EX-10.46






Exhibit 10.46




DATED 31st July 2009




MIE HOLDINGS CORPORATION

as Mortgagor



- and -



CITIC KA WAH BANK LIMITED

as Offshore Security Agent

on its own behalf and as agent and trustee

for the Finance Parties referred to herein



 





SHARE MORTGAGE

of

MI ENERGY CORPORATION



 





Baker  & MÇKenzie

14th Floor Hutchison House

Hong Kong



 









 





CONTENTS




	 	 	 	 	 	 	 
	Number	 	Clause Heading	 	Page	 
	 
	 	 	 	 	 	 
	1.
	 	Interpretation	 	 	1	 
	2.
	 	Mortgage of Shares	 	 	3	 
	3.
	 	Continuing Security	 	 	4	 
	4.
	 	Representations and Warranties	 	 	4	 
	5.
	 	Undertakings	 	 	6	 
	6.
	 	Power of Sale	 	 	7	 
	7.
	 	Dividends and Voting Rights	 	 	8	 
	8.
	 	Claims by Mortgagor	 	 	9	 
	9.
	 	Taxes and Other Deductions	 	 	9	 
	10.
	 	Costs, Charges and Expenses	 	 	9	 
	11.
	 	Indemnity	 	 	10	 
	12.
	 	Further Assurance	 	 	11	 
	13.
	 	Power of Attorney	 	 	11	 
	14.
	 	Evidence of Debt	 	 	12	 
	15.
	 	Suspense Account	 	 	12	 
	16.
	 	Waiver and Severability	 	 	12	 
	17.
	 	Miscellaneous	 	 	13	 
	18.
	 	Assignment	 	 	16	 
	19.
	 	Notices	 	 	16	 
	20.
	 	Governing Law and Jurisdiction	 	 	17	 






Schedules




	 	 	 	 	 	 	 
	Schedule 1
	 	Particulars of Shares	 	 	19	 
	Schedule 2
	 	Form of Letter of Resignation	 	 	20	 
	Schedule 3
	 	Directors’ Resolutions	 	 	22	 
	Schedule 4
	 	Form of Letter of Undertaking and Authorisation (Director)	 	 	24	 
	Schedule 5
	 	Form of Letter of Undertaking (Company)	 	 	25	 
	Schedule 6
	 	Appointment of Corporate Representative	 	 	26	 
	 
	 	 	 	 	 	 
	Execution
	 	 	 	 	27	 






 









 




THIS DEED is made on the 31st day of July 2009




BETWEEN:





	(1)	 	MIE HOLDINGS CORPORATION, a corporation duly and validly existing under the laws of Cayman
Islands with its registered office at c/o the offices of Maples Corporate Services Limited, PO
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Mortgagor”); and






	(2)	 	CITIC KA WAH BANK LIMITED, in its capacity as Offshore Security Agent on its own behalf and
as agent and trustee for the Finance Parties (as defined in the Facility Agreement referred to
below) from time to time, and its successors (in such capacity, the “Offshore Security
Agent”).





WHEREAS:





	(A)	 	By a US$200,000,000 transferable term loan and revolving credit facility agreement (the
“Facility Agreement”) dated 28 July 2009 made between (1) MI Energy Corporation as borrower
(the “Borrower”), (2) the banks and other financial institutions named therein as lenders,
(3) CITIC Ka Wah Bank Limited as facility agent, (4) China CITIC Bank Corporation Limited,
Guangzhou Branch as onshore security agent and (5) the Offshore Security Agent, the Lenders
(as defined in the Facility Agreement) have agreed to make available to the Borrower a loan
facility of up to two hundred million US Dollars (US$200,000,000) upon the terms set out
therein.






	(B)	 	The Offshore Security Agent is acting as agent and trustee for the Finance Parties pursuant
to the Facility Agreement and as agent and trustee for the Finance Parties pursuant to this
Deed.






	(C)	 	It is a condition precedent to the Lenders making the Facility available to the Borrower that
the Mortgagor enters into this Deed.





NOW THIS DEED WITNESSES as follows:





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






	 	(a)	 	terms and expressions defined in or construed for the purposes of the
Facility Agreement shall have the same meanings or be construed in the same manner
when used in this Deed;
	 
	 	(b)	 	the expression “Offshore Security Agent” shall mean the Offshore Security
Agent acting in its capacity as trustee for itself and the other Finance Parties
pursuant to the trust declared by Clause 1.2 in respect of holding, releasing and/or
reassigning the rights, benefits and interests conferred by Clause 2.1




 









 






	 	 	 	and, in all other contexts shall mean the Offshore Security Agent on its own
behalf and in its capacity as agent and trustee for the Finance Parties and the
expression “Finance Parties” shall have the meaning ascribed to it in the Facility
Agreement;
	 
	 	(c)	 	“Dividends” means all dividends, interest and other sums which are or may
become payable by the Borrower to any person in its capacity as shareholder of the
Borrower and includes:






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






	 	(d)	 	“Secured Indebtedness” means all and any sums (whether principal, interest,
fees or otherwise) which are now or at any time may become payable by the Borrower
under the Facility Agreement and each of the other Finance Document to which it is a
party and all other monies hereby secured;






	 	(e)	 	“Shares” means all those shares constituting the entire issued share capital
from time to time of the Borrower the particulars of which at the date of this Deed
are set out in Schedule 1 and, where the context permits, includes the Dividends and
those stocks, shares, rights, monies and other property referred to in Clause 2.4.






