Unassociated Document


     

    


    


    ASIA
SPECIAL SITUATION ACQUISITION CORP.

    (Purchaser)

    


    AND

    


    WHITE
ENERGY COMPANY LIMITED

    ACN
071 527 083

    (White
Energy)

     

    


    
      
        

      

    

    
      MERGER
IMPLEMENTATION AGREEMENT

       

      DATED:
AUGUST 17, 2009

      
        
 

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      THIS AGREEMENT is made and
entered into this 17th day of
August 2009

       

      
        	
                BETWEEN

              


      

      


      ASIA SPECIAL SITUATION ACQUISITION
CORP., a Cayman Islands exempted company (the “Purchaser”), having its
registered office at PO Box 309GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands;

       

      and

       

      WHITE ENERGY COMPANY LIMITED
(ACN 071 527 083), an Australian
corporation (“White Energy”), having an
office at Level 11, 213 Miller Street, North Sydney, New South
Wales.

       

      
        	
                RECITALS

              


      

      


      
        	
                A.

              	
                White
      Energy is a company listed on the Australian Securities Exchange (ASX).

              


      

       

      
        	
                B.

              	
                The
      Purchaser is a company listed on NYSE Alternext, and is a special purpose
      acquisition corporation (SPAC) formed for the
      purpose of consummating an acquisition or related business combination
      with an entity doing business in
Asia.

              


      

       

      
        	
                C.

              	
                The
      Purchaser has agreed to acquire all of the White Energy Shares by means of
      the White Energy Shares Scheme (as defined
  herein).

              


      

       

      
        	
                D.

              	
                The
      Purchaser and White Energy have agreed in good faith to work to implement
      the Schemes and the Convertible Notes Offers upon and subject to the terms
      and conditions of this Agreement.

              


      

       

      NOW THEREFORE, in
consideration of the mutual covenants and agreements contained herein, the
Parties hereto intending to be bound thereby, it is mutually agreed as
follows:

      
        	 
      


      

      
        1.             DEFINITIONS
AND INTERPRETATION

        


      

      
        	
                1.1

              	
                Definitions

              


      

       

      In
addition to the other terms defined in this Agreement, the following capitalized
terms shall have the meaning and shall be defined as set forth
below:

       

      $ or Dollars shall mean the
currency of the United States, expressed in U.S. dollars.

       

      Acquisition means the
acquisition of all of the White Energy Shares by the Purchaser (and/or its
Nominee) through implementation of the White Energy Shares Scheme.

       

      Adaro/Itochu Joint Venture Agreements
means the collective reference to:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Heads of Agreement, dated 2 March 2006 between BCBC and Itochu
      Corporation;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Joint Venture Deed, dated 19 January 2007 among BCBC, Itochu Corporation
      and PT Alam Tri Abadi to form and operate the Adaro/Itochu Joint Venture
      Companies (the Adaro JV
      Deed);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                various
      other agreements among BCBC and other parties that are described in the
      Adaro JV Deed, including a tolling joint venture deed, coal supply
      agreement, a tolling agreement, a management agreement, an EPC agreement,
      an operational and maintenance agreement, a technology consulting
      agreement, a sub-license agreement, an upgraded coal sale agreement, and a
      product marketing agreement, all of which as at the Execution Date, are in
      draft form;

              


      

       

      


      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      Adaro/Itochu Joint Venture Companies
means the corporations or other entities to be incorporated or formed
under the Adaro/Itochu Joint Venture Agreements to establish, own and operate
Coal Upgrading Plants in Indonesia utilising the Technology.

       

      Additional Purchaser Securities
means any ordinary shares, notes, debentures or other securities of the
Purchaser that are or may be issued and sold by the Purchaser between the
Execution Date of this Agreement and the Merger Implementation Date; in each
case, upon such terms and conditions as shall be acceptable to the Purchaser and
not in violation of this Agreement.

       

      Additional White Energy Securities
means any White Energy Shares, notes, debentures or other securities of
White Energy that are issued by White Energy between the Execution Date of this
Agreement and the Second Court Date; in each case, upon such terms and
conditions as shall be acceptable to White Energy and not in violation of any
other provision of this Agreement.

       

      Adjusted Funds means, as at
the Effective Date, the Purchaser’s Funds, less the
sum of:

       

      
        	
                 
      

              	
                (a)

              	
                amounts
      payable on or after consummation of the Schemes to shareholders of the
      Purchaser who have properly exercised their redemption rights with respect
      to the Purchaser Shares held by them in accordance with the instructions
      set forth in the Purchaser Proxy
Statement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      amount of all other liabilities (contingent or otherwise) of the
      Purchaser, including, but not limited to, the amounts referred to in Schedule A of
      Exhibit
      2, indebtedness, and other expenses of Purchaser, including legal
      and accounting fees, printing fees, and fees relating to due diligence,
      identification and research of prospective target businesses and other
      third party expenses.

              


      

       

      Affiliates shall have the
meaning as is defined in Rule 405 promulgated under the Securities
Act.

       

      Agreement means the agreement
constituted by this document and includes the Exhibits and Schedules hereto and
the Recitals hereof.

       

      ASIC means the Australian
Securities and Investments Commission.

       

      Associates means an
'associate' as that expression is defined in sections 11 and 15 of the
Corporations Act and an 'associated entity' as defined in section 50AAA of the
Corporations Act.

       

      ASX means ASX Limited and the
Australian Securities Exchange, as the context requires.

       

      AUS GAAP means generally
accepted accounting and auditing principles in Australia in effect as at the
Execution Date of this Agreement.

       

      Australian Dollars or AUS $
means dollars expressed in the currency of the continent of
Australia.

       

      Authorisation means any
permit, approval, authorisation, consent, exemption, filing, licence,
notarisation, registration or waiver however described and any renewal or
variation to any of them.

       

      Authorised Share Increase
means the increase in the number of the Purchaser’s authorised Purchaser
Shares as further described in paragraph (c) of the definition of Purchaser
Shareholder Approvals.

       

      


      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      Bayan Joint Venture Agreements means the collective reference to the Coal Briquette
Joint Venture Deed between BCBC Singapore and PT
Bayan Resources, dated 12 September 2006, and the various other agreements
relating to the joint venture between BCBC Singapore and PT
Bayan International Pte Ltd. and PT Bayan Resources, as the case may be, all of
which are reflected or set forth on the White Energy
Disclosure Schedule as may be amended from
time to time.

       

      Bayan Joint Venture
Companies means PT Kaltim Supacoal, a company
formed under the laws of Indonesia, PT Kaltim Supacoal Singapore Pte. Ltd., a
company formed under the laws of Singapore, and such other joint venture companies to be organized
by the parties under the Bayan Joint Venture Agreements to establish, own and
operate Coal Upgrading Facilities in Indonesia utilizing the
Technology.

       

      BCBC means Binderless Coal
Briquetting Company Pty Limited (ABN 111 821 044) an Australian
corporation.

       

      Buckskin Agreement means the
sub-lease and services agreement, dated 24 December 2008 and the coal supply
agreement dated 24 December 2008 among White Energy Coal North America, Inc.,
one of the Subsidiary Corporations (WECNA), with Buckskin Mining
Company (an indirect wholly-owned Subsidiary of Kiewit
Corporation).

       

      Business means, as the context
requires (a) as to White Energy, the Commercialisation of the Technology
throughout the world, and (b) as to the Purchaser, the seeking of a business
combination, in each case as at the Execution Date and the Second Court
Date.

       

      Business Day means a day that
is not a Saturday, Sunday or public holiday in New South Wales or the United
States.

       

      Change in Control means any
transaction whereby Persons (other than the Purchaser) who are not Affiliates or
Associates of White Energy would be in a position to elect a majority of the
members of the board(s) of directors of White Energy.

       

      Claim means in relation to any
Person, a claim, action or proceeding, judgment, damage, loss, cost, expense or
liability incurred by or to or made or recovered by or against the Person,
however arising and whether present, unascertained, immediate, future or
contingent.

       

      Coal Upgrading Facility means
a coal upgrading plant or facility owned, designed, operated, managed or in
which White Energy otherwise has an interest, which utilises the
Technology.

       

      Commercialise the Technology or
Commercialisation of the Technology means, as applicable and as the
context requires, the exclusive right anywhere in the world to (a) develop,
design, construct, operate and manage Coal Upgrading Facilities and market and
sell Upgraded Coal, (b) use and exploit the Technology and Intellectual Property
Rights, and (c) license or sub-license the Technology.

       

      Conditional Subscription
Agreement means the subscription agreement between White Energy and
Peabody dated on or about 14 May 2009.

       

      Conditions means the
conditions precedent set out in Section 3.1 of this
Agreement.

       

      Confidential Information means
any trade secrets, lists of information pertaining to clients of White Energy or
suppliers, specifications, drawings, inventions, ideas, records, reports,
software, patents, designs, copyright material, secret processes or other
information, whether in writing or otherwise, relating to White Energy or any of
its Subsidiary Corporations.

       

      Consideration Shares means an
aggregate number of fully paid authorized and previously unissued Purchaser
Shares to be issued to White Energy Shares Scheme Participants as White Energy
Shares Scheme Consideration pursuant to the White Energy Shares
Scheme.

       

      


      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

      


      Convertible Notes Offers means
the offers to be made by the Purchaser for the White Energy Convertible Notes
substantially on the terms set out in Section 4.5.

       

      Corporations Act means the
Australian Corporations Act 2001 (Cth).

       

      Counsel for Purchaser means
Hodgson Russ LLP, New York, New York.

       

      Counsel for White Energy means
Steinepreis Paganin, Perth, Australia.

       

      Court means the Supreme Court
of New South Wales, the Federal
Court of Australia or such other Court as the parties agree.

       

      Court Convened Meetings means
the meeting(s) ordered to be convened by the Court pursuant to each of the
Schemes.

       

      Deed Poll means the White
Energy Shares Scheme Deed Poll and the Options Scheme Deed Poll.

       

      
        	
                 
      

              	
                Dilutive Issuance means
      the issuance or sale of any Additional White Energy Securities between the
      Execution Date and the Second Court Date that consist
  of:

              


      

       

      
        	
              	
                

                  (a)    
      White Energy Shares that are issued or sold at a per share
      price that is less
      than US$2.50, or

                

              


      

       

      
        	
              	
                

                  (b)    
      any other White Energy Shares that are issuable at any time upon the
      conversion of any Additional White Energy Securities into White Energy
      Shares or exercise for White Energy Shares, at a per share conversion
      price or exercise price that is less
      than US$2.50;

                

              


      

       

      
        	
                 
      

              	
                provided,
      however, that White Energy Shares issuable upon exercise of White
      Energy Convertible Notes, White Energy Options or any other White Energy
      securities issued prior to the Effective Date of this Agreement will not
      constitute a Dilutive Issuance.

              


      

       

      Disclosure Schedule
means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      respect of the Purchaser – the written material disclosed on a Disclosure
      Schedule (the Purchaser
      Disclosure Schedule) to be delivered by the Purchaser to White
      Energy pertaining to the business, operations and financial condition of
      the Purchaser;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      respect of White Energy – the written material disclosed on a Disclosure
      Schedule (the White
      Energy Disclosure Schedule) to be delivered by White Energy to the
      Purchaser in respect of the business, operations and financial condition
      of White Energy, which shall be deemed to include all information
      contained on the White Energy website, the White Energy online data room
      and information disclosed in writing to the
ASX.

              


      

       

      Effective when used in
relation to each of the Schemes, means the coming into effect, pursuant to
sub-section 411(10) of the Corporations Act, of the order of the Court made
under sub-section 411(4)(b) of the Corporations Act, but in any event at no time
before an office copy of the order of the Court is lodged with the
ASIC.

       

      Effective Date means the date
on which all of the Schemes shall become Effective.

       

      Encumbrance means any
encumbrance, mortgage, pledge, charge, lien, assignment, hypothecation, security
interest, title retention, preferential right or trust arrangement and any other
security or agreement of any kind given or created and including any possessory
lien in the ordinary course of business whether arising by operation of law or
by contract.

       

      End Date means 5:00 p.m.
(AEST) on December 31, 2009.

       

      


      
        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

      


      Event of Insolvency
means:

       

      
        	
                 
      

              	
                (a)

              	
                a
      receiver, manager, receiver and manager, trustee, administrator,
      controller or similar officer
      is appointed in respect of a Party or any asset of a
      Party;

              	
              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      liquidator or provisional liquidator is appointed in respect of a
      Party;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      application, that is not withdrawn or dismissed within twenty (20)
      Business Days, which is made to a court for an order, or an order of a
      court is made, for the purposes of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                appointing
      a Person referred to in paragraphs (a) or
(b);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                winding
      up a Party; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                proposing
      or implementing a creditors scheme of
  arrangement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      event or conduct occurs which would enable a court to grant a petition, or
      an order is made, for the bankruptcy of a Party or its estate under any
      Insolvency Provision;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                a
      moratorium of any debts of a Party, or an official assignment, or a
      composition, or an arrangement (formal or informal) with a Party’s
      creditors, or any similar proceeding or arrangement by which the assets of
      a Person are subjected conditionally or unconditionally to the control of
      that Person’s creditors or a trustee, is ordered, declared, or agreed to,
      or is applied for and the application is not withdrawn or dismissed within
      twenty (20) Business Days;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                a
      Party becomes, or admits in writing that it is, is declared to be, or is
      deemed under any applicable law to be, insolvent or unable to pay its
      debts; or

              


      

       

      
        	
                 
      

              	
                (g)

              	
                any
      writ of execution, garnishee order, mareva injunction or similar order,
      attachment, distress or other process is made, levied or issued against or
      in relation to any asset of a
Party.

              


      

       

      Exchange Rate means the rate
of exchange between one Australian dollars and United States dollars, which as
at the Execution Date is one Australian dollar equals 0.823 US
dollar.

       

      Execution Date means the date
of execution of this Agreement by all of the Parties.

       

      Existing Purchaser
Shareholders means those Persons holding 100% of the issued and
outstanding Purchaser Shares immediately prior to the Second Court
Date.

       

      Expert means Grant Thornton
Corporate Finance Pty Limited of Level 17, 383 Kent Street, Sydney, NSW,
2000.

       

      Head Licences means the
licence agreements reflected or set forth on the White Energy Disclosure
Schedule, including the License Agreement, pursuant to which White Energy, WET
or BCBC, as the context requires, has obtained or may obtain the exclusive right
to use, but not the ownership of, any of the Intellectual Property Rights
referred to in paragraphs (a) to (d) inclusive of the definition of that term,
that are necessary for White Energy to carry on the Business.

       

      Independent Expert’s Report
means the report to be prepared by the Expert for inclusion in the Scheme
Booklet that shall set forth, whether in the opinion of the Expert any or all of
the White Energy Shares Scheme and the Options Scheme is in the best interests
of the relevant Scheme Participants.

       

      Insider Warrants shall mean
the warrants to purchase an aggregate of 5,725,000 Purchaser Shares which (a)
have an exercise price of $7.50 per Purchase Share, and (b) contain “cashless
exercise” provisions.

       

      


      
        
          
             


          

          
            6

            
              

            

          

          
             


          

        

      

      


      Insiders Shares means the
existing 2,500,000 Purchaser Shares issued to certain Persons prior to the
Purchaser’s initial public offering as set forth in the Purchaser’s
Prospectus.

