 
	was hereunto affixed

	 	 	)	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 
	 

	 	 	 	 	 	Director	 	 











	 	 	 
	Witness Name: 
	 	 
	Address:
	 	 
	Fax No.:
	 	 
	Attention:
	 	 
	 
	 	 
	 
	 	 
	Witness Name:
	 	 
	Address:
	 	 
	Fax No.
	 	 
	Attention:
	 	 







 









 







Page 25




SCHEDULE 4




Form of written resolution of directors



MIE HOLDINGS CORPORATION (the “Company”)



Written resolution of the board of directors of the Company



TRANSFER OF SHARES



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




	 	 	 	 	 
	 	 	 	 	 
	Transferor
	 	Transferee
	 	Number and Class of Shares






SHARE CERTIFICATES



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




	 	 	 	 	 
	 	 	 	 	 
	Name
	 	Class of Shares
	 	Share Certificate Number









	 	 	 
	 
	 	 
	By:

	 	 
	(Director)
	 	 
	Dated:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	By:
	 	 
	(Director)
	 	 
	Dated:
	 	 






 












 





Page 26




SCHEDULE 5




Form of Undertaking from the Company



MIE HOLDINGS CORPORATION



[•] 2010




TPG Star Energy Ltd.




Dear Sirs




MIE HOLDINGS CORPORATION (THE “COMPANY”)




We refer to the following:



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



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



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



(4) the
Share Charge dated [•] between the Chargor and the Secured Party (the “Charge”) whereby,
inter alia, the Chargor granted a charge over the Charged Portfolio in favour of the Secured
Party.



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



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



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



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




	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	MIE HOLDINGS CORPORATION

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	was hereunto affixed

	 	 	)	 	 	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	

 

Director
	 	 






 









 






Page 27




	 	 	 
	 

Witness Name:

	 	 
	 
	 	 
	Address:
	 	 
	Fax No.:
	 	 
	Attention:
	 	 






 









 






Page 28




SCHEDULE 6




The Shares



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

Limited
	 	B003
	 	889,476 Series B

Preferred Shares
	 	US$0.01






 









 






Page 29



EXECUTION
PAGE


The
Chargor




	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	HARMONY
ENERGY LIMITED

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	was hereunto affixed

	 	 	)	 	 	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	/s/ 
 

Director
	 	 






	 	 	 	 	 	 	 
	/s/ Natasha Hsieh	 	 	 	 
	 	 	 	 	 
	Witness Name:

	 	Natasha Hsieh	 	 	 	 
	Address:

	 	17F, Edinburgh Tower,
15 Queen’s Rd, Central, Hong Kong	 	 	 	[Common Seal of Harmony Energy Limited affixed]
	Fax No.:

	 	852-2810-1345	 	 	 	 
	Attention:

	 	 	 	 	 	 






 









 






	 	 	 
	The Secured Party

	 

	Signed for and on behalf of

	TPG STAR ENERGY LTD.

	 

	 

	By:



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

	Fax No.:    (817) 871-4001

	Attention: Mr. Clive D. Bode