	1.2	 	Trust. All rights, benefits and interests granted to or conferred upon the Offshore
Security Agent pursuant to Clause 2.1 and all other rights, powers and discretions granted to
or conferred upon the Offshore Security Agent under this Deed shall be held by the Offshore
Security Agent on trust for the benefit of itself as agent and trustee and for the Finance
Parties from time to time. The Offshore Security Agent may do all acts within its power to
administer and manage the trust constituted by this Clause including any full or partial
release and/or re-assignment by deed of the rights, benefits and interests conferred by Clause
2.1 or the release of any Shares from this Deed. The trust constituted by this Clause shall
come into existence on the date of this Deed and shall last for so long as any part of the
Secured Indebtedness remains unpaid or the performance of any obligation under any Finance
Document has not been performed in full Provided that, for the purposes of the rule against
perpetuities, the perpetuity period applicable to the trust constituted under this Clause and
dispositions made or to be made pursuant to this Deed and this trust, is hereby specified as a
period of eighty (80) years less one (1) day from the date of this Deed.






	1.3	 	Successors and Assigns. The expressions “Mortgagor”, “Borrower”, “Offshore
Security Agent”, “Lenders” and “Finance Parties” shall where the context permits include their
respective successors, transferee and permitted assigns and any persons deriving title under
them.






	1.4	 	Miscellaneous. In this Deed, unless the context requires otherwise, references to
provisions of any law or regulation shall be construed as references to those




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	 	 	provisions as replaced, amended, modified or re-enacted from time to time; words
importing the singular include the plural and vice versa and words importing a gender
include every gender; references to this Deed or any other Finance Document shall be
construed as references to such document as the same may be amended, supplemented or
novated from time to time; unless otherwise stated, references to Clauses and Schedules
are to clauses of and schedules to this Deed and references to this Deed include its
Schedules. Clause headings are inserted for reference only and shall be ignored in
construing this Deed.
	 
	2.	 	MORTGAGE OF SHARES
	 
	2.1	 	Mortgage. In consideration of the Lenders agreeing to make the Facility available to
the Borrower upon the terms and conditions of the Facility Agreement, the Mortgagor as
beneficial owner mortgages, charges and assigns by way of first legal mortgage the Shares to
the Offshore Security Agent as a continuing security for the due and punctual payment of the
Secured Indebtedness and the due and punctual performance and observance by the Borrower of
all other obligations of the Borrower contained in any Finance Document to which it is a
party.
	 
	2.2	 	Deposit of Documents. For the purpose of enabling the Offshore Security Agent to
exercise its rights under this Deed, the Mortgagor undertakes forthwith upon the execution of
this Deed to deposit, or procure that there be deposited with the Offshore Security Agent;






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






	2.3	 	Registration in Name of Offshore Security Agent. The Mortgagor agrees that at any
time during the continuance of an Event of Default and for the duration of such




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	 	 	continuance, the Offshore Security Agent may, at the cost of the Mortgagor (but subject to
clause 11.7 of the Facility Agreement), register the Shares in the name of the Offshore
Security Agent or its nominee.






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






	 	(a)	 	the Mortgagor is a company duly incorporated with limited liability and




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	 	 	 	validly existing under the laws of Cayman Islands, and has full power, authority and
legal right to own the Shares;
	 
	 	(b)	 	the Mortgagor has full power, authority and legal right to enter into and engage in the
transactions contemplated by this Deed and has taken or obtained all necessary corporate and
other action and consents to authorise the execution and performance of this Deed;
	 
	 	(c)	 	subject to Legal Reservations, this Deed constitutes legal, valid and binding obligations of
the Mortgagor enforceable in accordance with its terms;
	 
	 	(d)	 	neither the execution of this Deed nor the performance by the Mortgagor of any of its
obligations or the exercise of any of its rights hereunder will conflict with or result in a
material breach of any law, regulation, judgment, order, authorisation, agreement or
obligation applicable to it or cause any limitation placed on it or the powers of its
directors to be exceeded or result in the creation of or oblige the Mortgagor to create an
Encumbrance in respect of the Shares (except in favour of the Offshore Security Agent under or
pursuant to this Deed);
	 
	 	(e)	 	all authorisations required from any governmental or other authority or from any shareholders
or creditors of the Mortgagor for or in connection with the execution, validity and
performance of this Deed have been obtained and are in full force and effect and there has
been no default under the conditions of any of the same;
	 
	 	(f)	 	no litigation, arbitration or administrative proceeding is currently taking place or (to the
best of its knowledge and belief) pending or threatened against the Mortgagor or its assets or
revenues which, if adversely determined, might reasonably be expected to have a Material
Adverse Effect;
	 
	 	(g)	 	other than the entry of the particulars of this Deed in the register of mortgages and charges
of the Mortgagor to be maintained in its registered office, it is not necessary in order
to ensure the validity, enforceability, priority or admissibility in evidence in
proceedings of this Deed in Hong Kong or the Cayman Islands or the PRC that it or any other
document be filed or registered with any authority in Hong Kong or the Cayman Islands or the
PRC or that any tax be paid in respect thereof;
	 
	 	(h)	 	the particulars of the Shares set out in Schedule 1 are accurate and the Shares described
therein constitute the entire issued share capital of the Borrower at the date hereof and all
the Shares have been validly issued and are fully paid up;
	 
	 	(i)	 	subject to this Deed, the Mortgagor is the sole beneficial owner of the Shares and is the
legal owner of all such Shares and the Mortgagor has good and marketable title thereto;




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	 	(j)	 	no Encumbrance exists over all or any part of the Shares (except as created
under or pursuant to this Deed);
	 
	 	(k)	 	the Mortgagor has not granted in favour of any other person any interest in
or any option or other rights in respect of any of the Shares and no other person has
any interest in or any option or other rights in respect of any of the Shares;
	 
	 	(l)	 	the Borrower has not issued, or resolved or agreed to issue, any additional
 shares to any person or granted, or resolved or agreed to grant, any option or other
right to acquire any additional shares to any person;
	 
	 	(m)	 	there are no duplicate copies of the certificates in respect of the Shares
or other certificates representing the Shares; and
	 
	 	(n)	 	the Mortgagor is generally subject to civil and commercial law and to legal
proceedings and neither the Mortgagor nor any of its assets or revenues is entitled to
any immunity or privilege (sovereign or otherwise) from any set-off, judgment,
execution, attachment or other legal process.