       

      Insolvency Provision means any
law relating to insolvency, sequestration, liquidation or bankruptcy (including
any law relating to the avoidance of conveyances in fraud of creditors or of
preferences, and any law under which a liquidator or trustee in bankruptcy may
satisfy or avoid transactions), and any provision of any agreement, arrangement
or scheme, formal or informal, relating to the administration of any of the
assets of any Party.

       

      Intellectual Property Rights
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      business names, copyrights or tradenames owned or used by White Energy
      and/or the Subsidiary Corporations or the Purchaser, as the context
      requires;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Confidential Information owned or used at any time by White Energy and/or
      the Subsidiary Corporations or the Purchaser, as the context
      requires;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Patents, Patent applications, Patent rights, inventions, registered
      designs, unregistered designs, know-how, trade secrets, Trademarks,
      Trademark applications, service marks, service names, trade names and all
      other similar rights owned or used by White Energy and/or the Subsidiary
      Corporations or the Purchaser, as the context requires;
  and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Head Licences.

              


      

       

      Licence Agreement means the
licence agreement between BCBC, Commonwealth Scientific and Industrial Research
Organisation, The Griffin Coal Mining Company Limited, Tra-Det Inc and KR
Komarek Inc. dated 17 January 2006, as may be amended from time to
time.

       

      Material Adverse Effect shall
mean any event or condition which has or could reasonably be expected to have a
material adverse effect upon (a) the business, assets, properties, financial
condition, business prospects or value of the ordinary or common shares, of
either White Energy and the Subsidiary Corporations (when taken as a
consolidated group) or the Purchaser, as applicable, or (b) the ability of the
Parties to consummate the Schemes and/or other transactions contemplated by this
Agreement, other than any exogenous events.

       

      Material Contracts means all contracts and agreements which as at the
Execution Date and the Second Court Date are material to the Commercialisation
of the Technology throughout the world to
which White Energy and any one or more of the Subsidiary Corporations are a
party, and shall include, without
limitation, the Adaro/Itochu Joint Venture Agreements, the Bayan Joint Venture
Agreements, the Buckskin Agreement and those other contracts reflected or
listed on the White Energy Disclosure Schedule.

       

      Material Purchaser Liabilities
means the collective reference to: (a) the indebtedness, liabilities or
obligations of Purchaser (contingent or otherwise) set forth on Schedule A to Exhibit
2 to this Agreement; and (b) any other liability (contingent or
otherwise) incurred or reasonably expected to be incurred by the Purchaser on or
before the Second Court Date which individually or when taken together exceed
$250,000 in the aggregate (other than expenses incurred and to be incurred by
Purchaser for the purposes of implementing the Schemes contemplated by this
Agreement).

       

      Merger Implementation Date
means on or before that date which is 5 Business Days after the Record
Date (or such other date as agreed between the parties).

       

      Minimum Amount has the meaning
given to that term in Section 3.1(d) of this
Agreement.

       

      


      
        
          
             


          

          
            7

            
              

            

          

          
             


          

        

      

      


      Name Change means the change
of the Purchaser’s name as described in paragraph (d) of the definition of
Purchaser Shareholder Approvals.

       

      Nominee means a wholly owned
Subsidiary company of the Purchaser, and agreed to by White Energy, to acquire
the White Energy Shares.

       

      NYSE means the New York Stock
Exchange.

       

      Officer, in relation to a
corporation, has the same meaning given to that term in Section 9 of the
Corporations Act.

       

      Opinion of Counsel means the
separate legal opinions of (a) Counsel for White Energy, and (b) Counsel for the
Purchaser, in each case to be delivered on or before the Effective Date, and in
form and content as shall be reasonably satisfactory to White Energy and the
Purchaser.

       

      Options Scheme means the
scheme or schemes (as appropriate) of arrangement proposed to be entered into
between White Energy and Options Scheme Participants, as described in Section
4.1 of this Agreement, under Part 5.1 of the Corporations Act.

       

      Options Scheme Consideration
means the consideration the Purchaser is required to provide to Options
Scheme Participants under Section 4.2(b) of this
Agreement.

       

      Options Scheme Deed Poll means
the deed poll/s described in Section 9.2(b)(ii).

       

      Options Scheme Participant
means a holder of White Energy Options registered in the Register on the Record
Date.

       

      Other Warrants has the meaning
given to that term in Section 1(d) of Exhibit
2.

       

      Party means White Energy and
the Purchaser who are the parties to this Agreement and Parties has a corresponding
meaning.

       

      Patent Document means
PCT/AU2004/000158 filed on 11 February 2004, with a priority date of 11 February
2003, titled “Briquetting
Process”.

       

      (A)          Patents shall mean (i) letters
patent issued in any country, all registrations and recordings thereof and all
applications for letters patent of any country, including, without limitation,
registrations, recordings and applications in any Patent or Trademark office or
agency of any country; (ii) reissues, divisions, continuations, renewals,
continuations in part or extensions thereof; (iii) petty patents, divisionals
and patents of addition; (iv) patents to issue in any such applications; (v)
income, royalties, damages, claims and payments now and hereafter due and/or
payable with respect to patents, including, without limitation, damages, claims
and recoveries for past, present or future infringement; and (vi) rights to sue
for past, present and future infringements of any patent.

       

      Peabody means Peabody
Investment Corp.

       

      Percentage Interest shall have
the meaning set forth in Section 4.3(a)(iii) of
this Agreement.

       

      Person shall mean any
individual, corporation, partnership, limited liability company, institution or
other entity.

       

      


      
        
          
             


          

          
            8

            
              

            

          

          
             


          

        

      

      


      Prohibited Occurrence means
any of the following actions or events affecting White Energy or the Subsidiary
Corporations or the Purchaser, as the context requires and except as otherwise
contemplated or permitted by this Agreement:

       

      (a)         splitting
or converting all or any of its shares into a larger or smaller number of
shares;

       

      (b)         resolving
to reduce its share capital in any way;

       

      
        	
                 
      

              	
                (c)

              	
                except
      as contemplated by clause (f) below, entering into a buy back agreement
      for its outstanding Purchaser Shares or White Energy
    Shares;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                except
      as contemplated by clause (f) below, resolving to approve the terms of a
      buy back agreement;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                making
      an allotment of, or granting an option to subscribe for, any of its shares
      or agreeing to make such an allotment or grant such an option, other than
      in respect of the issue of up to a maximum of 250,000 options to employees
      of White Energy or the Subsidiary Corporations in the ordinary course of
      business at an exercise price of not less than
  A$3.50;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                except
      as otherwise permitted by Section 11.2(f)
      hereof, the Purchaser issuing, or agreeing to issue any Additional
      Purchaser Securities;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                disposing,
      or agreeing to dispose, of the whole, or a substantial part, of its
      Business or property;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                breaching
      in any material respect any of its obligations under, in the case of White
      Energy, any Material Contract or Material License, or in the case of the
      Purchaser, any material contract, and such breach having not been
      rectified after appropriate notice of the breach has been provided to the
      relevant party under the relevant contract or the breach is not capable of
      rectification;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                encumbering,
      or agreeing to encumber, the whole, or a substantial part, of its Business
      or property;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                resolving
      that it be wound up;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                appointing
      an administrator or provisional
liquidator;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                being
      the subject of a winding up order by a
court;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                executing
      a deed of company arrangement; or

              


      

       

      
        	
                 
      

              	
                (n)

              	
                having
      a receiver, or a receiver and manager appointed, in relation to the whole,
      or a substantial part, of its
property.

              


      

       

      Public
Warrants  means the 11,500,000 issued and outstanding warrants
of the Purchaser as at the date of this Agreement and the Second Court Date
issued to the public under the Purchaser Prospectus, and entitling the holders
to purchase for cash up to an aggregate of 11,500,000 Purchaser Shares at an
exercise price of USD $7.50 per share.

       

      Purchaser’s Balance Sheet
means the balance sheet of Purchaser included in the financial statements of
Purchaser included in Purchaser’s Annual Report on Form 20-F for the year ended
December 31, 2008 (the Balance
Sheet Date) filed on April 1, 2009.

       

      Purchaser Board means the
board of directors of the Purchaser.

       

      


      
        
          
             


          

          
            9

            
              

            

          

          
             


          

        

      

      


      Purchaser Convertible Notes
means the convertible notes of the Purchaser issued to holders of the White
Energy Convertible Notes upon consummation of the Convertible Notes
Offer.

       

      Purchaser’s Funds means the
sum
of the aggregate amount of cash made available at the Effective Date to the
Purchaser and White Energy that (i) is not subject to any encumbrances or claims
by any other Person whatsoever, and (ii) is derived from any one or more of the
following sources:

       

      
        	
                 
      

              	
                (a)

              	
                the
      aggregate amount of cash in the Purchaser’s trust account on the Effective
      Date that is directly attributable to the Purchaser; plus

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      aggregate amount of any additional cash made available to the Purchaser as
      a result of the sale and issuance by the Purchaser of any Additional
      Purchaser Securities between the Execution Date of this Agreement and the
      Effective Date.

              	 


      

       

      Purchaser Information means
such information regarding the Purchaser provided by the Purchaser to White
Energy to enable the application for the Regulatory Approvals and the Scheme
Booklet to be prepared and completed.

       

      Purchaser’s Investment Bankers
means the collective reference to Canaccord Adams Capital LLC, Roth Capital
Partners, LLC or their Affiliates and associates.

       

      Purchaser Options means the
options to purchase fully paid Purchaser Shares issued to holders of the White
Energy Options upon consummation of the Options Scheme, on the terms set out in
Section 4.3(c) (which for the avoidance of doubt,
will allow the holder of the Purchaser Option to exercise the Purchaser Option
in either Australian dollars or US dollars in accordance with Section 4.3(c)(ii) and which shall have the same expiry date
as the current White Energy Options which the relevant Purchaser Options shall
replace).

       

      Purchaser’s Organizational Documents
means the amended and restated memorandum and articles of association or
other organizational documents of the Purchaser as then currently in
effect.

       

      Purchaser Outstanding Shares
means the aggregate number of Purchaser Shares that are issued and outstanding
on the Effective Date and which are not subject to any unprocessed redemption
claims or the like plus:

       

      
        	
                 
      

              	
                (o)

              	
                any
      Purchaser Shares that are to be issued after the Effective Date but on or
      before the Merger Implementation Date;
and

              


      

       

      
        	
                 
      

              	
                (p)

              	
                any
      Purchaser Shares that the Purchaser has agreed to issue or may be required
      to issue after the Effective Date as a result of the exercise or
      conversion of any warrants, options and/or convertible
      securities;

              


      

       

      but
excluding:

       

      
        	
                 
      

              	
                (q)

              	
                the
      Consideration Shares; and

              


      

       

      
        	
                 
      

              	
                (r)

              	
                any
      Purchaser Shares that the Purchaser may be required to
    issue:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                upon
      the exercise of the Purchaser
Options;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                upon
      the exercise of the Purchaser Convertible
Notes;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                upon
      the exercise of the Insider Warrants and the Public Warrants;
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                to Peabody in accordance with the
      arrangement set out in clause 4.6.

              


      

       

      


      
        
          
             


          

          
            10

            
              

            

          

          
             


          

        

      

      


      Purchaser’s Prospectus means
the prospectus, dated January 16, 2008 of the Purchaser as declared effective by
the SEC.

       

      Purchaser Proxy Statement
means the proxy and disclosure statement or such other form, statement or
report that is sent by the Purchaser to the Record Purchaser Shareholders in
advance of the Purchaser Shareholders Meeting to be held by Purchaser to obtain
Purchaser Shareholder Approvals.

       

      Purchaser Shareholder
Approvals means, collectively:

       

      
        	
                 
      

              	
                (a)

              	
                the
      affirmative vote of the holders of a majority of the publicly traded
      Purchaser Shares voting in person or by proxy at the Purchaser
      Shareholders Meeting in favour of this Agreement and the Schemes and
      shareholders holding Purchaser Shares issued prior to the consummation of
      Purchaser’s initial public offering shall have voted their Purchaser
      Shares in the same manner as the requisite majority of the Purchaser’s
      Shares issued in Purchaser’s initial public offering, in accordance with,
      and as required by, that certain Letter Agreement dated January 16, 2008,
      delivered by Insiders (as such term is used in the Purchaser’s Prospectus)
      of the Purchaser to Maxim Group LLC and the
  Purchaser,

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      affirmative vote of Purchaser's shareholders disclosed in the Purchaser
      Proxy Statement as necessary under the Purchaser’s Organizational
      Documents and applicable law to satisfy the provisions of Section 6.1 of this Agreement (the directors to be
      appointed pursuant to Section 6.1, the Post-Closing Purchaser
      Directors),

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      affirmative vote of Purchaser's shareholders disclosed in the Purchaser
      Proxy Statement as necessary to amend Purchaser's Organizational
      Documents:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                to
      increase the number of authorized Purchaser Shares to a number reasonably
      requested by White Energy and expected to be greater than the sum of the
      number of (i) Purchaser Shares issued and outstanding immediately prior to
      the Merger Implementation Date, (ii) Purchaser Shares issuable upon the
      exercise or conversion of any other outstanding securities of Purchaser,
      including, but not limited to, the Purchaser Warrants and the Other
      Warrants, (iii) Consideration Shares, (iv) Purchaser Shares issuable upon
      exercise of the Purchaser Options, (v) Purchaser Shares into which the
      Purchaser Convertible Notes are convertible, and (vi) Purchaser Shares
      issuable under Section 5(c), and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      incorporate such other changes to Purchaser’s Organizational Documents as
      reasonably requested by White Energy;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      affirmative vote of Purchaser’s shareholders disclosed in the Purchaser
      Proxy Statement as necessary to effectuate a legal change in Purchaser’s
      name to White Energy Coal
      Technology Corporation (or such other name as mutually agreed upon
      by Purchaser and White Energy).

              


      

       

      Purchaser Shareholders Meeting
means the meeting of the Record Purchaser Shareholders to be held after the
White Energy Shareholder Approval is obtained and prior to the Second Court Date
Application Date for the purpose of obtaining Purchaser Shareholder
Approvals.

       

      Purchaser Shares means any of
the 50,000,000 ordinary shares, $0.0001 par value per share, of the Purchaser
presently authorized for issuance, plus all additional ordinary shares of
Purchaser that shall be authorized for issuance in connection with obtaining the
Purchaser Shareholder Approvals.

       

      Purchaser Takeover Proposal
means any proposal (whether or not confidential, incomplete or subject to
conditions) for a takeover bid, share purchase, scheme, capital reconstruction,
purchase of assets, merger, amalgamation, consolidation or other business
combination involving the Purchaser or any of its subsidiaries, any issue by the
Purchaser or a material amount of its equity securities as consideration for the
assets or securities of another person or any proposal or offer to acquire in
any manner, directly or indirectly, a material equity interest in, any voting
securities of, or a substantial portion of the assets of the Purchaser or any of
its subsidiaries, other than the transactions involving White Energy
contemplated by this Agreement.

       

      


      
        
          
             


          

          
            11

            
              

            

          

          
             


          

        

      

      


      Record Date means 5.00 pm on
the 5th Business Day following the Effective Date.

       

      Record Purchaser Shareholders
means the shareholders of Purchaser as of the record date for
determination of existing shareholders of Purchaser entitled to vote with
respect to approval of the White Energy Shares Scheme and the other matters
contemplated by the Purchaser Shareholder Approvals.

       

      Register means, as applicable,
the register of holders of White Energy Shares, the register of holders of White
Energy Convertible Notes, and the register of White Energy Options.

