EX-10.30






Exhibit 10.30






 









 








Dated This 30th day of October 2009




By and Among




TPG Star Energy Ltd.,



FAR East Energy Limited



MIE Holdings Corporation



and



MI Energy Corporation



 






SECOND AMENDMENT TO




SERIES A PREFERRED SHARES SUBSCRIPTION AND PUT OPTION AGREEMENT

relating to

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

of

MIE HOLDINGS CORPORATION



 





 









 




THIS SECOND AMENDMENT TO SERIES A PREFERRED SHARES SUBSCRIPTION AND PUT OPTION AGREEMENT (this
“Second Amendment”) is made on the 30th day of October 2009 by and among:





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




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



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



WHEREAS, the Parties amended the Original Agreement by amendment dated July 9, 2009; and



WHEREAS, TPG, FEEL, the Company and MIE now wish to further amend the Original Agreement on the
terms and subject to conditions set forth herein.



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





	1.	 	DEFINITIONS AND INTERPRETATION




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





	2.	 	AMENDMENTS TO ORIGINAL AGREEMENT




With effect from the date of execution of this Second Amendment, the Original Agreement shall be
amended as set out below:





	2.1	 	The definition of “Escrow Shares” in Clause 1.1 shall be deleted in its entirety.
	 
	2.2	 	The definition of “IPO Return Deficiency” in Clause 1.1 shall be deleted in its
entirety.
	 
	2.3	 	The definition of “Per Share IPO Price” in Clause 1.1 shall be deleted in its entirety.




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	2.4	 	The words “Earlier Put Option Trigger Event” in the definition of “Put Option
Period” in Clause 1.1 shall be deleted in their entirety and replaced by the words “Early
Put Option Trigger Event”.
	 
	2.5	 	The definition of “TPG Anticipated IPO Return” in Clause 1.1 shall be deleted in its
entirety.
	 
	2.6	 	The definition of “Unpaid IPO Return Deficiency Amount” in Clause 1.1 shall be deleted
in its entirety.
	 
	2.7	 	The words “relevant Warranty Expiration Date” in Clause 6.3(a) shall be deleted in their
entirety and replaced by the words “General Warranty Expiration Date”.
	 
	2.8	 	The words “the Investors” in Clause 6.4(a) shall be deleted in their entirety and replaced by
the word “TPG”.
	 
	2.9	 	Clause 8.2 (Initial Public Offering) shall be deleted in its entirety and replaced by
“[Intentionally left blank.]”.
	 
	2.10	 	Except as specifically amended hereby, the Original Agreement shall remain in full force and
effect and nothing herein shall alter, reduce or otherwise modify the obligations of any Party
under the Original Agreement.
	 
	3.	 	GOVERNING LAW




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





	4.	 	COUNTERPARTS




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




[Signature page follows]





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




	 	 	 	 	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	/s/ Clive D. Bode
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



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	FAR EAST ENERGY LIMITED

 	 	 
	By:  	/s/ Zhao JiangWei
 	 	 
	 	Name:  	Zhao JiangWei  	 	 
	 	Title:  	Director 	 	 
	 
	MIE HOLDINGS CORPORATION

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

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




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