	4.2	 	Continuing Representation and Warranty. The Mortgagor also represents and
warrants to and undertakes with the Offshore Security Agent that the foregoing representations
and warranties will be true and accurate on the date of each Advance and on each Interest
Payment Date with reference to the facts and circumstances subsisting as at the date on which
such representations and warranties are deemed to be made.






	4.3	 	Purpose of the Representations. Each Finance Party acknowledges and agrees that the
representations set out in this Clause 4 are for risk allocation purposes under clause 15.1(d)
of the Facility Agreement only, and in the event that any representation or warranty made or
deemed to be made by the Mortgagor pursuant to this Clause 4 proves to have been incorrect or
misleading in any respect, this shall not lead to any personal liability on the Mortgagor and
no claim (other than the exercise of the rights of the Finance Parties hereunder in relation
to the Shares) shall be made against the Mortgagor by any Finance Parties in respect of such
representations.






	5.	 	UNDERTAKINGS
	 
	 	 	The Mortgagor undertakes and agrees with the Offshore Security Agent throughout the
continuance of this Deed and so long as the Secured Indebtedness or any part thereof
remains owing that the Mortgagor will, unless the Offshore Security Agent (acting on the
instructions of the Facility Agent) otherwise agrees in writing:






	 	(a)	 	not create or attempt or agree to create or permit to arise or exist any
Encumbrance over all or any part of the Shares or any interest therein or otherwise
assign, deal with or dispose of all or any part of the Shares (except under or
pursuant to this Deed);




6









 






	 	(b)	 	not grant in favour of any other person any interest in or any option or other
rights in respect of any of the Shares;
	 
	 	(c)	 	procure that the Borrower shall not issue, or resolve or agree to issue, any
 shares to any person, or grant or resolve or agree to grant any option or other right
to acquire shares to any person;
	 
	 	(d)	 	at all times remain beneficial owner of the Shares and ensure that the Shares
at all times constitute the entire issued share capital from time to time of the
Borrower (including but not limited to when the Shares do not constitute the entire
issued share capital from time to time of the Borrower, immediately take all actions
to mortgage all the remaining shares in the issued share capital of the Borrower in
favour of the Offshore Security Agent in accordance with Clause 2.4);
	 
	 	(e)	 	promptly notify the Offshore Security Agent if the Mortgagor becomes
registered as a non-Hong Kong company in Hong Kong under Part XI of the Companies
Ordinance (Chapter 32 of the Laws of Hong Kong);
	 
	 	(f)	 	promptly upon the appointment of any new director of the Borrower, deposit or
procure that there be deposited with the Offshore Security Agent (A) a signed undated
letter of resignation by such director in the form set out in Schedule 2; (B) an
undated board resolution of all the directors of the Borrower to accept the directors’
resignations and appoint new directors in the form set out in Schedule 3; (C) duly
executed letters of undertaking and authorization from such director relating to the
documents (A) and (B) above, in the form set out in Schedule 4;
	 
	 	(g)	 	punctually pay all calls or other payments due in respect of all or any part
of the Shares;
	 
	 	(h)	 	not voluntarily commence to wind up or dissolve the Borrower;
	 
	 	(i)	 	do or permit to be done every act or thing which the Offshore Security Agent
may from time to time reasonably require for the purpose of enforcing the rights of
the Offshore Security Agent hereunder;
	 
	 	(j)	 	not do or cause or permit to be done anything which may in any way adversely
affect the security created hereunder or the rights of the Offshore Security Agent
hereunder.






	6.	 	POWER OF SALE
	 
	6.1	 	Enforceability. During the continuance of an Event of Default, the Offshore Security
Agent or its nominee may, without further notice or authority, sell or dispose of all or any
part of the Shares and may apply the proceeds of any such sale or disposition in or towards
the discharge of the costs thereby incurred and of the Secured Indebtedness in such manner as
it in its absolute discretion thinks fit.




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	6.2	 	Sale of Shares. The Offshore Security Agent shall be entitled to exercise
such power of sale in such manner and at such time or times and for such consideration
(whether payable immediately or by instalments) as it shall in its absolute discretion think
fit (whether by private sale, public auction or otherwise) and so that the Shares (or any
relevant part thereof) may be sold (i) subject to any conditions which the Offshore Security
Agent may think fit to impose, (ii) to any person (including any person connected with the
Mortgagor, the Borrower or any Finance Party, provided that any sale to a person connected
with any Finance Party shall be entered into in good faith at a fair market value) and (iii)
at any price which the Offshore Security Agent, in its absolute discretion, considers to be
the best obtainable in the circumstances taking into account the nature of the Borrower as a
private company.
	 