       

      Regulatory Approvals means
such consent, approvals or other acts by a Regulatory Authority necessary to
satisfy the Regulatory Conditions.

       

      Regulatory Authority
includes:

       

      (a)             a
government or governmental, semi-governmental or judicial entity or
authority;

       

      (b)         a
minister, department, office, commission, delegate, instrumentality, agency,
board, authority or organisation of any government;

       

      (c)         any
bank or financier;

       

      (d)         any
regulatory organisation established under statute; and

       

      (e)         the
ASX, ASIC, NYSE and the SEC.

       

      Regulatory Conditions means
the conditions precedent specified in Sections 3.1(t), 3.1(u), 3.1(y) and 3.1(z).

       

      Revenue Authority means any
federal, state, territory or local government authority or instrumentality in
respect of Tax.

       

      RG 60 and RG 142 means
Regulatory Guide 60 and 142 issued by the ASIC on 15 July 1993 and 4 August 1999
respectively.

       

      Sale of Control means a sale
of all or substantially all of the assets or securities of White Energy or any
of the Subsidiary Corporations, whether through sale of assets, securities
purchase, merger, consolidation, tender offer or similar arrangements, in any
transaction whereby Persons (other than the Purchaser) who are not Affiliates or
associates of White Energy would be in a position to elect a majority of the
members of the board(s) of directors of White Energy or such Subsidiary
Corporations.

       

      Scheme Booklet means, in
respect of each of the Schemes, the information described in Section 9.1(a) to be dispatched to all of the White Energy
Shares Scheme Participants and the Options Scheme Participates and approved by
the Court which must include appropriate descriptions of the Schemes, an
explanatory statement complying with the requirements of the Corporations Act,
the Independent Expert’s Report on each of the Schemes, the Deed Poll and a
notice of meeting and proxy form in such form as the parties may
agree.

       

      


      
        
          
             


          

          
            12

            
              

            

          

          
             


          

        

      

      


      Schemes means the collective
reference to the White Energy Shares Scheme and the Options Scheme.

       

      Schemes Consideration means
the White Energy Shares Scheme Consideration and the Options Scheme
Consideration.

       

      Scheme Participants means the
collective reference to all of the White Energy
Shares Scheme Participants and the Options Scheme Participants.

       

      SEC means the United States
Securities and Exchange Commission.

       

      Second Court Date means the
last day on which the Court hears the application for an order approving the
Schemes pursuant to sub-section 411(4)(b) of the Corporations Act or, if the
application is adjourned or subject to appeal for any reason, the last day on
which the adjourned or appealed application is heard .

       

      Second Court Date Application Date means a date
to be agreed in writing by White Energy and the Purchaser, which date shall be
not later than one (1) month after the White Energy Shareholder Approval is
obtained.

       

      Securities Act means the
United States Securities Act of 1933, as amended.

       

      Securities Exchange Act means
the United States Securities Exchange Act of 1934, as amended.

       

      Share Exchange Agreement means
the share exchange agreement between the Purchaser, White Energy and WET dated
13 March 2009, and any amendments or restatements thereof.

       

      Share Issue Ratio means the
result of dividing the total number of Consideration
Shares by the White Energy Diluted Shares.

       

      Statutes means all legislation
of any country, state or territory enforced at any time, and any rule,
regulation, ordinance, by law, statutory instrument, order or notice at any time
made under that legislation.

       

      Subsidiary of any Person means
another Person, an amount of the voting securities, other voting ownership or
voting partnership interests of which is sufficient to elect at least a majority
of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which) is owned
directly or indirectly by such first Person.

       

      Subsidiary Corporation or Subsidiary Corporations
means, as applicable, the individual or collective reference to: the
Subsidiaries of White Energy, including: (a) WET, (b) BCBC, (c) Coking BCB Pty Ltd., an
Australian corporation, (d) BCBC Pty Ltd., an Australian
corporation, (e) White Energy
Coal North America Inc., a Delaware United States corporation, (f) BCBC Singapore Pte Ltd., a
Singapore corporation, (g) PT
Kaltim Supacoal Singapore Pte. Ltd., a Singapore corporation, (h) PT Kaltim Supacoal, an
Indonesian corporation, (i) White Manufacturing Pty Ltd.,
an Australian corporation, (j) White Investments North America Pty
Ltd., an Australian corporation, (k) White Energy Coal Project Company,
LLC, a United States Delaware limited liability company, (l) White Energy Coal Wyoming,
LLC, a United States Delaware limited liability company, (m) River Energy JV Limited, a
Mauritian corporation, (n) White Energy China Limited, a
Hong Kong corporation, (o) Amerod Resources Pty Ltd., an
Australian corporation, (p) Amerod Exploration Ltd., an
Australian corporation, (q) Amerod Holdings Pty Ltd., an
Australian corporation, (r) Spike Services Pty Ltd., an
Australian corporation, (s) Spike Licenses, Inc., a
Delaware United States corporation, and (t) any other direct or indirect
Subsidiary of White Energy or of any of the Subsidiary Corporations acquired or
created by White Energy following the Execution Date and prior to the Second
Court Date.

       

      


      
        
          
             


          

          
            13

            
              

            

          

          
             


          

        

      

      


      Subsidiary Corporation Shares
means fully paid ordinary shares in the capital of any of the Subsidiary
Corporations.

       

      Tax means any tax, levy,
charge, impost, duty, fee, deduction, compulsory loan, withholding, stamp,
transaction, registration, duty or similar charge which is assessed, levied,
imposed or collected by any government agency and includes, but is not limited
to, any interest, fine, penalty, charge, fee or any other accounting imposed on,
or in respect of, any of the above.

       

      Technology means certain
technology, knowledge and designs, including Intellectual Property rights and
associated know-how, relating to the preparation, drying, briquetting and
stabilisation of coal without binder to form an agglomerated product that is
lower in moisture and chemically and physically stable in transport and storage,
owned or licensed by White Energy, including, without limitation, those rights
and inventions in respect of the Patent Document.

       

      Total Adjusted Outstanding Shares
has the meaning given to that term in Section 4.3(a)(iv) of
this Agreement.

       

      Trading Days means any days on
which White Energy Shares trade on the ASX and Purchaser Shares trade on the
NYSE Alternext Exchange.

       

      Trademark or Trademarks shall mean (i)
trademarks, tradenames, corporate names, company names, business names, trade
styles, service marks, logos, other source or business identifiers, prints and
labels on which any of the foregoing have appeared or appear, designs and
general intangibles of like nature, registrations and recordings thereof and any
applications in connection therewith, including, without limitation,
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States,
Australia, Indonesia, Singapore, Malaysia, Vietnam, the Philippines any State
thereof or any other country, (collectively, the Marks); (ii) any reissues,
extensions or renewals thereof, (iii) income, royalties, damages, claims and
payments now and hereafter due and/or payable with respect to the Marks,
including, without limitation, damages, claims and recoveries for past, present
or future infringement and (v) rights to sue for past, present and future
infringements of the Marks.

       

      Transaction Documents means
this Agreement and the Scheme Booklet.

       

      Transaction Value means the
sum of (a) the White Energy Market Value, and (b) the Adjusted Funds as at the
Second Court Date.

       

      Unacceptable Circumstances has
the meaning given in section 657A of the Corporations Act.

       

      United States Dollars or US $ means dollars expressed
in the currency of the United States of America.

       

      Upgraded Coal means upgraded
coal produced from a Coal Upgrading Facility.

       

      WET means White Energy
Technology Ltd (ABN 62 114 203 904).


      White Energy Board means the
board of directors of White Energy.

       

      White Energy Convertible Notes
means the 180 convertible notes issued to various parties pursuant to the
convertible note deed dated 10 October 2007 each of which has a face value of
AUD$250,000.

       

      


      
        
          
             


          

          
            14

            
              

            

          

          
             


          

        

      

      


      White Energy Dataroom means
the online dataroom containing various documents relating to White
Energy.

       

      White Energy Diluted Shares
means the number of:

       

      
        	
                 
      

              	
                (a)

              	
                the
      aggregate of 192,277,902 White Energy Shares as at the Execution Date;
      plus

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      additional White Energy Shares that are issued between the Execution Date
      and the Second Court Date;

              


      

       

      provided,
however, that the term White Energy Diluted Shares shall specifically
exclude
any White Energy Shares that are or may be issuable upon the conversion into
White Energy Shares or exercise of any warrants, options or rights to purchase
White Energy Shares.

       

      White Energy Information means
such information regarding the White Energy Group and its operations as is
contained in the Scheme Booklet or to enable preparation of the applications for
the Regulatory Approvals.

       

      White Energy Majority Shareholders
Consents shall mean the written approval by the holders of a majority of
the issued and outstanding White Energy Shares, of the White Energy Shares
Scheme.

       

      White Energy Market Value
shall mean the product of multiplying: (a) the number of White Energy Diluted
Shares as at the Effective Date, by (b) the White Energy Per Share
Value.

       

      White Energy Optionholder
means a holder of a White Energy Option registered in the Options Register on
the Record Date.

       

      White Energy Options means an
option to acquire a White Energy Share.

       

      White Energy Per Share Value
shall mean United States Two Dollars and Fifty Cents (US$2.50); provided,
however, that if, between the Execution Date and the Effective Date,
White Energy shall, without the prior written consent of Purchaser, elect to
issue or sell any Additional White Energy Securities that would result in a
Dilutive Issuance then the White Energy Per Share Value shall be reduced to a
price determined by multiplying
the White Energy Per Share
Value in effect
immediately prior to the
Dilutive Issuance
(initially US$2.50) by a
fraction:

       

      (a)           the
numerator of which is an amount equal to the sum of (i) the number of White
Energy Shares actually outstanding immediately prior to the Dilutive Issuance,
plus (ii) the quotient of the aggregate consideration received by White Energy
from such Dilutive Issuance divided by the White Energy Per Share Value in
effect immediately prior to the Dilutive Issuance, plus (iii) the quotient of
the aggregate consideration received or to be received by White Energy from such
Dilutive Issuance on the exercise of any White Energy Options included in the
Dilutive Issuance divided by the White Energy Per Share Value in effect
immediately prior to such Dilutive Issuance; and

       

      (b)           the
denominator of which is the sum of (i) the total number of White Energy Shares
issued and outstanding immediately after the Dilutive Issuance, plus (ii) any
additional White Energy Shares that may be subsequently be issuable upon
conversion or exercise of any Additional White Energy Securities that were
issued in connection with such Dilutive Issuance;

       

      provided
that only one adjustment will be made for each Dilutive Issuance, and no
adjustment in the White Energy Per Share Value shall have the effect of
increasing the White Energy Per Share Value above US$2.50 per
share.

       

      


      
        
          
             


          

          
            15

            
              

            

          

          
             


          

        

      

      


      White Energy Shareholder
Approval means a resolution in favour of the White Energy Shares Scheme
passed by the holders of White Energy Shares pursuant to sub-section
411(4)(a)(ii) of the Corporations Act.

       

      White Energy Shares Scheme
means the scheme of arrangement proposed to be entered into between White
Energy and White Energy Shares Scheme Participants, as
described in Section 4.1 of this Agreement, under Part 5.1 of the Corporations
Act, pursuant to which the Purchaser (and/or its Nominee) seeks to acquire all
of the White Energy Shares in exchange for the White Energy Shares Scheme
Consideration as contemplated by this Agreement.

       

      White Energy Shares Scheme
Consideration means the consideration the Purchaser is required to
provide to White Energy Shares Scheme Participants under Section 4.2(a) of this Agreement.

       

      White Energy Shares Scheme Deed Poll
means the deed poll described in Section 9.2(b)(i).

       

      White Energy Shares Scheme
Participant(s) means, as applicable, a holder or all holders of White
Energy Shares registered in the Register on the Record Date.

       

      White Energy Shares means, as
the context requires, either:

       

      
        	
                 
      

              	
                (a)

              	
                the
      total issued and outstanding fully paid ordinary shares in the capital of
      White Energy, as at any point in time;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                fully
      paid ordinary shares in the capital of White
  Energy.

              


      

       

      White Energy Takeover Proposal
means any proposal (whether or not confidential, incomplete or subject to
conditions) for a takeover bid, share purchase, scheme, capital reconstruction,
purchase of assets, merger, amalgamation, consolidation or other business
combination involving White Energy or any of its subsidiaries, any issue by
White Energy of a material amount of its equity securities as consideration for
the assets or securities of another person or any proposal or offer to acquire
in any manner, directly or indirectly, a material equity interest in, any voting
securities of, or a substantial portion of the assets of White Energy or any of
its subsidiaries, other than the transactions involving the Purchaser
contemplated by this Agreement.

       

      
        	
                1.2

              	
                Interpretation

              


      

       

      In this
Agreement unless the context otherwise requires:

       

      
        	
                 
      

              	
                (a)

              	
                a
      reference to White Energy shall be deemed to include a reference to a
      Subsidiary Corporation;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                headings
      are for convenience only and do not affect its
    interpretation;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                an
      obligation or liability assumed by, or a right conferred on, two (2) or
      more Parties binds or benefits all of them jointly and each of them
      severally;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a
      reference to any party includes that party’s executors, administrators,
      successors and permitted assigns, including any Person taking by way of
      novation;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                a
      reference to any document (including this Agreement) is to that document
      as varied, novated, ratified or replaced from time to
  time;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                a
      reference to any statute or to any statutory provision includes any
      statutory modification or re-enactment of it or any statutory provision
      substituted for it, and all ordinances, by-laws, regulations, rules and
      statutory instruments (however described) issued under
  it;

              


      

       

      


      
        
          
             


          

          
            16

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (g)

              	
                words
      importing the singular include the plural (and vice versa) and words
      indicating a gender include every other
gender;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                reference
      to parties, sections, schedules, exhibits or annexures are references to
      parties, sections, schedules, exhibits and annexures to or of this
      Agreement and a reference to this Agreement includes any schedule, exhibit
      or annexure to this Agreement;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                where
      a word or phrase is given a defined meaning, any other part of speech or
      grammatical form of that word or phrase has a corresponding meaning;
      and

              


      

       

      
        	
                 
      

              	
                (j)

              	
                a
      reference to a payment is to a payment by wire transfer of immediately
      available funds to a bank account designated by the recipient of such
      payment, or a bank cheque unless the recipient otherwise
      allows.

              


      

      
        	
                   

              


      

      
        
          	
                  2.

                	
                  AGREEMENT
      TO PROCEED WITH SCHEMES AND CONVERTIBLE NOTES
  OFFERS

                


        

         

      

      The
parties agree to propose and use their collective best endeavours to (a)
implement and consummate the Schemes, and (b) to the extent applicable, to
implement and consummate (i) the Convertible Notes Offers, in accordance with,
and subject to, the terms and conditions of this Agreement.

      
        	
                   

              


      

      
        
          	
                  3.