	6.3	 	Dividends. At any time during the continuance of an Event of Default, any Dividends
which have been or may be received or receivable by the Offshore Security Agent or any nominee
of the Offshore Security Agent may be applied by the Offshore Security Agent as though they
were proceeds of sale hereunder and any Dividends declared or paid during the continuance of
an Event of Default which may be received or receivable by the Mortgagor shall be paid
forthwith upon receipt to the Offshore Security Agent and may be applied by the Offshore
Security Agent as though they were proceeds of sale hereunder.
	 
	6.4	 	Purchaser Not Bound to Enquire. The Offshore Security Agent is authorised to give a
good discharge for any moneys received by it pursuant to the exercise of its power of sale and
a purchaser shall not be bound to enquire whether the power of sale has arisen as herein
provided nor be concerned with the manner of application of the proceeds of sale.
	 
	6.5	 	No Liability for Losses. The Mortgagor shall not have any claim against the Offshore
Security Agent or its nominee or any other Finance Party in respect of any loss arising out of
any such sale or any postponement thereof howsoever caused and whether or not a better price
could or might have been obtained upon the sale of the Shares or any of them by deferring or
advancing the date of such sale or otherwise howsoever.
	 
	6.6	 	Waiver of Pre-emption Rights. The Mortgagor waives any right it may have under the
articles of association of the Borrower or otherwise to purchase the Shares or any of them in
the event that they are sold or otherwise disposed of pursuant to the power of sale contained
in this Clause.
	 
	7.	 	DIVIDENDS AND VOTING RIGHTS
	 
	7.1	 	Dividends and Voting Rights. At any time during the continuance of an Event of
Default, the Offshore Security Agent shall have complete discretion to retain the Dividends
received by the Offshore Security Agent and to exercise or abstain from exercising all voting
and other rights and powers attaching to the Shares as the Offshore Security Agent in its
absolute discretion thinks fit without being liable for any losses which the Mortgagor may
suffer as a result thereof. For the avoidance of doubt, if there is not a continuing Event of
Default, the Mortgagor shall have complete




8









 






	 	 	discretion to retain the Dividends received by it and to exercise or abstain from
exercising all voting and other rights and powers attaching to the Shares.
	 
	7.2	 	Authority to Sign Proxies. The Mortgagor irrevocably authorises the Offshore
Security Agent to sign on its behalf and on behalf of each person holding any of the Shares
as the nominee of the Mortgagor any proxies or other documents which the Offshore Security
Agent may require to enable the Offshore Security Agent to exercise such voting and other
rights and powers attaching to the Shares in accordance with this Deed.
	 
	8.	 	CLAIMS BY MORTGAGOR
	 
	 	 	The Mortgagor represents to and undertakes with the Offshore Security Agent that it has not
taken and will not take any security in respect of its liability under this Deed whether
from the Borrower or any other person. So long as any sum remains owing by the Borrower to
any Finance Party, the Mortgagor shall not exercise any right of subrogation, contribution
or any other rights of a surety or enforce any security or other right or claim against the
Borrower (whether in respect of its liability under this Deed or otherwise) or any other
person who has guaranteed or given any security in respect of the Secured Indebtedness or
claim in the insolvency or liquidation of the Borrower or any such other person in
competition with any Finance Party. If the Mortgagor receives any payment or benefit in
breach of this Clause, it shall hold the same upon trust for the Offshore Security Agent as
a continuing security for the Secured Indebtedness.
	 
	9.	 	TAXES AND OTHER DEDUCTIONS
	 
	 	 	All sums payable by the Mortgagor under this Deed shall be paid in full without
set-off or counterclaim or any restriction or condition and free and clear of any tax or
other deductions or withholdings of any nature. If the Mortgagor or any other person is
required by any law or regulation to make any deduction or withholding (on account of tax
or otherwise) from any payment for the account of any Finance Party, the Mortgagor shall,
together with such payment, pay such additional amount as will ensure that such Finance
Party receives (free and clear of any tax or other deductions or withholdings) the full
amount which it would have received if no such deduction or withholding had been required.
The Mortgagor shall promptly forward to the Offshore Security Agent copies of official
receipts or other evidence showing that the full amount of any such deduction or
withholding has been paid over to the relevant taxation or other authority.
	 
	10.	 	COSTS, CHARGES AND EXPENSES
	 
	 	 	Subject to clause 11.7 of the Facility Agreement, the Mortgagor shall from time to time
forthwith on demand pay to or reimburse each Finance Party for:




9









 












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






and, until payment of the same in full, all such costs, charges and expenses shall be
secured by this Deed.




	11.	 	INDEMNITY
	 
	11.1	 	General Indemnity. Subject to clause 11.7 of the Facility Agreement, the Mortgagor
shall indemnify each Finance Party against all losses, liabilities, damages, costs and
expenses incurred by it in the execution or performance of the terms and conditions hereof and
against all actions, proceedings, claims, demands, costs, charges and expenses which may be
incurred, sustained or arise in respect of the non-performance or non-observance of any of the
undertakings and agreements on the part of the Mortgagor herein contained or in respect of any
matter or thing done or omitted relating in any way whatsoever to the Shares.
	 
	11.2	 	Currency Indemnity. If an amount due to any Finance Party from the Mortgagor in one
currency (the “first currency”) is received by such Finance Party in another currency (the
“second currency”), the Mortgagor’s obligations to such Finance Party in respect of such
amount shall only be discharged to the extent that such Finance Party may purchase the first
currency with the second currency in accordance with normal banking procedures. If the
amount of the first currency which may be so purchased (after deducting any costs of exchange
and any other related costs) is less than the amount so due, the Mortgagor shall indemnify
such Finance Party against the




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		 	shortfall. This indemnity shall be an obligation of the Mortgagor independent of and in
addition to its other obligations under this Deed.
	 
	11.3	 	Payment and Security. The Offshore Security Agent may retain and pay out of any
money in the Offshore Security Agent’s hands all sums necessary to effect the indemnity
contained in this Clause and all sums payable by the Mortgagor under this Clause shall form
part of the monies hereby secured.
	 
	12.	 	FURTHER ASSURANCE
	 
	12.1	 	Further Assurance. The Mortgagor shall at any time and from time to time (whether
before or after the security hereby created shall have become enforceable) execute such
further legal or other mortgages, charges or assignments and do all such transfers,
assurances, acts and things as the Offshore Security Agent may reasonably require over or in
respect of the Shares to secure all monies, obligations and liabilities hereby covenanted to
be paid or hereby secured or for the purposes of perfecting and completing any assignment of
the Offshore Security Agent’s rights, benefits or obligations hereunder and the Mortgagor
shall also give all notices, orders and directions which the Offshore Security Agent may
reasonably require.
	 
	12.2	 	Agreement to Execute Further Documents. Without limiting the foregoing, the
Mortgagor agrees from time to time to execute and sign or to procure that the person for the
time being holding any of the Shares as the Mortgagor’s nominee executes and signs all
transfers, powers of attorney, proxies and other documents which the Offshore Security Agent
may reasonably require for perfecting the Offshore Security Agent’s title to any of the Shares
or for vesting or enabling it to vest the same in itself, its nominee or in any purchaser
including, without limitation, procuring to be duly passed such resolutions by the directors
of the Borrower and such resolutions by the Mortgagor or the person holding any of the Shares
as the Mortgagor’s nominee in an extraordinary general meeting of the Borrower as the Offshore
Security Agent shall reasonably require for the purposes of approving and passing for
registration any transfers of any of the Shares, altering the Borrower’s memorandum or
articles of association, removing any directors of the Borrower, appointing new directors of
the Borrower nominated by the Offshore Security Agent or for such other purposes as the
Offshore Security Agent shall from time to time reasonably require.
	 
	12.3	 	Enforcement of Offshore Security Agent’s Rights. The Mortgagor will do or permit to
be done everything which the Offshore Security Agent may from time to time require to be done
for the purpose of enforcing the Offshore Security Agent’s rights hereunder and will allow the
name of the Mortgagor to be used as and when required by the Offshore Security Agent for that
purpose.
	 
	13.	 	POWER OF ATTORNEY
	 
	 	 	The Mortgagor irrevocably appoints the Offshore Security Agent by way of security to be its
attorney (with full power of substitution) and in its name or otherwise on its behalf and
as its act and deed to sign, seal, execute, deliver, perfect and do all deeds,




11









 






	 	 	instruments, acts and things which may be reasonably required or which the Offshore
Security Agent shall reasonably think proper or expedient for carrying out any obligations
imposed on the Mortgagor hereunder or for exercising any of the powers hereby conferred or
for giving to the Offshore Security Agent the full benefit of this security and so that
the appointment hereby made shall operate to confer on the Offshore Security Agent
authority to do on behalf of the Mortgagor anything which it can lawfully do by an
attorney. The Mortgagor ratifies and confirms and agrees to ratify and confirm any deed,
instrument, act or thing which such attorney or substitute may execute or do.
	 
	14.	 	EVIDENCE OF DEBT
	 
	 	 	Any statement of account purporting to show an amount due from the Borrower under any
Finance Document to which it is a party or from the Mortgagor under this Deed and signed
as correct by a duly authorised officer of the Facility Agent shall, in the absence of
manifest error, be conclusive evidence of the amount so due.
	 
	15.	 	SUSPENSE ACCOUNT
	 
	15.1	 	Right to Credit Suspense Account. The Offshore Security Agent may place and keep any
monies received by virtue of this Deed (whether before or after the insolvency or liquidation
of the Mortgagor or the Borrower) to the credit of a suspense account for so long as the
Offshore Security Agent may think fit in order to preserve the rights of any Finance Party to
sue or prove for the whole amount of its claims against the Mortgagor or the Borrower or any
other person.
	 
	15.2	 	Subsequent Encumbrances. If any Finance Party receives notice of any breach of
Clauses 5(b) or 5(c), any Finance Party may open a new account for the Borrower. Whether or
not they do so they shall each be treated as if they had opened a new account at the time of
such breach (unless it or they give written notice to the contrary to the Mortgagor). As
from the time of such breach all payments made by or on behalf of the Borrower to or received
pursuant to this Deed by any Finance Party shall be credited or treated as having been
credited to the new account and shall not operate to reduce the amount due from the Borrower
or the Mortgagor to such Finance Party at the time of such breach.
	 
	16.	 	WAIVER AND SEVERABILITY
	 
	 	 	No failure or delay by the Offshore Security Agent in exercising any right, power or remedy
hereunder shall impair such right, power or remedy or operate as a waiver thereof, nor
shall any single or partial exercise of the same preclude any further exercise thereof or
the exercise of any other right, power or remedy. The rights, powers and remedies herein
provided are cumulative and do not exclude any other rights, powers and remedies provided
by law. If at any time any provision of this Deed is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, the legality, validity and
enforceability of such provision under the




12









 






	 	 	law of any other jurisdiction, and of the remaining provisions of this Deed, shall not be
affected or impaired thereby.
	 