                	
                  CONDITIONS
      PRECEDENT

                


        

         

      

      
        	
                3.1

              	
                Conditions

              


      

       

      Consummation
of the Acquisition, each of the Schemes and the other transactions contemplated
by this Agreement (Section 15 is
specifically excluded from this Section 3) is subject to and conditional upon
the satisfaction of all of the following conditions precedent:

       

      
        	
                 
      

              	
                (a)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date, the
      Purchaser shall have completed a business, financial and legal due
      diligence on White Energy, which due diligence shall be satisfactory in
      the sole and absolute discretion of the
  Purchaser;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date,
      White Energy shall have completed a business, financial and legal due
      diligence on the Purchaser, which due diligence shall be satisfactory in
      the sole and absolute discretion of White
  Energy;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application
      Date:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Purchaser Shareholder Approvals shall have been duly obtained from the
      Record Purchaser Shareholders by the requisite vote under applicable law
      and the Purchaser’s Organizational Documents, the Authorized Share
      Increase and the Name Change shall have been effected in accordance with
      applicable law and the Purchaser’s Organizational Documents, and the
      Purchaser shall have otherwise complied with all of the covenants and
      conditions regarding business combinations that are contained in the
      Purchaser’s Prospectus and in its Organizational Documents;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Purchaser shall have procured the current directors of the Purchaser to
      have delivered signed resignations to White Energy which shall be
      effective as and from the Merger Implementation
  Date;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      aggregate minimum amount of Adjusted Funds, that are available to the
      Purchaser and White Energy as at each of the Second Court Date Application
      Date, the Second Court Date and the Merger Implementation Date shall be
      not less than (US)$100 million (the Minimum Amount); provided,
      however, notwithstanding anything else contained in this Agreement,
      the board of directors of White Energy shall, have the right in the
      exercise of its sole and absolute discretion, to reduce the Minimum Amount
      to as low as (US)$75.0 million;

              


      

       

      


      
        
          
             


          

          
            17

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (e)

              	
                the
      aggregate maximum amount of Adjusted Funds, that are available to the
      Purchaser and White Energy as at each of the Second Court Date Application
      Date, the Second Court Date and the Merger Implementation Date shall be
      not more than (US)$140 million (the Maximum
      Amount);

              


      

       

      
        	
                 
      

              	
                (f)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date, the
      Purchaser must have re-negotiated with all relevant third parties and
      reached agreement that all cash fees payable by the Purchaser to third
      parties in relation to the Schemes and the transactions contemplated by
      this Agreement shall not exceed $15,000,000.  In addition, the
      Purchaser agrees that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      fees to be paid to the Maxim Group shall be
  reduced;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      cash fees and Purchaser securities payable to Canaccord Capital Corp. and
      Roth Capital Partners LLC shall be limited, in aggregate, to the
      following:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                a
      6% financing fee on new funds raised in the Purchaser (i.e. $6,000,000
      assuming $100,000,000 in new funds are
raised;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      success fee on the successful completion of the Schemes and all the
      transactions contemplated by this Agreement shall be fixed at $3,000,000;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                a
      maximum of 1,150,000 warrants shall be issuable upon successful completion
      of the Schemes and all the transactions contemplated by this Agreement
      which shall be exercisable by the payment of cash equal to an exercise
      price of (US)$11.00 per Purchaser
Share.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                as
      at 5:00 p.m. on the day before the Second Court Date Application Date, the
      Second Court Date and on the Merger Implementation Date, except as set
      forth on Schedule A to
      Exhibit
      2 to this Agreement, the Purchaser shall have no Material Purchaser
      Liabilities;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                between
      the date of this Agreement and 5.00 pm on the Merger Implementation Date,
      White Energy shall not have breached, in any material
    respect:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      of the representations and warranties contained in Exhibit
      1 of this Agreement; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      of White Energy’s covenants or obligations contained in this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                between
      the date of this Agreement and 5.00 pm on the Merger Implementation Date,
      a Prohibited Occurrence has not occurred in respect of White
      Energy;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                between
      the date of this Agreement and 5.00 pm on the Merger Implementation Date,
      the Purchaser shall not have breached, in any material
      respect:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      of the representations and warranties contained in Exhibit
      2 of this Agreement; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      of Purchaser’s covenants or obligations contained in this
      Agreement;

              


      

       

      


      
        
          
             


          

          
            18

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (k)

              	
                between
      the date of this Agreement and 5.00 pm on the Merger Implementation Date,
      a Prohibited Occurrence has not occurred in respect of the
      Purchaser;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                between
      the date of this Agreement and 5.00 pm on the Merger Implementation Date,
      no event shall have occurred which shall have a Material Adverse Effect
      upon White Energy and the Subsidiary
  Corporations;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                between
      the date of this Agreement and 5.00 pm on the Merger Implementation Date,
      no event shall have occurred which shall have a Material Adverse Effect
      upon the Purchaser, its financial condition or the value of the Purchaser
      Shares;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                prior
      to 5:00 p.m. on the day two days before the Second Court Date Application
      Date, White Energy shall have delivered an Opinion of Counsel for White
      Energy to the Purchaser in form and content reasonably satisfactory to the
      Purchaser which opinion shall, inter
      alia, provide, subject to the conditions set forth in such Opinion
      of Counsel:

              


      

       

      (i)       that
all requisite consents and approvals of the White Energy Shareholders required
under the Corporations Act or other applicable law to approve the Schemes have
been obtained,

       

      (ii)       that
upon the White Energy Shares Scheme being duly and validly approved by the Court
and all other Regulatory Authorities in Australia, it will be Effective as at
the Effective Date;

       

      (iii)      that
upon the Options Scheme being duly and validly approved by the Court and all
other Regulatory Authorities in Australia, it will be Effective as at the
Effective Date; and

       

      (iv)      in
detail, the procedures to be adopted by the Court and each of the Schemes so
that Counsel for the Purchaser can determine whether the conditions required to
be satisfied under the Securities Act for a valid exemption under Section
3(a)(10) of the Securities Act have been satisfied;

       

      
        	
                 
      

              	
                (o)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date,
      subject to receipt of the Opinion of Counsel for White Energy referred to
      in Section 3.1(n) of this Agreement, the Purchaser shall have
      delivered an Opinion of Counsel for the Purchaser to White Energy in form
      and content reasonably satisfactory to White Energy; which opinion shall,
      inter
      alia, provide that, subject to the conditions set forth in such
      Opinion of Counsel and in reliance upon the Opinion for Counsel of White
      Energy:

              


      

       

      (i)       all
requisite consents and approvals of the Purchaser Shareholders required under
the Organizational Documents of the Purchaser and applicable law to consummate
the Acquisition and the other transactions contemplated by this Agreement have
been obtained,

       

      (ii)       all
Consideration Shares issuable pursuant to the White Energy Shares Scheme are
exempt from the registration requirements under the Securities Act, by reason of
Section 3(a)(10) of the Securities Act;

       

      (iii)      the
Purchaser Options issuable pursuant to the Options Scheme will be exempt from
the registration requirements under the Securities Act, by reason of Section
3(a)(10) of the Securities Act;

       

      (iv)     the
Purchasers Convertible Notes issuable pursuant to the Convertible Notes Offer,
when issued, will be exempt from the registration requirements under the
Securities Act by reason of the application of Regulation S or another exemption
from the registration requirements of the Securities Act, as applicable;
and

       

      


      
        
          
             


          

          
            19

            
              

            

          

          
             


          

        

      

      


      (v)       such
Consideration Shares, Purchaser Options, Convertible Notes and Purchaser Shares
issuable upon exercise of such Purchaser Options and Purchaser Convertible Notes
will be saleable and tradable on the stock exchange on which Purchaser’s Shares
then trade);

       

      
        	
                 
      

              	
                (p)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date,
      holders of less than 35% of the 11,500,000 Purchaser Shares issued in the
      Purchaser’s initial public offering and held by Record Purchaser
      Shareholders shall have voted against the Schemes and other transactions
      contemplated by this Agreement and exercised their rights to redeem their
      shares in accordance with the procedures set forth in the Purchaser’s
      Prospectus and the Purchaser’s Organizational
  Documents;

              


      

       

      
        	
                 
      

              	
                (q)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date,
      there shall have been fully executed and delivered to White Energy an
      amended and restated registration rights agreement by and among the
      Purchaser, the holders of Insiders Shares, and certain Affiliates of White
      Energy, all in form and substance mutually satisfactory to White Energy
      and Purchaser;

              


      

       

      
        	
                 
      

              	
                (r)

              	
                the
      delivery of Disclosure Schedules by the disclosing Party to the recipient
      Party within 14 days after the Execution Date, which Disclosure Schedules
      shall not include anything which has not been disclosed by the disclosing
      party to the recipient party prior to the Execution
  Date;

              


      

       

      
        	
                 
      

              	
                (s)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date,
      White Energy shall have completed a review of the terms and exercise
      rights attached to the Insider Warrants, which review shall be
      satisfactory to White Energy in its sole and absolute
      discretion;

              


      

       

      
        	
                 
      

              	
                (t)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date, all
      Regulatory Approvals (other than the making of an order by the Court on
      the Second Court Date approving each of the Schemes pursuant to
      sub-section 411(4)(b) of the Corporations Act) required by any Regulatory
      Authority or judicial entity or authority to implement the Schemes and
      other transactions contemplated by this Agreement are
      obtained;

              


      

       

      
        	
                 
      

              	
                (u)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date, no Regulatory
      Authority or judicial entity or authority taking any action or making any
      order or decree which action, order or decree restrains or prohibits the
      Schemes or other transactions contemplated by this
    Agreement;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date, no Purchaser
      Takeover Proposal is made or announced as a result of which the Expert is
      no longer able to conclude that the Schemes are in the best interests of
      the Scheme Participants;

              


      

       

      
        	
                 
      

              	
                (w)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date, no White Energy
      Takeover Proposal is made or announced as a result of which the Expert is
      no longer able to conclude that the Schemes are in the best interests of
      the Scheme Participants;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                an
      Independent Expert’s Report is obtained by White Energy and included in
      the Scheme Booklet which concludes that each of the Schemes are in the
      best interests of the Scheme Participants and as at 5:00 p.m. on the day
      before the Second Court Date, the Independent Expert has not changed its
      opinion as was included in the Scheme
Booklet;

              


      

       

      
        	
                 
      

              	
                (y)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date, all
      of the Purchaser Outstanding Shares, plus the Consideration Shares and
      Purchaser Shares issuable upon conversion of Purchaser Convertible Notes
      and exercise of Purchaser Options to be issued to Scheme Participants
      pursuant to the terms of the Schemes and any other Purchaser Shares issued
      pursuant to the terms of this Agreement, are approved for official
      quotation and listing on either (a) the NYSE (conditional only on the
      issue of those securities and on compliance with such other rules and
      regulations of the NYSE as the Parties agree may be complied with), or (b)
      the NYSE Alternext Exchange or such other stock exchange as agreed by the
      Parties. To the extent that the relevant equivalent of the securities
      referred to in this clause are to be quoted on ASX in accordance with
      clause 3.1(z),
      then this clause does not apply to those
  securities;

              


      

       

      


      
        
          
             


          

          
            20

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (z)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date, the
      relevant equivalent of the securities referred to in clause 3.1(y) which are to
      not to be quoted on the any of the stock exchanges referred to in that
      clause are approved for official quotation by ASX (conditional only on the
      issue of those securities and on compliance with such other rules and
      regulations of the ASX as the Parties agree may be complied
      with);

              


      

       

      
        	
                 
      

              	
                (aa)

              	
                intentionally
      omitted;

              


      

       

      
        	
                 
      

              	
                (bb)

              	
                not
      later than 15 November 2009, the White Energy Shareholder Approval shall
      be obtained;

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                not
      later than thirty (30) days after White Energy Shareholder Approval is
      obtained, the Purchaser shall hold the Purchaser Shareholders Meeting and
      all Purchaser Shareholder Approvals shall be
  obtained;

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                the
      making of an order by the Court on the Second Court Date approving each of
      the Schemes pursuant to sub-section 411(4)(b) of the Corporations
      Act;

              


      

       

      
        	
                 
      

              	
                (ee)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date,
      subject to Section 3.1(t), the Parties obtaining any third party
      approvals under joint venture documentation or other significant contracts
      to which the Purchaser and White Energy acting reasonably agree are
      necessary or desirable to implement the Schemes or any transaction
      contemplated by the Schemes or this
Agreement;

              


      

       

      
        	
                 
      

              	
                (ff)

              	
                prior
      to the date of the Purchaser Shareholders Meeting and prior to 5:00 p.m.
      on the day before the Second Court Date Application Date, the Options
      Scheme Participants will at the Options Scheme meetings vote to approve
      the Options Scheme; and

              


      

       

      
        	
                 
      

              	
                (gg)

              	
                prior
      to 5:00 p.m. on the day before the Second Court Date Application Date,
      White Energy and the Purchaser shall have entered into an agreement with
      the holders of the White Energy Convertible Notes on such terms and
      conditions as shall be mutually satisfactory to both White Energy and the
      Purchaser.

              


      

       

      
        	
                3.2

              	
                Benefit
      of the Conditions

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Conditions in Sections 3.1(a), (h), (i), (l) and (n). are inserted in this
      Agreement for the benefit of the Purchaser and the Purchaser may, by
      notice in writing to White Energy on or before the due date for
      satisfaction of these Conditions waive any of these
      Conditions.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Conditions in Sections 3.1(b), (c), (d), (e), (f), (g), (j), (k), (m),
      (o), (p), (q), (s) and (x)  are inserted in this Agreement for
      the benefit of White Energy and White Energy may, by notice in writing to
      the Purchaser on or before the due date for satisfaction of these
      Conditions waive any of there
Conditions.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Condition in Sections 3.1(r), (t), (u), (v), (w), (y), (z), (bb), (cc),
      (dd), (ee), (ff) and (gg) are inserted in this Agreement for the benefit
      of all Parties and all Parties must, by mutual written agreement on or
      before the due date for satisfaction of this Condition, waive the
      Condition or grant an extension of time for satisfaction of the
      Condition.

              


      

       

      


      
        
          
             


          

          
            21

            
              

            

          

          
             


          

        

      

      


      
        	
                3.3

              	
                Best
      Endeavours

              


      

       

      Each of
the Purchaser and White Energy agree to use its best endeavours to procure that
each of the conditions precedent in Section 3.1 are satisfied as soon as
practicable after the date of this Agreement or that there is no occurrence that
would prevent the conditions in Section 3.1 being satisfied (as the
context requires).

       

      Without
limiting the generality of the foregoing:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Purchaser will promptly apply for all Regulatory Approvals and provide
      White Energy with a copy of such applications and White Energy shall
      provide the Purchaser with such information regarding White Energy as the
      Purchaser shall reasonably request for the purpose of making such
      applications;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Purchaser will prepare and provide to White Energy the Purchaser
      Information for inclusion in the Scheme
Booklet;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                White
      Energy will prepare the Scheme Booklet in accordance with all applicable
      laws, and in particular with the Corporations Act, RG 60 and RG
      142:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                ensuring
      that the terms of each of the Schemes is fully and fairly portrayed;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      consultation with the Purchaser and subject to the Purchaser’s agreement
      (such agreement not to be unreasonably withheld), as to the content and
      presentation of the Scheme Booklet, which consultation and approval shall
      include obtaining the consent of the Purchaser to the inclusion of
      information provided by the Purchaser under Section 3.3(b) (not to be unreasonably
      withheld);

              


      

       

      
        	
                 
      

              	
                (d)

              	
                White
      Energy shall ensure that, without the prior written consent of the
      Purchaser, between the date of this Agreement and the Merger
      Implementation Date no Prohibited Occurrence occurs in relation to it;
      and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Purchaser shall ensure that, without the prior written consent of White
      Energy, between the date of this Agreement and the Merger Implementation
      Date, no Prohibited Occurrence occurs in relation to
  it.

              


      

       

      
        	
                3.4

              	
                Approval
      of Scheme Booklet

              


      

       

      
        	
                 
      

              	
                (a)

              	
                White Energy to provide Scheme
      Booklet:  As soon as practicable after White Energy has
      completed the preparation of the final form of the Scheme Booklet in
      accordance with Section 3.3(c), White Energy
      will forward copies to the
Purchaser.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Meeting of directors of White
      Energy:  As soon as practicable after preparation of the
      final form of the Scheme Booklet as referred to in Section 3.4(a), a meeting of the White Energy Board will be
      convened for the purpose of approving the Scheme
  Booklet.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Meeting of directors of the
      Purchaser:  As soon as practicable after preparation of
      the final form of the Scheme Booklet as referred to in Section 3.4(a), a meeting of
      the Purchaser Board will be convened for the purpose of approving the
      Purchaser Information in the Scheme
Booklet.

              


      

       

      
        	
                3.5

              	
                Consultation

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Consultation: If
      a condition precedent in Section 3.1 is not
      satisfied or waived in accordance with Section 3.2 or there is an occurrence that will prevent
      a condition precedent being satisfied as at the date specified in this
      Agreement for its satisfaction (other than, in either case, as the result
      of a deliberate action of the Purchaser or White Energy) or the Effective
      Date has not occurred by the End Date, White Energy and the Purchaser will
      consult in good faith:

              


      

       

      


      
        
          
             


          

          
            22

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (i)

              	
                as
      to whether the relevant condition precedent is to be waived in accordance
      with Section 3.2;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                as
      to whether to extend the date by which the relevant condition precedent
      must be satisfied including as to whether to extend the End Date;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                with
      a view to determining whether the transactions contemplated by this
      Agreement may proceed by way of alternative means or
    methods.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Failure to
      agree:  If the parties are unable to reach agreement
      under Section 3.5(a) within ten (10) Business
      Days, either party may terminate this Agreement without any liability to
      the other party by reason of that
termination.

              


      

       

      
        	
                3.6

              	
                Notices

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Notice of a White Energy
      Prohibited Occurrence or a White Energy Material Adverse
      Effect:  If any event which constitutes a White Energy
      Prohibited Occurrence or a White Energy Material Adverse Effect occurs,
      White Energy will immediately give written notice to the Purchaser of that
      event.  Thereafter, the Purchaser will give written notice to
      White Energy as soon as possible as to whether or not it waives the breach
      or non-fulfilment of the relevant condition precedent of this Agreement
      resulting from the occurrence of that event, specifying the condition in
      question.  A waiver of breach or non-fulfilment in respect of a
      condition precedent of this Agreement shall not
  constitute:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      waiver of breach or non-fulfilment of any other condition precedent of
      this Agreement resulting from the same or substantially similar event;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      waiver of breach or non-fulfilment of that condition precedent resulting
      from any other event.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                White Energy Notice of
      Changes:  White Energy shall promptly notify the
      Purchaser in writing of any change or event causing, or which, insofar as
      can reasonably be foreseen, would cause a representation or warranty
      provided in this Agreement to be false if given at that date, a Material
      Adverse Effect or a Prohibited Occurrence in relation to White
      Energy.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Notice of a Purchaser
      Prohibited Occurrence or a Purchaser Material Adverse
      Effect:  If any event which constitutes
      a  Prohibited Occurrence or a Material Adverse Effect in respect
      of the Purchaser occurs, the Purchaser will immediately give written
      notice to White Energy of that event.  Thereafter, White Energy
      will give written notice to the Purchaser as soon as possible as to
      whether or not it waives the breach or non-fulfilment of the relevant
      condition precedent of this Agreement resulting from the occurrence of
      that event, specifying the condition in question.  A waiver of
      breach or non-fulfilment in respect of a condition precedent of this
      Agreement shall not constitute:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      waiver of breach or non-fulfilment of any other condition precedent of
      this Agreement resulting from the same or substantially similar event;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      waiver of breach or non-fulfilment of that condition precedent resulting
      from any other event.

              


      

       

      


      
        
          
             


          

          
            23

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (d)

              	
                Purchaser Notice of
      Changes:  The Purchaser shall promptly notify White
      Energy in writing of any change or event causing, or which, insofar as can
      reasonably been foreseen, would cause a representation or warranty
      provided in this Agreement to be false if given at that date, a Purchaser
      Material Adverse Effect or a Purchaser Prohibited
    Occurrence.

              


      

       

      
        	
                3.7

              	
                Notices;
      Closing Certificates

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Purchaser and White Energy must promptly notify the other in writing if
      any of the Conditions are not satisfied, or cannot be satisfied, before
      the earlier of (i) the End Date and (ii) prior to 5.00 pm on the day
      before the Second Court Date.

              
	 	 	 
	 	

                (b)

              	

                At
      5:00 pm (AEST) on the day immediately prior to the Second Court Date
      Application Date, White Energy shall deliver to the Purchaser a
      certificate, duly executed by an executive officer of White Energy
      confirming that (i) all of the representations and warranties of White
      Energy as at the Execution Date are true and correct as at the Second
      Court Date Application Date in all material respects, and (ii) that all of
      the Conditions required to be performed or satisfied by White Energy by
      the Second Court Date Application Date, have been duly performed and
      satisfied.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                At
      5:00 pm (AEST) on the day immediately prior to the Second Court Date and
      the Merger Implementation Date, White Energy shall deliver to the
      Purchaser a certificate, duly executed by an executive officer of White
      Energy confirming that (i) all of the representations and warranties of
      White Energy as at the Execution Date are true and correct as at the
      Second Court Date and the Merger Implementation Date in all material
      respects, and (ii) that all of the Conditions required to be performed or
      satisfied by White Energy have been duly performed and
      satisfied.

              
	 	 	 
	 	

                (d)

              	

                At
      5:00 pm (AEST) on the day immediately prior to the Second Court Date
      Application Date, the Purchaser shall deliver to White Energy a
      certificate, duly executed by an executive officer of the Purchaser
      confirming that (i) all of the representations and warranties of the
      Purchaser as at the Execution Date are true and correct as at the Second
      Court Date Application Date in all material respects, and (ii) that all of
      the Conditions required to be performed or satisfied by the Purchaser by
      the Second Court Date Application Date, have been duly performed and
      satisfied.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                At
      5:00 pm (AEST) on the day immediately prior to the Second Court Date and
      the Merger Implementation Date, the Purchaser shall deliver to White
      Energy a certificate, duly executed by an executive officer of the
      Purchaser confirming that (i) all of the representations and warranties of
      the Purchaser as at the Execution Date are true and correct as at the
      Second Court Date and the Merger Implementation Date in all material
      respects, and (ii) that all of the Conditions required to be performed or
      satisfied by the Purchaser under this Agreement have been duly performed
      and satisfied.

              


      

      
        	
                   

              


      

      
        
          	
                  4.

                	
                  THE
      SCHEMES

                


        

         

      

      
        	
                4.1

              	
                Schemes
      to be proposed

              


      

       

      White
Energy agrees to propose:

       

      (a)             the
White Energy Shares Scheme under which all of the White Energy Shares will be
transferred to the Purchaser (and/or its Nominee) in consideration for the
Purchaser providing the White Energy Shares Scheme Consideration to the White
Energy Shares Scheme Participants; and

       

      (b)             the
Options Scheme under which all of the White Energy Options shall be cancelled in
consideration of the Purchaser providing the Options Scheme Consideration to the
Options Scheme Participants.

       

      


      
        
          
             


          

          
            24

            
              

            

          

          
             


          

        

      

      


      
        	
                4.2

              	
                Consideration
      for the Schemes

              


      

       

      The
Purchaser covenants in favour of White Energy:

       

      (a)             in
its own right and on behalf of the White Energy Shares Scheme Participants, that
(i) in consideration for each White Energy Share transferred to the Purchaser
(and/or its Nominee) by a White Energy Shares Scheme Participant, it will allot
and issue to such White Energy Shares Scheme Participant, on the Merger
Implementation Date, such number of Consideration Shares calculated in
accordance with Section 4.3, and (ii) if the aggregate number of Consideration
Shares issuable to a White Energy Shares Scheme Participant in accordance with
Section 4.3 results in a fraction of a number, the fraction will be rounded down
to the nearest whole number of Consideration Shares; and

       

      (b)             in
its own right and on behalf of the Options Scheme Participants, that (i) in
consideration for each White Energy Option an Options Scheme Participant agrees
to cancel, it will allot and issue to such Options Scheme Participant, on the
Merger Implementation Date, such number of Purchaser Options determined in
accordance with Section 4.3, and (ii) if the aggregate number of Purchaser
Options issuable to an Options Scheme Participant in accordance with Section 4.3
results in a fraction of a number, the fraction will be rounded down to the
nearest whole number of Purchaser Options.

       

      
        	
                4.3

              	
                Scheme
      Consideration

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      aggregate number of Consideration Shares to be issued by the Purchaser to
      each White Energy Shares Scheme Participant on the Merger Implementation
      Date shall be calculated as
follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      White Energy Market Value shall be determined;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Adjusted Funds as at the Effective Date shall be added to the White Energy
      Market Value and the sum thereof shall represent the Transaction
      Value;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      amount by which the White Energy Market Value bears to the Transaction
      Value (by dividing the White Energy Market Value by the Transaction Value)
      shall be expressed as a percentage and shall be deemed to be the
      Percentage Interest;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      Purchaser Outstanding Shares shall be divided by the result of the
      equation, 1.00 minus the Percentage Interest, and the result thereof shall
      be the Total Adjusted Outstanding Shares;


              


      

       

      
        	
                 
      

              	
                (v)

              	
                the
      Total Adjusted Outstanding Shares less the Purchaser Outstanding Shares
      shall represent the Consideration
Shares;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                the
      Consideration Shares shall then be divided by the White Energy Diluted
      Shares and the result shall be called the Share Issue Ratio;
      and

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                the
      number of White Energy Shares held by each White Energy Shares Scheme
      Participant shall be multiplied by the Share Issue Ratio and the result
      shall be the number of Consideration Shares each White Energy Shares
      Scheme Participant shall receive (after rounding
    downwards).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Examples
      of the method of calculating the aggregate number of Consideration Shares
      and the Consideration Shares each White Energy Shares Scheme Participant
      is entitled to in accordance with the above formula is set forth is
      Section 5
below.

              


      

       

      


      
        
          
             


          

          
            25

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (c)

              	
                The
      aggregate number of Purchaser Options to be issued by the Purchaser to
      each Options Scheme Participant in respect of each class of White Energy
      Options held by each Options Scheme Participant on the Merger
      Implementation Date shall be calculated as
  follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      number of White Energy Options held by each Options Scheme Participant
      shall be multiplied by the Share Issue Ratio and the result shall be the
      number of Purchaser Options each Options Scheme Participant shall receive
      (after rounding the result
downwards);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      alternative exercise prices of the Purchaser Options shall be calculated
      as follows:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      current exercise price of the White Energy Options shall be divided by the
      Share Issue Ratio and the result shall be the exercise price of the
      Purchaser Options (in Australian dollars);
and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      current exercise price of the White Energy Options shall be divided by the
      Share Issue Ratio and the result shall be multiplied by the Exchange Rate
      and the result shall be the exercise price of the Purchaser Options (in US
      dollars).

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Examples
      of the method of calculating the aggregate number of Purchaser Options
      each Options Scheme Participant is entitled to in accordance with the
      above formula is set forth is Section 5
      below.

              


      

       

      
        	
                4.4

              	
                Other
      Schemes and Offers are Conditional on the Prior Effectiveness of the White
      Energy Shares Scheme and Effectiveness of All Schemes and
      Offers

              


      

       

      (a)             Each
of the Options Scheme and the Convertible Notes Offers are conditional upon the
White Energy Shares Scheme becoming Effective.

       

      (b)             Unless
such conditions shall be waived in writing by White Energy and the Purchaser,
the consummation of the White Energy Shares Scheme and the other transactions
contemplated by this Agreement are conditional upon the Options Scheme becoming
Effective and the Convertible Notes Offers being accepted.

       

      (c)             The
Court Convened Meeting on the White Energy Shares Scheme shall be held first, to
be followed as soon thereafter as is practicable by a Court Convened Meeting/s
on the Options Scheme.

       

      
        	
                4.5

              	
                Convertible
      Notes Offers 

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Purchaser shall make the Convertible Notes Offers within thirty (30)
      Business Days of the Execution
Date.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Under
      the terms of the Convertible Notes Offers and in consideration of the
      holders of White Energy Convertible Notes agreeing to cancel, redeem,
      replace or otherwise deal with their White Energy Convertible Notes, the
      Purchaser must issue Purchaser Convertible Notes to the holders of the
      White Energy Convertible Notes on terms to be agreed by the Purchaser,
      White Energy and the White Energy Convertible Note
  Holders.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Convertible Notes Offers (which may be waived by mutual agreement between
      White Energy and the Purchaser) shall be conditional upon the White Energy
      Shares Scheme and the Options Scheme becoming
  Effective.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      offer period of the Convertible Notes Offers shall expire on the Second
      Court Application Date.

              


      

       

      


      
        
          
             


          

          
            26

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Purchaser Convertible Notes shall be issued to the White Energy
      Convertible Note Holders under the Convertible Notes Offers on or about
      the date that the Scheme Consideration is payable to the Schemes
      Participants.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                The
      purpose of this Section 4.5 is to ensure that
      the White Energy Convertible Note Holders shall have the right to convert
      their Purchaser Convertible Notes into Purchaser Shares on an economically
      equivalent basis.

              


      

       

      
        	
                4.6

              	
                Conditional
      Subscription Agreement

              


      

       

      The
Purchaser agrees and covenants in favour of White Energy (in its own right and
on behalf of Peabody) to roll up the Conditional Subscription Agreement into the
Purchaser on terms that preserve the rights of the parties to the Conditional
Subscription Agreement.

      
        	
                   

              


      

      
        
          	
                  5.

                	
                  EXAMPLE
      OF METHOD OF CALCULATING CONSIDERATION SHARES AND PURCHASER
      OPTIONS

                


        

         

      

      
        	
                5.1

              	
                Consideration
      Shares – Example based on $100.00 million of Adjusted
  Funds

              


      

       

      
        	
                 
      

              	
                For
      the avoidance of doubt, if, for
example:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      White Energy Diluted Shares at the Effective Date are 192,277,902 ordinary
      shares;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      White Energy Market Value at the Effective Date is
      $480,694,755;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                there
      are $100.0 million of Adjusted Funds available on the Effective Date, and
      therefore the Transaction Value is
$580,694,755;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Percentage Interest is 0.827792486 ($480,694,755/$580,694,755) and the
      result of the equation in Section 4.3(a)(iv)
      is 0.172207514;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                solely
      for the purpose of this example, the Purchaser Outstanding Shares shall be
      taken to be 14,000,000 (being the number of Purchaser Shares as at the
      Execution Date);

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      Total Adjusted Outstanding Shares are therefore 81,297,266 Purchaser
      Shares;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Consideration Shares to be issued to the Scheme Participants on the Merger
      Implementation Date is 67,297,266 Shares (81,297,266 –
      14,000,000);

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      Share Issue Ratio is the result of 67,297,266 divided by 192,277,902 and
      is 0.35000;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                assuming
      a White Energy Shares Scheme Participant holds 1,000 White Energy Shares
      on the Record Date, such White Energy Shares Scheme Participant shall
      receive 350 Purchaser Shares (1,000 multiplied by
  0.35000).

              


      

       

      It is
noted that the above numbers and figures are provided solely for the purpose of
this example and are not representations or warranties in any
respect.