	17.	 	MISCELLANEOUS
	 
	17.1	 	Continuing Obligations. The liabilities and obligations of the Mortgagor under this
Deed shall remain in force notwithstanding any act, omission, event or circumstance
whatsoever, until full, proper and valid payment of the Secured Indebtedness.
	 
	17.2	 	Protective Clauses. Without limiting Clause 17.1, neither the liability of the
Mortgagor nor the validity or enforceability of this Deed shall be prejudiced, affected or
discharged by:






	 	(a)	 	any other Finance Document, Encumbrance, guarantee or other security or right
or remedy being or becoming held by or available to any Finance Party or by any of the
same being or becoming wholly or partly void, voidable, unenforceable or impaired or by
any Finance Party at any time releasing, refraining from enforcing, varying or in any
other way dealing with any of the same or any power, right or remedy any Finance Party
may now or hereafter have from or against the Mortgagor or the Borrower or any other
person or the granting of any time or indulgence to the Mortgagor or the Borrower or
any other person;
	 
	 	(b)	 	any variation or modification of any Finance Document or any other document
referred to therein;
	 
	 	(c)	 	the invalidity or unenforceability of any obligation or liability of the
Borrower or the Mortgagor under any Finance Document to which it is a party;
	 
	 	(d)	 	the insolvency or liquidation or any incapacity, disability or limitation or
any change in the constitution or status of the Borrower or the Mortgagor;
	 
	 	(e)	 	any invalidity or irregularity in the execution of this Deed or any of the
other Finance Documents or any deficiency in the powers of the Mortgagor or the
Borrower to enter into or perform any of its obligations hereunder or under any of the
other Finance Documents to which it is a party or any irregularity in the exercise
thereof or any lack of authority by any person purporting to act on behalf of the
Mortgagor or the Borrower;
	 
	 	(f)	 	any waiver, exercise, omission to exercise, compromise, renewal or release of
any rights against the Mortgagor or the Borrower or any other person or any compromise,
arrangement or settlement with any of the same;
	 
	 	(g)	 	any act, omission, event or circumstance which would or may but for this
provision operate to prejudice, affect or discharge this Deed or the liability of the
Mortgagor or the Borrower hereunder.










13









 












	17.3	 	Unrestricted Right of Enforcement. This Deed may be enforced without the
Finance Parties first having recourse to any other security or rights or taking any other
steps or proceedings against the Borrower or the Mortgagor or any other person or may be
enforced for any balance due after resorting to any one or more other means of obtaining
payment or discharge of the monies, obligations and liabilities hereby secured.
	 
	17.4	 	Discharges and Releases. Notwithstanding any discharge, release or settlement from
time to time between any Finance Party and the Mortgagor, if any security, disposition or
payment granted or made to any Finance Party in respect of the Secured Indebtedness by the
Mortgagor or the Borrower or any other person is avoided or set aside or ordered to be
surrendered, paid away, refunded or reduced by virtue of any provision, law or enactment
relating to bankruptcy, insolvency, liquidation, winding- up, composition or arrangement for
the time being in force or for any other reason, the Offshore Security Agent shall be entitled
hereafter to enforce this Deed as if no such discharge, release or settlement had occurred.
	 
	17.5	 	Finance Parties’ Rights Several. The rights of the Finance Parties under this Deed
are several and accordingly:






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






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






	 	(a)	 	in respect of any amount received by any Finance Party arising from any legal
proceeding brought against the Mortgagor, the Borrower or any other person for
recovering any amount due and payable to such Finance Party under the Facility
Agreement and any Finance Document, such Finance Party is not obliged to share such
received amount with any other Finance Party who has




14









 






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






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






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






	17.9	 	Recovery of Costs. The parties to this Deed agree to and to be bound by the
provisions of clause 11.7 of the Facility Agreement and that such provisions shall be deemed
to be incorporated into this Deed as if they were set out in full in this Deed, mutatis
mutandis. Accordingly, to the extent that any Finance Party is entitled to make a demand for
payment against the Mortgagor in accordance with clause 11.7 of the Facility Agreement, the
Mortgagor shall upon such demand make the relevant payment accordingly.




15









 






	18.	 	ASSIGNMENT
	 
	18.1	 	The Mortgagor, The Mortgagor shall not assign any of its rights hereunder.
	 
	18.2	 	The Offshore Security Agent and Finance Parties. Any of the Offshore Security Agent
and the other Finance Parties may assign or grant participations in all or any part of their
rights under this Deed and make disclosures in accordance with the provisions of clause 22 of
the Facility Agreement but as if references therein to the Borrower were references to the
Mortgagor.
	 
	19.	 	NOTICES
	 
	19.1	 	Delivery. Each notice, demand or other communication to be given or made under this
Deed shall be in writing and delivered or sent to the relevant party at its address or fax
number set out below (or such other address or fax number as the addressee has by five (5)
days’ prior written notice specified to the other party):





	 	 	 	 	 
	To the Mortgagor:	 	MIE HOLDINGS CORPORATION

Room 402, Block C, Yuanda Center

Huizhong Road, Chaoyang, Beijing

PRC
	 
	 	 	 	 
	 

	 	Fax Number:
	 	(8610) 5123 8866
	 

	 	Attention:
	 	Mr. Zhang Rui Lin / Mr. Forrest
	 

	 	 	 	Dietrich / Mr. Allen Mak
	 
	 	 	 	 
	With a copy to:
	 	 	 	 
	 
	 	 	 	 
	 	 	MI Energy Corporation

Room 402, Block C, Yuanda Center

Huizhong Road, Chaoyang, Beijing

PRC
	 
	 	 	 	 
	 

	 	Fax Number:
	 	(8610) 5123 8866
	 

	 	Attention:
	 	Mr. Zhang Rui Lin / Mr. Forrest
	 

	 	 	 	Dietrich / Mr. Allen Mak
	 
	 	 	 	 
	To the Offshore Security Agent:	 	CITIC Ka Wah Bank Limited

9/F., Lippo Centre, Tower 1

89 Queensway

Central

Hong Kong
	 
	 	 	 	 
	


	 	Fax Number:
	 	(852) 3603 4398
	 

	 	Attention:
	 	Ms. Janice Sze / Ms. Windy Lau






16









 






	19.2	 	Deemed Delivery. Any notice, demand or other communication so addressed to
the relevant party shall be deemed to have been delivered (a) if given or made by letter,
when actually delivered to the relevant address and (b) if given or made by fax, when
despatched with electronic confirmation of complete and error-free transmission, Provided
that, if such day is not a working day in the place to which it is sent, such notice,
demand or other communication shall be deemed delivered on the next following working day
at such place.
	 
	20.	 	GOVERNING LAW AND JURISDICTION
	 
	20.1	 	Law. This Deed and the rights and obligations of the parties hereunder shall be
governed by and construed in accordance with the laws of Hong Kong.
	 
	20.2	 	Jurisdiction. The Mortgagor agrees that any legal action or proceeding arising out of
or relating to this Deed may be brought in the courts of Hong Kong and irrevocably submits to
the non-exclusive jurisdiction of such courts.
	 
	20.3	 	Process Agent. The Mortgagor hereby appoints Law Debenture Services (H.K.) Limited
(the “Process Agent”) to be its agent to accept on behalf of the Mortgagor service of process
issued by the Offshore Security Agent in relation to this Deed. In the event of any action
being commenced in relation to this Deed, the Mortgagor agrees that the process by which such
action is commenced shall be sufficiently served on the Mortgagor, and shall be deemed to have
been so served, if addressed to the Process Agent and left at or sent by post to the following
address:
	 
	 	 	     Room 3105, Alexandra House, 18 Chater Road, Central, Hong Kong
	 
		 	or to the registered office for the time being of the Process Agent. Notice of any change
of Process Agent and/or its address for service in Hong Kong may be given to the Offshore
Security Agent in writing by the Mortgagor, in which case the new details of the new
Process Agent and/or address will only apply with effect from the fifteenth (15th) day
after receipt of such notice by the Offshore Security Agent. If service of process on the
Process Agent is impracticable because the address for service has ceased to exist or
otherwise, the Mortgagor agrees that, so long as the Offshore Security Agent has arranged
for the relevant documents to be couriered to the Mortgagor’s address as set out in Clause
19.1 (whether or not the Mortgagor has received such documents), the process shall be
sufficiently served by inserting an advertisement of such process in an issue of a daily
newspaper in Hong Kong, whereupon service shall be deemed to have been effected on the day
of publication of such advertisement.
	 
	20.4	 	No Limitation on Right of Action. Nothing herein shall limit the right of the Finance
Parties to commence any legal action against the Mortgagor and/or its property in any other
jurisdiction or to serve process in any manner permitted by law, and the taking of proceedings
in any jurisdiction shall not preclude the taking of proceedings in any other jurisdiction
whether concurrently or not.






17











 






	20.5	 	Waiver; Final Judgment Conclusive. The Mortgagor irrevocably and
unconditionally
waives any objection which it may now or hereafter have to the choice of Hong Kong
as the venue of any legal action arising out of or relating to this Deed. The Mortgagor
also agrees that a final judgment against it in any such legal action shall be final and
conclusive and may be enforced in any other jurisdiction, and that a certified or
otherwise duly authenticated copy of the judgment shall be conclusive evidence of the
fact and amount of its indebtedness.
	 
	20.6	 	Waiver of Immunity. The Mortgagor irrevocably waives any immunity to which it or
its property may at any time be or become entitled, whether characterised as sovereign
immunity or otherwise, from any set-off or legal action in Hong Kong or elsewhere,
including immunity from service of process, immunity from jurisdiction of any court
or tribunal, and immunity of any of its property from attachment prior to judgment or
from execution of a judgment.
	 
	21.	 	LANGUAGE
	 
	 	 	This Deed shall be prepared and executed in both English and Chinese. In case of any
inconsistency between the English version and the Chinese version of this Deed, the English
version shall prevail.




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










18









 








Schedule 1




Particulars of Shares



	 	 	 	 	 	 	 	 	 
	Name of Registered	 	Description and	 	 	Share Certificate	 
	Shareholder	 	No. of Shares	 	 	Number	 
	 
	 	 	 	 	 	 	 	 
	MIE Holdings Corporation
	 	50,000 Ordinary Shares of US$ 1.00 each	 	Share Certificate No.
00014 representing 33,500 ordinary shares
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Share Certificate No. 00015
representing 8,000 ordinary shares
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Share Certificate No. 00016
representing 8,500 ordinary shares






19









 






Schedule 2




Form of Letter of Resignation




	 To: 	 	 The Board of Directors of

MI ENERGY CORPORATION (the “Company”)




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




Dated this     day of     20     




	 	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	 
	as a DEED by

	 	 	)	 	 	
	[name of relevant director]

	 	 	)	 	 	 
	in the presence of

	 	 	)	 	 	 
	Witness:
	 	 	 	 	 	 






20









 






[On
duplicate]



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




	 	 	 	 	 
	 	 	 
	  	 	 	 
	 	[name of relevant director] 	 	 
	 	 	 	 



21









 






	 	 	 	 	 



Schedule 3




Directors’ Resolutions



MI ENERGY CORPORATION




(the
“Company”)


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





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






22











 






	3.	 	Noted: that the instrument(s) of transfer (the Transfer(s)) executed by MIE Holdings
Corporation and                                                                                                     
transferring                      shares in the Company from MIE Holdings Corporation to
                                                                              
                            was/were
provided to the directors of the Company,
	 
	 	 	Resolved: that the share transfer(s) evidenced by the Transfer(s) be approved, that upon
presentation of the instrument(s) of transfer, the transferee(s) named therein be entered
in the register of the members of the Company in respect of the shares so transferred, that
new share certificate(s) in respect of such shares be sealed with the common seal of the
Company in accordance with the Articles of Association of the Company and issued to the
transferee(s) as appropriate.