       

      
        	
                5.2

              	
                Purchaser
      Options – Example based on $100.00 million of Adjusted
    Funds

              


      

       

      For the
avoidance of doubt, if, for example and using the above example, the Share Issue
Ratio is 0.35000, and assuming a Options Scheme Participant holds, on the Record
Date, 1,000 White Energy Options exercisable at AUD$1.00 on or before 30 August
2010, such Options Scheme Participant shall receive:

       

      


      
        
          
             


          

          
            27

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (a)

              	
                350
      Purchaser Options (1,000 multiplied by
0.35000);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                exercisable,
      at the Options Scheme Participant’s election, on or before 30 August 2010
      at:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                AUD$2.85;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                US$2.35.

              


      

       

      It is
noted that the above numbers and figures are provided solely for the purpose of
this example and are not representations or warranties in any
respect.

       

      
        	
                5.3

              	
                Consideration
      Shares – Example based on $140.00 million of Adjusted
  Funds

              


      

       

      
        	
                 
      

              	
                For
      the avoidance of doubt, if, for
example:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      White Energy Diluted Shares at the Effective Date are 192,277,902 ordinary
      shares;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      White Energy Market Value at the Effective Date is
      $480,694,755;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                there
      are $140.0 million of Adjusted Funds available on the Effective Date, and
      therefore the Transaction Value is
$620,694,755;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Percentage Interest is 0.774446298 ($480,694,755/$620,694,755) and the
      result of the equation in Section 4.3(a)(iv)
      is 0.22553702;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                solely
      for the purpose of this example, the Purchaser Outstanding Shares shall be
      taken to be 14,000,000 (being the number of Purchaser Shares as at the
      Execution Date);

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      Total Adjusted Outstanding Shares are therefore 62,069,476 Purchaser
      Shares;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Consideration Shares to be issued to the Scheme Participants on the Merger
      Implementation Date is 48,069,476 Shares (62,069,476 –
      14,000,000);

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      Share Issue Ratio is the result of 48,069,476 divided by 192,277,902 and
      is 0.25000;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                assuming
      a White Energy Shares Scheme Participant holds 1,000 White Energy Shares
      on the Record Date, such White Energy Shares Scheme Participant shall
      receive 250 Purchaser Shares (1,000 multiplied by
  0.25000).

              


      

       

      It is
noted that the above numbers and figures are provided solely for the purpose of
this example and are not representations or warranties in any
respect.

       

      
        	
                5.4

              	
                Purchaser
      Options – Example based on $140.00 million of Adjusted
    Funds

              


      

       

      For the
avoidance of doubt, if, for example and using the above example, the Share Issue
Ratio is 0.25000, and assuming a Options Scheme Participant holds, on the Record
Date, 1,000 White Energy Options exercisable at AUD$1.00 on or before 30 August
2010, such Options Scheme Participant shall receive:

       

      
        	
                 
      

              	
                (a)

              	
                250
      Purchaser Options (1,000 multiplied by
0.25000);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                exercisable,
      at the Options Scheme Participant’s election, on or before 30 August 2010
      at:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                AUD$4.00;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                US$3.29.

              


      

       

      


      
        
          
             


          

          
            28

            
              

            

          

          
             


          

        

      

      


      It is
noted that the above numbers and figures are provided solely for the purpose of
this example and are not representations or warranties in any
respect.

      
        	
                   

              


      

      
        
          	
                  6.

                	
                  MANAGEMENT
      AND CONTROL OF THE PURCHASER

                


        

         

      

      
        	
                6.1

              	
                Composition
      of the Board of Directors

              


      

       

      
        	
                 
      

              	
                (a)

              	
                On
      the Merger Implementation Date, White Energy will appoint four (4) Persons
      to serve as members of the Board of Directors of the Purchaser, and one
      (1) Independent (as defined in clause 6.1(e)) Person designated by the Purchaser’s Board
      of Directors prior to the Second Court Date and approved by White Energy
      shall serve as the remaining member of the Purchaser’s Board of
      Directors.  The Chairman of the Board of Directors of the
      Purchaser shall be designated by White
Energy.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                For
      the purposes of Section 6.1(a), White Energy shall be entitled to increase
      the number of members on the Board of Directors of the Purchaser to such
      number as it considers reasonably appropriate, in its sole discretion, but
      subject to maintaining the same ratio of members appointed by White Energy
      to members appointed by the
Purchaser.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                For
      the purposes of Section 6.1(a),
      White Energy shall nominate those Persons it wishes to appoint to the
      Board of Directors of the Purchaser not later than ten (10) Business Days
      following the Execution Date, at which time the documents needed to
      perform background checks on such persons shall be provided to the
      President and Secretary of the Purchaser.  The names, ages and
      business backgrounds of such Persons shall be included in the Purchaser
      Proxy Statement.  Each such Person appointed to the Board of
      Directors of the Purchaser shall furnish to Purchaser all relevant
      background information as may be required to be disclosed under U.S.
      securities laws in connection with their
  appointment.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                For
      the purposes of Section 6.1(a), the
      Purchaser shall nominate those Persons that will serve on the Board of
      Directors of the Purchaser not later than ten (10) Business Days following
      the Execution Date, at which time the documents needed to perform
      background checks on such persons shall be provided to the Company
      Secretary of White Energy.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                For
      the purpose of this clause 6, Independent
      means independent for the purposes of the NYSE
  Rules.

              


      

      
        	
                   

              


      

      
        
          	
                  7.

                	
                  MISCELLANEOUS

                


        

         

      

      
        	
                7.1

              	
                Change
      of Name

              


      

       

      As soon
as practicable following the Merger Implementation Date, the Parties will
procure that the name of the Purchaser be changed to “White Energy Technology Inc”
or such other name as shall be acceptable to White Energy.

       

      
        	
                7.2

              	
                Delisting

              


      

       

      As soon
as practicable after the Merger Implementation Date, White Energy will
apply:

       

      
        	
                 
      

              	
                (a)

              	
                for
      termination of official quotation of White Energy Shares on ASX;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                arrange
      for it to be removed from the official list of
  ASX.

              


      

       

      
        	
                7.3

              	
                Preparation
      of Purchaser Proxy Statement

              


      

       

      


      
        
          
             


          

          
            29

            
              

            

          

          
             


          

        

      

      


      Representatives
of White Energy will use all reasonable endeavours to cooperate with the legal
and financial representatives of the Purchaser in connection with the
preparation of the Purchaser Proxy Statement and such other documentation as may
be required for the purposes of the implementation of the Scheme and any
transactions contemplated by this Agreement or the Scheme, including, without
limitation:

       

      
        	
                 
      

              	
                (a)

              	
                providing
      the Purchaser and its representatives with all business, legal and audited
      and unaudited financial statements concerning White Energy and the
      Subsidiary Corporations and their respective businesses and management as
      is required under the Securities Exchange Act for inclusion in the
      Purchaser Proxy Statement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                reviewing
      and commenting on one or more drafts of the Purchaser Proxy Statement
      furnished by the legal and financial representatives of the Purchaser;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                meeting
      with and answering questions of, or providing information to, Purchaser’s
      investment bankers, Existing Purchaser Shareholders and other Persons who
      may be purchasing Purchaser Shares from Existing Purchaser Shareholders in
      connection with one or more buy-back transactions or in connection with
      the sale and issuance of additional Purchaser Shares prior to the Second
      Court Date.

              


      

       

      
        	
                7.4

              	
                Mailing
      of Purchaser Proxy Statement and Purchaser Shareholders
      Meeting

              


      

       

      Unless
otherwise agreed by the Purchaser and White Energy:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Purchaser Proxy Statement shall be mailed to the Purchaser Shareholders
      not later than five (5) Business Days after White Energy shall have
      obtained the White Energy Shareholders Approval;
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Purchaser Shareholders Meeting shall be held after the Court Convened
      Meetings and not more than twenty (20) Business Days following the mailing
      of the Purchaser Proxy Statement to the Purchaser
      Shareholders.

              


      

       

      
        	
                7.5

              	
                Costs
      and Certain Purchaser Obligations

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Purchaser shall be responsible to pay all legal, banking and other costs
      and expenses related to the preparation and distribution of the Purchaser
      Proxy Statement and such other documentation as may be required for the
      purposes of the implementation of the Schemes and any transactions
      contemplated by this Agreement or the Schemes and in complying with the
      provisions of Section 3.1(c) of this
      Agreement.  To this end, the Purchaser shall procure that all
      third parties submit their invoices or accounts (including estimates of
      fees payable for all future work to be completed) to the Purchaser on or
      before the Second Court Date.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                White
      Energy shall bear its own professional and other costs and expenses
      incurred by White Energy in complying with its obligations under Section 7.2 above.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                As
      set forth on Schedule A to Exhibit 2 hereto, on the
      Merger Implementation Date, the Purchaser shall (i) repay its indebtedness
      to TAG Virgin Islands, Inc. (ii) pay a finders’ fee to TAG Virgin Islands,
      Inc., and (iii) certain Affiliates of Purchaser shall issue to TAG Virgin
      Islands, Inc. 100,000 ordinary shares of the
  Purchaser.

              


      

       

      
        	
                7.6

              	
                Dates

              


      

       

      The
Parties agree and acknowledge that all proposed dates and times relevant to the
Schemes may be varied by mutual agreement of the Parties.

       

      


      
        
          
             


          

          
            30

            
              

            

          

          
             


          

        

      

      


      
        


      

      
        	
                   

              


      

      
        
          	
                  8.

                	
                  TERMINATION

                


        

         

      

      
        	
                8.1

              	
                Termination

              


      

       

      This
Agreement may be terminated at any time prior to the Second Court
Date:

       

      
        	
                 
      

              	
                (a)

              	
                by
      either the Purchaser or White Energy if any judicial entity or authority
      (including the Court) or Regulatory Authority has issued an order, decree
      of ruling or taken any other action permanently enjoining, restraining or
      otherwise prohibiting the Schemes and other transactions contemplated by
      this Agreement and such order, decree, ruling or other action shall have
      become final and non appealable;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                by
      either the Purchaser or White Energy if the other Party is in material
      breach of any provision of this Agreement before the Second Court Date;
      provided that the non-breaching Party (either the Purchaser or White
      Energy, as the case may be) has given notice to the other Party setting
      out the relevant circumstances and stating an intention to terminate this
      Agreement and, unless such breach shall be cured to the reasonable
      satisfaction of the non-breaching Party within seven (7) Business Days (or
      any shorter period ending at 5.00 pm on the day before the Second Court
      Date) from the time such notice is given, the non-breaching Party may, in
      its sole discretion, terminate this Agreement by a further notice in
      writing to the other Party; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                by
      either the Purchaser or White Energy if the Schemes (as described in
      Section 4) are not approved by the majority of
      Scheme Participants required under the Corporations
  Act.

              


      

       

      
        	
                8.2

              	
                Effect
      of Termination

              


      

       

      In the
event of termination of this Agreement by either the Purchaser or White Energy
pursuant to Section 8.1, except to the extent that
such termination results from a breach by any party of its obligations under
this Agreement, this Agreement shall become void and have no effect, without any
liability or obligation on the part of the Purchaser or White Energy, other than
the provisions of Section 15.

      
        	
                   

              


      

      
        
          	
                  9.

                	
                  IMPLEMENTATION

                


        

         

        


      

      
        	
                9.1

              	
                White
      Energy’s Obligations

              


      

       

      White
Energy shall do everything reasonable within its power to implement the Schemes
prior to the End Date, including, without limitation:

       

      
        	
                 
      

              	
                (a)

              	
                Scheme
      Booklet:  The preparation and the dispatch of a Scheme
      Booklet in respect of each of the Schemes to be dispatched to Scheme
      Participants which shall comply with all applicable laws, the Corporations
      Act, RG 142 and the Listing
Rules.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Directors’
      recommendation:  White Energy will state (on the basis of
      statements made to it by each of its directors) that each of the directors
      of White Energy recommends to each of the Scheme Participants that, in the
      absence of a higher offer, the Schemes be approved, which statements shall
      be made following the execution of this
  Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Sub-section 411(17)(b)
      statement:  Apply to the ASIC for the production of a
      statement pursuant to sub-section 411(17)(b) of the Corporations Act
      stating that the ASIC has no objection to the
  Schemes.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Court Convened
      Meetings:  Apply to the Court for an order convening the
      Court Convened Meetings.

              


      

       

      


      
        
          
             


          

          
            31

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (e)

              	
                Court
      Approval:  Apply to the Court for an order approving all
      of the Schemes pursuant to sub-section 411(4)(b) of the Corporations Act,
      if the Schemes are approved by the relevant Scheme Participants at the
      Court Convened Meetings.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Lodge copy of Court
      order:  Lodge with the ASIC an office copy of the Court
      order approving the Schemes if approved by the relevant Scheme
      Participants at the Court Convened Meetings and the
  Court.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Conduct of Business by
      White
      Energy:  During the period from the date of this
      Agreement to the Effective Date, White Energy shall, and shall cause the
      Subsidiary Corporations to, carry on their respective businesses in the
      usual, regular and ordinary course in substantially the same manner as
      conducted until now and in compliance in all material respects with all
      applicable laws and regulations and agreements to which it is a party and
      use reasonable efforts to preserve their relationships with customers,
      suppliers, licensors, licensees, joint venturers and others having
      business dealings with them.

              


      

       

      
        	
                9.2

              	
                The
      Purchaser’s Obligations

              


      

       

      The
Purchaser shall do everything reasonable within its power to implement the
Schemes prior to the End Date, including, without limitation:

       

      
        	
                 
      

              	
                (a)

              	
                Representation:  Procuring
      that the Purchaser is represented by counsel at the Court hearings
      convened for the purposes of sub-section 411(4)(b) of the Corporations
      Act, at which, through its counsel, the Purchaser will undertake (if
      requested by the Court) to do all such things and take all such steps
      within its power as may be necessary in order to ensure the fulfilment of
      its obligations under this Agreement and the
  Schemes.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Deed
      Poll:  Prior to dispatch of the Scheme Booklet,
      execute:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      deed poll under which the Purchaser offers to acquire the White Energy
      Shares at the Record Date and covenants in favour of White Energy Shares
      Scheme Participants generally to perform its obligations under this
      Agreement, the deed poll and the White Energy Shares Scheme (White Energy Shares
      Scheme Deed
      Poll); and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      deed poll under which the Purchaser offers to provide the Options Scheme
      Consideration to the Options Scheme Participants at the Record Date and
      covenants in favour of Options Scheme Participants generally to perform
      its obligations under this Agreement, the deed poll and the Options
      Scheme (Options Scheme Deed
    Poll).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Independent Expert
      Report:  the Purchaser shall provide such information and
      otherwise assist any expert appointed by White Energy in any way
      reasonably requested by the expert to assist in the preparation of its
      report to accompany the Scheme
Booklet.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Conduct of Business by the
      Purchaser:  During the period from the date of this
      Agreement to the Effective Date, the Purchaser shall carry on its business
      in the usual, regular and ordinary course in substantially the same manner
      as conducted until now and in compliance in all material respects with all
      applicable laws and regulations and agreements to which it is a party and
      use reasonable efforts to preserve its relationships with customers,
      suppliers, licensors, licensees, joint venturers and others having
      business dealings with it.

              


      

       

      


      
        
          
             


          

          
            32

            
              

            

          

          
             


          

        

      

      


      
        


      

      
        	
                   

              


      

      
        
          	
                  10.