Dated:




	 	 	 	 
	 


	 	 
	 
	Name: [

	] 	Name : [ 	] 
	Director

	 	Director	 
	 
	 	 	 
	 


	 	 
	 
	Name: [

	] 	Name: [	] 
	Director

	 	Director	 






23









 






Schedule 4

Form of Letter of Undertaking and Authorisation (Director)





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




Dear Sirs,



Share Mortgage dated [                    ] 2009 between MIE Holdings Corporation as mortgagor
and CITIC Ka Wah Bank Limited as Offshore Security Agent (as amended from time to time, the “Share
Charge”) in respect of, among other things, the shares in MI Energy Corporation (the “Company”)



I hereby unconditionally and irrevocably:





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






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




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



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



Dated:




	 	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 	 	 
	as a DEED by

	 	 	)	 	 	
	[name of relevant director]

	 	 	)	 	 	 
	in the presence of

	 	 	)	 	 	 
	Witness:
	 	 	 	 	 	 






24









 






Schedule 5




Form of Letter of Undertaking (Company)




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




Dear Sirs,



Share Mortgage dated [                    ] 2009 between MIE Holdings Corporation as mortgagor
and CITIC Ka Wah Bank Limited as Offshore Security Agent (as amended from time to time, the “Share
Charge”) in respect of, among other things, the shares in MI Energy Corporation (the “Company”)



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





	 	1.	 	the Company shall, upon and in accordance with the request of the Offshore Security
Agent, promptly and duly register all or any Shares in the name of the Offshore
Security Agent or (at the request of the Offshore Security Agent) any person(s) whom
the Offshore Security Agent may nominate;
	 
	 	2.	 	the Company shall not issue, or resolve or agree to issue, any shares to any person,
or
grant or resolve or agree to grant any option or other right to acquire shares to any
person; and
	 
	 	3.	 	the Company shall notify the Offshore Security Agent immediately should there be
any breach of the undertaking under paragraph 2 above.




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



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



Dated:




	 	 	 
	THE COMMON SEAL of
	 	)
	MI ENERGY CORPORATION
	 	)
	was affixed to this Deed
	 	)
	in the presence of
	 	)






25









 






Schedule 6




Appointment of Corporate Representative




			
	To :	 	MI ENERGY CORPORATION





Share Mortgage dated [                    ] 2009 between MIE Holdings Corporation (“Shareholder”) as mortgagor
and CITIC Ka Wah Bank Limited as Offshore Security Agent (as amended from time to time, the “Share
Charge”) in respect of, among other things, the shares in MI Energy Corporation (the “Company”)



Notice is hereby given that the Shareholder (with its registered office at c/o the offices of
Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman
Islands), being the sole shareholder of the Company and by resolution of its Board of Directors at
a duly and properly convened meeting, authorised any director or officer for the time being of
CITIC Ka Wah Bank Limited as Offshore Security Agent (as defined in the Share Mortgage, and such
expression shall include its successors, transferee and permitted assigns and any persons deriving
title under them) with an office at 9/F., Lippo Centre, Tower 1, 89 Queensway, Central, Hong Kong
to act as the representative of the Shareholder to, at any time that the security constituted by
the Share Charge is enforceable in accordance with its terms, attend, act and vote on behalf of
the Shareholder at any meeting of the shareholders of the Company (and at any adjournment thereof)
held at any time and to sign any resolutions in writing.




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


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



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



Dated :                           , 2009




	 	 	 	 	 	 	 	 
	SIGNED by                      as a

	 	 	)	 	 	 
	Deed and SEALED and DELIVERED

	 	 	)	 	 	 
	as a Deed by

	 	 	)	 	 	 
	MIE HOLDINGS CORPORATION

	 	 	)	 	 	 
	in his presence

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 

	 

	 	 	)	 	 	Signatory
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 

	 

	 	 	)	 	 	Witness






26









 






	 	 	 	 	 	 	 	 	 
	SIGNED
by Zhang Ruilin as a

	 	 	)	 	 	 	 	 
	Deed and SEALED and DELIVERED

	 	 	)	 	 	 	 	 
	as a Deed by

	 	 	)	 	 	 	 	 
	MIE HOLDINGS CORPORATION

	 	 	)	 	 	 	 	 
	in his presence

	 	 	)	 	 	 	 	 
	  	 	 	)	 	 	 	 	 
	  	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Zhang Ruilin	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Signatory	 	 
	 

	 	 	)	 	 	/s/ Adrian Lawrence	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Witness	 	 





THE OFFSHORE SECURITY AGENT




	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	CITIC KA WAH BANK LIMITED

	 	 	)	 	 	/s/ Sunny Ng /s/ Stephen Ching
	by Sunny Ng, Stephen Ching

	 	 	)	 	 	 








27