                	
                  COVENANTS
      BY WHITE ENERGY

                


        

         

      

      
        	
                10.1

              	
                Conduct
      of Business by White Energy

              


      

       

      
        	
                 
      

              	
                (a)

              	
                During
      the period from the Execution Date to the Merger Implementation Date, each
      of White Energy and the Subsidiary Corporations shall carry on their
      respective businesses in the usual, regular and ordinary course in
      substantially the same manner as conducted until now and in compliance in
      all material respects with all applicable laws and regulations and
      agreements to which they are a party and use reasonable efforts to
      preserve their relationships with customers, suppliers, licensors,
      licensees, joint venturers and others having business dealings with
      them.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                In
      addition to and not in lieu of the provisions of Section 10.1, the Parties hereto do hereby acknowledge
      and agree that during the period between the Execution Date and the Second
      Court Date, without the consent or approval of the Purchaser, White Energy
      may issue any White Energy Shares on commercially reasonable
      terms.

              


      

       

      
        	
                10.2

              	
                Covenants
      about White Energy

              


      

       

      White
Energy covenants with the Purchaser that during the period commencing on the
Execution Date and expiring on the Merger Implementation Date, neither White
Energy nor the Subsidiary Corporations will, in connection
with the Business or on behalf of White Energy or the Subsidiary Corporations,
except in the ordinary course of business or as contemplated by this Agreement,
without the prior written consent of the Purchaser:

       

      
        	
                 
      

              	
                (a)

              	
                enter
      into, terminate or alter any term of any Material Contract or other
      material commitment;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                incur
      any material liability;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                acquire
      any material asset or authorise any material capital expenditure (except
      in accordance with existing capital expenditure
  programs);

              


      

       

      
        	
                 
      

              	
                (d)

              	
                dispose
      of, agree to dispose of, assign, agree to assign, encumber or grant any
      option over any of its assets or any interest in any of
    them;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                hire
      or terminate the employment of or pay or agree to pay any bonus or
      allowance to any employee or alter the terms of employment (including the
      terms of superannuation or any other benefit) of any
    employee;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                issue
      any additional Subsidiary Corporations Shares, or grant any option to
      subscribe for any security in White Energy or the Subsidiary Corporations
      or allot or issue or agree to allot or issue any security, share or loan
      capital or any security convertible into any share or loan capital in
      White Energy or any of the Subsidiary
  Corporations;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                resolve
      to reduce or increase the Subsidiary Corporations Shares or capital in any
      way;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                enter
      into a buy-back agreement or resolve to approve the terms of a buy-back
      agreement on behalf of White Energy or the Subsidiary
      Corporations;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                declare
      or pay any dividend or make any other distribution of White Energy’s or
      the Subsidiary Corporations’ assets or
profits;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                alter
      or agree to alter White Energy’s or any of the Subsidiary Corporations’
      constitutions;

              


      

       

      


      
        
          
             


          

          
            33

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (k)

              	
                pass
      any resolution;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                amend or modify any executed Material
      Contract;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                resolve
      any material programs or budgets;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                issue
      or sell any Additional White Energy Securities between the Execution Date
      and the Second Court Date that consist
of:

              


      

       


      
        	 	

                (i)

              	White
      Energy Shares, or
	 	 	 
	
                 
      

              	
                (ii)

              	
                other
      Additional White Energy Securities that are convertible into or
      exercisable for additional White Energy
Shares,

              


      

       

       
which, if issued or sold, would result in a Dilutive Issuance, unless
such issuance or sale is either

       

      
        	
                 

              	(A)	approved
      and consented to in writing by the Purchaser, or
	 	 	 
	
                 
      

              	
                (B)

              	
                if
      the prior written consent of the Purchaser is not obtained and White
      Energy nonetheless elects to consummate such issuance or sale of Dilutive
      Issuance Additional White Energy Securities between the Execution Date and
      the Second Court Date, such issuance or sale shall reduce the White Energy
      Per Share Value, as provided herein;
or

              


      

       

      
        	
                 
      

              	
                (o)

              	
                otherwise
      take any action that would result in or reasonably be expected to result
      in a Prohibited Occurrence in respect of White Energy or the Subsidiary
      Corporations.

              


      

       

      
        	
                10.3

              	
                Further
      Covenants by White Energy

              


      

       

      
        	
                 
      

              	
                (a)

              	
                White
      Energy hereby covenants in favour of the Purchaser that during the period
      commencing on the Execution Date and expiring on the Second Court Date it
      will:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                allow
      the Purchaser to carry out a financial, commercial and legal due diligence
      in relation to White Energy and the Subsidiary Corporations and will
      provide the Purchaser with all relevant information in respect of White
      Energy and the Subsidiary Corporations, in order for the Purchaser to
      complete this due diligence;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                cooperate
      with the Purchaser’s Investment Bankers in obtaining additional Purchaser
      Funds for the Purchaser; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                not
      solicit or negotiate with any third party in respect of any proposed
      tender offer, merger or takeover proposal involving White Energy or any of
      the Subsidiary Corporations, or take any action which could reasonably be
      expected to make the Schemes contemplated by this Agreement impossible or
      impracticable to consummate.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                White
      Energy will use all reasonable endeavours to ensure that, to the best of
      its knowledge, information and belief (after due investigation and inquiry
      by its senior executive officers), none of the information regarding
      itself or the Subsidiary Corporations supplied by White Energy, or any of
      their representatives expressly for inclusion in the Purchaser Proxy
      Statement (including any information included in the financial statements
      or other financial information required to be included in the Purchaser
      Proxy Statement) will contain any untrue statement of a material fact or
      omit to state any material fact required to be stated therein or necessary
      in order to make the statements therein in light of the circumstances
      under which they were made, not misleading. If at any time prior to Second
      Court Date, a change in such information which would make the preceding
      sentence incorrect should be discovered by White Energy or the Subsidiary
      Corporations, as applicable, will promptly notify Purchaser of such
      change. White Energy and the Subsidiary Corporations agree, and agree to
      cause their respective representatives to, reasonably cooperate with
      Purchaser in its preparation of the Purchaser Proxy Statement and the
      filing of the Purchaser Proxy Statement with the
  SEC.

              


      

       

      


      
        
          
             


          

          
            34

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (c)

              	
                White
      Energy hereby covenants in favour of the Purchaser that during the period
      commencing on the Second Court Date and expiring on the Merger
      Implementation Date it will not issue or agree to issue any White Energy
      Shares or any other securities
whatsoever.

              


      

       

      
        	
                10.4

              	
                Break
      up Fee

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Parties hereto acknowledge that in the event that, for any reason, the
      Schemes Participants shall not approve the Schemes contemplated hereby at
      the Schemes Meetings, the Purchaser may be required to liquidate and
      return the trust fund to its public shareholders on or after 31 January
      2010.  Accordingly, in the event that the Schemes Participants
      shall not approve the Schemes contemplated hereby at the Schemes Meetings,
      if the Purchaser shall thereafter be forced to liquidate or otherwise
      return the trust fund to its public shareholders, and if at any time
      thereafter, up to and including 31 January 2010, White Energy shall
      either:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                consummate
      or be subject to a Sale of Control;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                obtain
      financing for the Business in excess of the Minimum Amount (whether
      through direct investment, a joint venture or otherwise) from any Person
      who is not an Affiliate or associate of White
  Energy,

              


      

       

      then, and
upon the occurrence of either of such events, White Energy shall, simultaneous
with consummation of any such Sale of Control or such financing referred to in
section (ii) above, be responsible to pay or cause to be paid to the Purchaser,
the sum of Six Million Dollars ($6,000,000) as a break-up fee (the Breakup Fee)

       

      
        	
                 
      

              	
                (b)

              	
                The
      provisions of Section 10.4(a) above
      shall be subject to the provisions of Section 10.4(d)
      below, and shall terminate on the earlier to occur of either of the
      following events:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Schemes Participants shall have approved the Schemes contemplated hereby
      at the Scheme Meetings;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                White
      Energy shall have been successful in procuring the White Energy Majority
      Shareholders Consents.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Parties and their respective boards of directors do hereby agree and
      acknowledge that the Breakup Fee (representing only approximately 1.25% of
      the estimated White Energy Market Value) is reasonable under the
      circumstances and represents a reasonable estimation of the loss and
      damage that may be suffered and incurred by the Purchaser as a result of
      the Schemes contemplated by this Agreement not being consummated by reason
      of the Schemes Participants Shareholders not approving the
      Schemes.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      the provisions of Section 10.4(c) above, if it is found by any court of
      competent jurisdiction in Australia from which no appeal can or shall be
      taken that the Breakup Fee or any part of the Breakup Fee (the Impugned Amount) (i)
      is or was or would be unlawful; (ii)
      constitutes a breach of the fiduciary duties of the directors of White
      Energy; or (iii) constitutes an Unacceptable Circumstances, then, and in such
      event:

              


      

       

      


      
        
          
             


          

          
            35

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (i)

              	
                the
      undertaking shall not apply to the extent of the Impugned
      Amount;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Person making payment of such Breakup Fee shall have a good defence to any
      claim for the Impugned Amount; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                if
      the other Party has been paid the Impugned Amount, that Party must
      immediately refund the Impugned Amount to the
  Payer.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Provided
      that the Purchaser shall have complied with all of its representations and
      warranties contained in this Agreement and shall have performed all of the
      covenants and agreements on its part to be performed hereunder (unless
      such performance by the Purchaser shall have been rendered irrelevant
      because the Schemes Participants shall not approve the Schemes
      contemplated hereby at the Schemes Meetings), neither White Energy nor any
      officer or director of White Energy shall commence any action or
      proceeding of the nature contemplated by Section 10.4(d) to dispute all or
      any portion of the Breakup Fee.

              


      

       

      
        	
                10.5

              	
                Event
      affecting value of White Energy
Shares

              


      

       

      If, on or
before Merger Implementation Date, an event occurs which has or may have a
Material Adverse Effect on the profitability or value of White Energy, or the
value of the Business shall have occurred, White Energy must, immediately upon
becoming aware of that event, give written notice to the Purchaser fully
describing the event.

      
        	
                   

              


      

      
        
          	
                  11.

                	
                  COVENANTS
      BY THE PURCHASER

                


        

         

      

      
        	
                11.1

              	
                Conduct
      of Business by the Purchaser

              


      

       

      During
the period from the Execution Date to the Merger Implementation Date, the
Purchaser shall carry on its Business in the usual, regular and ordinary course
in substantially the same manner as conducted until now and in compliance in all
material respects with all applicable laws and regulations and agreements to
which it is a party and use reasonable efforts to preserve their relationships
with customers, suppliers, licensors, licensees, joint venturers and others
having business dealings with them.

       

      
        	
                11.2

              	
                Covenants
      about the Purchaser

              


      

       

      The
Purchaser covenants with White Energy that during the period commencing on the
Execution Date and expiring on the Merger Implementation Date, the Purchaser
will not, except as contemplated by this Agreement, without the prior written
consent of White Energy:

       

      
        	
                 
      

              	
                (a)

              	
                enter
      into, terminate or alter any term of any material contract or
      commitment;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                incur
      any additional Material Purchaser
Liability;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                acquire
      any material asset or authorise any material capital
      expenditure;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                dispose
      of, agree to dispose of, assign, agree to assign, encumber or grant any
      option over any of its current or future assets or any interest in any of
      them;

              


      

       

      


      
        
          
             


          

          
            36

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (e)

              	
                hire
      or terminate the employment of or pay or agree to pay any bonus or
      allowance to any employee or alter the terms of employment (including the
      terms of superannuation or any other benefit) of any
    employee;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                except for Warrants or Other Warrants listed on
      Sections
      1(c) and (d) of Exhibit
      2 hereto, grant any option to
      subscribe for any security in the Purchaser or allot or issue or agree to
      allot or issue any security, share or loan capital or any security
      convertible into any share or loan capital in the Purchaser or enter into
      any agreement with respect to the ownership or control of any securities
      of the Purchaser; provided,
      however, that from and after the Execution Date and on any one or
      more occasions on or before the Second Court Date, the Purchaser shall
      have the right to issue and sell

              


      

       

      (i)           
additional Purchaser Shares or

       

      (ii)           other
Additional Purchaser Securities of the Purchaser

       

      (in each
case, upon terms and conditions that shall be reasonably satisfactory to White
Energy) for the sole purpose of purchasing or otherwise acquiring Purchaser
Shares that are then currently owned by any one or more Record Purchaser
Shareholder(s) who (i) shall have advised the Purchaser or its representatives
that such Person will not vote in favour of this Agreement and the Schemes
contemplated hereby, or (ii) wishes to exercise such Person’s right to redeem
such Purchaser Shares and receive payment of the purchase price therefore; and
provided,
further, that the issuance of additional Purchaser Shares for the
foregoing purposes that are issued a per share price of not less than (US)$7.50
and not more than (US)$10.00, will be deemed to have issued on terms
satisfactory to White Energy;

       

      
        	
                 
      

              	
                (g)

              	
                resolve
      to reduce or alter its share capital in any
way;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                buy-back
      Purchaser Shares or enter into a buy-back agreement or resolve to approve
      the terms of a buy-back agreement; provided,
      however, that on or before the Second Court Date, the Purchaser
      shall have the right to buy-back Purchaser Shares from, or enter into one
      or more buy-back agreements with, any one or more Record Purchaser
      Shareholder(s) who shall (i) have advised the Purchaser or its
      representatives that such Person will not vote in favour of this Agreement
      and the Schemes contemplated hereby, or (ii) who wishes to exercise such
      Person’s right to redeem such Purchaser Shares and receive payment of the
      purchase price therefore; provided,
      further, that, after giving effect to all such buy-backs and
      buy-back agreements and the payments made by the Purchaser in connection
      therewith, there shall be not less than the Minimum Amount available on
      the Second Court Date;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                declare
      or pay any dividend or make any other distribution of its assets or
      profits;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                alter
      or agree to alter the Purchaser Organizational Documents (except as
      otherwise contemplated by this
Agreement);

              


      

       

      
        	
                 
      

              	
                (k)

              	
                pass
      any resolution that would have a Material Adverse
  Effect;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                sell
      or issue any Additional Purchaser Securities, other than as contemplated
      in Section
      11.2(f) and
      Section
      11.2(h);
      or

              


      

       

      
        	
                 
      

              	
                (m)

              	
                otherwise
      take any action that would result in or reasonably be expected to result
      in a Prohibited Occurrence in respect of the
  Purchaser.

              


      

       

      


      
        
          
             


          

          
            37

            
              

            

          

          
             


          

        

      

      


      
        	
                11.3

              	
                Further
      Covenants by the Purchaser

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Purchaser covenants in favour of White Energy that during the period
      commencing on the Execution Date and expiring on the Second Court Date or
      such later date as set out in the specific sub-clause below, it
      will:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                allow
      White Energy to carry out a financial, commercial and legal due diligence
      in relation to the Purchaser and will provide White Energy with all
      relevant information in respect of the Purchaser, in order for White
      Energy to complete this due
diligence;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                use
      its best endeavours to ensure that the approval of any third parties (if
      any) is obtained to the issue of the Consideration Shares, the Purchaser
      Options, the Purchaser Convertible Notes and any other Purchaser Shares to
      be issued pursuant to this Agreement (if
  required);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                use
      its best endeavours to obtain and provide confirmation from all third
      party financiers to the Purchaser that they consent to the change of
      control of the Purchaser or that the change of control is not an event of
      default pursuant to any financing
arrangements;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                use
      its best endeavours to increase the amount of Purchaser Funds by the sale
      and issuance of additional Purchaser Shares or other Additional Purchaser
      Securities. All upon such terms and conditions as shall be mutually
      acceptable to White Energy and the
Purchaser;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                use
      its best endeavours to satisfy the condition precedent in Section 3.1(y) and Section 3.1(z);
and

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                ensure
      that the aggregate amount of the Adjusted Funds that are available to the
      Purchaser and White Energy as at the Merger Implementation Date shall be
      not less than the Minimum Amount.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Other
      than as contemplated by this Agreement, the Purchaser hereby covenants in
      favour of White Energy that during the period commencing on the Second
      Court Date and expiring on the Merger Implementation Date it will not
      issue or agree to issue any Purchaser Shares or any other securities
      whatsoever.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Purchaser shall cause the Purchaser Shareholders Meeting to be duly called
      and held as soon as reasonably practicable for the purpose of seeking the
      Purchaser Shareholder Approvals, pursuant to the requirements of
      Purchaser’s Organizational Documents, applicable law and applicable stock
      exchange requirements.  The Purchaser shall use its best efforts
      to cause its board of directors to recommend that its shareholders vote in
      favour of the matters required for Purchaser Shareholder
      Approvals.  In connection with the Purchaser Shareholders
      Meeting, Purchaser shall:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                prepare
      and mail to its shareholders the Purchaser Proxy Statement meeting the
      requirements of the Securities Exchange Act (determined as if compliance
      with Regulation 14A thereunder were required) and all other proxy
      materials for the Purchaser Shareholders
  Meeting;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                use
      its best efforts to obtain the Purchaser Shareholder Approvals;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                will
      otherwise comply with applicable legal requirements with respect to the
      Purchaser Shareholder Meeting.

              


      

       

      


      
        
          
             


          

          
            38

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (d)

              	
                Purchaser
      agrees that the Purchaser Proxy Statement will comply in all material
      respects with all of the requirements of the Securities Exchange Act
      (determined as if compliance with Regulation 14A thereunder were required)
      and Purchaser will ensure that the Purchaser Proxy Statement will not
      contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary in order to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading, except that no representation or warranty is
      made by Purchaser with respect to information supplied in writing by White
      Energy or the Subsidiary Corporations expressly for inclusion in the
      Purchaser Proxy Statement.  Purchaser shall promptly correct any
      information provided by it for use in the Purchaser Proxy Statement if and
      to the extent that such information becomes false or misleading and shall
      take all steps necessary to cause the Purchaser Proxy Statement as so
      corrected to be filed with the SEC and disseminated to its shareholders as
      and to the extent required by the Securities Act or the Securities
      Exchange Act (determined as if compliance with Regulation 14A thereunder
      were required) and to White Energy. Purchaser shall give White Energy and
      its counsel a reasonable opportunity to review and comment on the
      Purchaser Proxy Statement, and any amendments or supplements thereto,
      prior to the filing of any such documents with the SEC and Purchaser will
      give due consideration to White Energy's comments. Purchaser will provide
      to White Energy and its counsel any comments that Purchaser or its counsel
      may receive from the SEC or its staff, whether written or oral, with
      respect to the Purchaser Proxy Statement promptly after receipt of any
      such comments. Purchaser will use its reasonable best efforts to respond
      promptly to any comments received from the SEC or its
    staff.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                With
      respect to any information change notice delivered by White Energy to
      Purchaser pursuant to Section 10.3(b) hereof,
      Purchaser shall promptly correct any such information in the Purchaser
      Proxy Statement and shall take all steps necessary to cause the Purchaser
      Proxy Statement as so corrected to be disseminated to its shareholders as
      and to the extent required by the Securities Exchange Act (determined as
      if compliance with Regulation 14A thereunder were
    required).

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Until
      the earlier of the Merger Implementation Date or the termination of this
      Agreement, Purchaser shall not:

              


      

       

      
        	
                 
      

              	
                 (i)

              	
                solicit,
      encourage, directly or indirectly, any inquiries, discussions or proposals
      for;

              


      

       

      
        	
                 
      

              	
                 (ii)

              	
                continue,
      propose or enter into any negotiations or discussions looking
      toward;

              


      

       

      entering
into any agreement or understanding providing for any acquisition of any capital
shares of Purchaser or any part of its assets or Business (in whole or in part),
nor shall Purchaser provide any information to any Person for the purpose of
evaluating or determining whether to make or pursue any such inquiries or
proposals with respect to any such acquisition. Purchaser shall immediately
notify White Energy of any such inquiries or proposals or requests for
information for such purpose.

       

      
        	
                11.4

              	
                Event
      affecting value of Purchaser Shares

              


      

       

      If, on or
before the Merger Implementation Date, a Material Adverse Effect on the
profitability or value of the Purchaser Shares or the Consideration Shares, or
the available Purchaser Funds shall have occurred, the Purchaser must,
immediately upon becoming aware of that event, give written notice to White
Energy fully describing the event.

       

      


      
        
          
             


          

          
            39

            
              

            

          

          
             


          

        

      

      


      
        
          	
                   
      

                	 


        

      

      
        	
                   

              


      

      
        
          	
                  12.

                	
                  REPRESENTATIONS
      AND WARRANTIES BY WHITE ENERGY

                


        

         

      

      
        	
                12.1

              	
                Representations
      and Warranties

              


      

       

      The
representations and warranties of White Energy set forth on Exhibit
1 annexed hereto are hereby incorporated by reference in this Agreement,
as though more fully set forth herein at length.  White Energy
represents and warrants to the Purchaser, as an inducement to the Purchaser to
enter into this Agreement and it is a condition of this Agreement that the
statements set out in Exhibit
1 are and will be true, complete and accurate at the Execution Date, the
Second Court Date and at the Merger Implementation Date, except as otherwise
disclosed in the White Energy Disclosure Schedule.

       

      
        	
                12.2

              	
                Indemnity

              


      

       

      White
Energy hereby agrees to indemnify and hold harmless the Purchaser against any
Claim against the Purchaser to the extent that the Claim arises from or is in
connection with:

       

      
        	
                 
      

              	
                (a)

              	
                any
      breach of any representation or warranty set out in Exhibit
      1, other than any representation or warranty, the breach of which
      could not be reasonably expected to have a Material Adverse Effect on
      White Energy or any of the Subsidiary Corporations, either individually or
      as a consolidated whole, or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      failure by White Energy to perform any of their respective covenants and
      agreements to be performed under this
Agreement.

              


      

       

      
        	
                12.3

              	
                Repetition
      on Second Court Date and Merger Implementation
  Date

              


      

       

      The
matters set out in Exhibit
1 will be taken to be repeated by White Energy on the Second Court Date
and the Merger Implementation Date with reference to the facts and circumstances
existing at that date.

      
        	
                   

              


      

      
        
          	
                  13.

                	
                  REPRESENTATIONS
      AND WARRANTIES BY THE PURCHASER

                


        

         

      

      
        	
                13.1

              	
                Representations
      and Warranties

              


      

       

      The
representations and warranties of the Purchaser set forth in Exhibit
2 annexed hereto are hereby incorporated by reference in this Agreement,
as though more fully set forth herein at length.  The Purchaser
represents and warrants to White Energy, as an inducement to White Energy and
White Energy to enter into this Agreement and it is a condition of this
Agreement that the statements set out in Exhibit
2 are and will be true, complete and accurate, at the Execution Date, at
the Second Court Date and the Merger Implementation Date, except as disclosed in
the Purchaser Disclosure Schedule.

       

      
        	
                13.2

              	
                Indemnity
      by Purchaser

              


      

       

      The
Purchaser hereby agrees to indemnify and hold harmless White Energy against any
Claim against White Energy, or the Subsidiary Corporations to the extent that
the Claim arises from or is in connection with:

       

      
        	
                 
      

              	
                (a)

              	
                any
      breach of any representation or warranty set out in Exhibit
      2, other than any representation or warranty, the breach of which
      could not be reasonably expected to have a Material Adverse Effect on the
      Purchaser;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      failure by the Purchaser to perform any of its covenants and agreements to
      be performed under this Agreement;
or

              


      

       

      


      
        
          
             


          

          
            40

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (c)

              	
                any
      Material Purchaser Liability which occurred or which was incurred or arose
      prior to the Second Court Date, including specifically, any Material
      Liability relating to the China Tel
Transaction.

              


      

       

      
        	
                13.3

              	
                Repetition
      on Second Court Date and Merger Implementation
  Date

              


      

       

      The
matters set out in Exhibit
2 will be taken to be repeated by the Purchaser on the Second Court Date
and the Merger Implementation Date with reference to the facts and circumstances
existing at that date.

      
        	
                   

              


      

      
        
          	
                  14.

                	
                  GENERAL
      REPRESENTATIONS AND WARRANTIES AND ACKNOWLEDGEMENTS BY ALL
      PARTIES

                


        

         

      

      
        	
                14.1

              	
                Representations
      and warranties

              


      

       

      Each
Party represents and warrants to the other Parties that:

       

      
        	
                 
      

              	
                (a)

              	
                if
      a Party is a corporation, it is duly registered under the relevant and
      appropriate legislation;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      entry into and performance of this Agreement by the Party does not
      constitute a breach of any obligation (including any statutory,
      contractual or fiduciary obligation), or default under any agreement or
      undertaking, by which the Party is
bound;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Party has taken all necessary action to authorise the execution, delivery
      and performance of this Agreement in accordance with its terms;
      and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                no
      Event of Insolvency has occurred in relation to the Party nor is there any
      act which has occurred or any omission made which may result in an Event
      of Insolvency occurring in relation to the
  Party.

              


      

      
        	
                   

              


      

      
        
          	
                  15.

                	
                  CONFIDENTIALITY

                


        

         

      

      
        	
                15.1

              	
                Terms
      to remain confidential

              


      

       

      Each
Party is to keep confidential the terms of this Agreement, and any
other  Confidential Information obtained in the course of furthering
this Agreement, or during the negotiations preceding this Agreement, and is not
to disclose it to any Person except:

       

      
        	
                 
      

              	
                (a)

              	
                to
      employees, legal advisers, auditors and other consultants requiring the
      information for the purposes of this
Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                with
      the consent of the other Parties;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                if
      the information is, at the date of this Agreement, lawfully in the
      possession of the recipient of the information through sources other than
      any of the other Parties;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                if
      required by law or a stock
exchange;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                if
      strictly and necessarily required in connection with legal proceedings
      relating to this Agreement;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                if
      the information is generally and publicly available other than as a result
      of a breach of confidence; or

              


      

       

      


      
        
          
             


          

          
            41

            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                (g)

              	
                to
      a financier or prospective financier (or its advisers) of a
      Party.

              


      

       

      
        	
                15.2

              	
                Disclosure
      of Information

              


      

       

      A Party
disclosing Confidential Information must use all reasonable endeavours to ensure
that Persons receiving Confidential Information from it do not disclose the
information except in the circumstances permitted by this
Agreement.

       

      
        	
                15.3

              	
                Obligations
      continuing

              


      

       

      The
obligations under this Section 15 contain
obligations, separate and independent from the other obligations of the Parties
and remain in existence for a period of five (5) years from the Execution Date,
regardless of any termination of this Agreement.

       

      
        	
                15.4

              	
                Stock
      Exchange Listing

              


      

       

      The
Parties acknowledge that White Energy is a company listed on ASX and accordingly
is required to make certain disclosures in the circumstances set out in the ASX
Listing Rules.  The Parties acknowledge that Purchaser is a company
listed on NYSE Alternext and accordingly is required to make certain disclosures
in the circumstances set out in the NYSE Alternext  Listing Rules and
as required by U.S. securities laws.

       

      
        	
                15.5

              	
                Agreed
      announcement

              


      

       

      A party
may not make any other public announcement release any information to the public
relating to the Schemes and any transactions contemplated by this Agreement or
the Schemes (including the fact that the parties have executed this Agreement)
unless:

       

      
        	
                 
      

              	
                (a)

              	
                the
      other party has consented, such consent not to be unreasonably withheld or
      delayed, to the announcement, including the form and content of that
      disclosure; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      announcement must be made in order to comply with any law, regulation or
      rule of the SEC or a stock exchange, and the party making the announcement
      has provided the other party with at least one Business Day notice of the
      requirement to make the announcement and a copy of the proposed draft
      announcement.

              


      

      
        	
                   

              


      

      
        
          	
                  16.

                	
                  DEFAULT

                


        

         

      

      If any of
the Parties (Defaulting
Party) shall default in the due observance or performance of any of its
obligations under this Agreement the observance or performance of which is or
becomes essential and such default shall continue for five (5) Business Days
after the receipt of a notice in writing from:

       

      
        	
                 
      

              	
                (a)

              	
                where
      the Defaulting Party is White Energy – the Purchaser;
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                where
      the Defaulting Party is the Purchaser – White
  Energy,

              


      

       

      to remedy
the default, then the Party or Parties not in default (the Non Defaulting Party) may,
without further notice to the Defaulting Party:

       

      
        	
                 
      

              	
                (a)

              	
                rescind
      this Agreement and be entitled to such damages as to which the Non
      Defaulting Party would be entitled at common law or in equity;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                sue
      the Defaulting Party for specific performance of this
      Agreement.

              


      

       

      


      
        
          
             


          

          
            42

            
              

            

          

          
             


          

        

      

      


      
        
          	
                   
      

                	 


        

      

      
        	
                   

              


      

      
        
          	
                  17.

                	
                  DIRECTORS’
      DUTIES

                


        

         

      

      Nothing
in this Agreement imposes obligations on either party to the extent that
compliance with the relevant section would involve a breach of fiduciary duties
by directors of that party or be otherwise unlawful, provided that the party
must give prior written notice to the other party before taking any action in
respect of which it relies on this section and must, to the extent permitted by
law and as expeditiously as practicable, provide full particulars to the other
party, and consult with the other party in good faith, with respect to the
relevant action.

      
        	
                   

              


      

      
        
          	
                  18.

                	
                  RELEASE

                


        

         

      

      Subject
to section 199A of the Corporations Act, no party, and no officer or director of
a party, shall be liable for anything done or purported to be done in connection
with the Schemes in good faith, but nothing in this section shall exclude any
liability which may arise from a grossly negligent act or omission on the part
of such a person.  Each party receives and holds the benefit of this
release, to the extent that it relates to its officers or directors, as agent
for them.

      
        	
                   

              


      

      
        
          	
                  19.

                	
                  BUSINESS
      DAY

                


        

         

      

      Except
where otherwise expressly provided, where under this Agreement the day on which
any act, matter or thing that is required to be done is not a Business Day, that
act, matter or thing shall be done on the immediately succeeding Business
Day.

      
        	
                   

              


      

      
        
          	
                  20.

                	
                  NOTICES
      AND CERTIFICATES

                


        

         

      

      
        	
                20.1

              	
                Notices
      and Certificates in writing

              


      

       

      Each
notice or certificate authorised or required to be given to a Party shall be in
writing and may be delivered Personally or sent by next day courier service or
facsimile in each case addressed to the Party at its address set out in Section
20.2, or as the case may be to such other address
as it may from time to time notify to the other Parties pursuant to Section 20.3.

       

      
        	
                20.2

              	
                Initial
      address of Parties

              


      

       

      The
initial address of the Parties shall be as follows:

       

      In the
case of the Purchaser:

       

      Asia
Special Situation Acquisition Corp.

      Ugland
House

      South
Church Street

      George
Town, Grand Cayman

      Cayman
Islands

      


      With
copies to:

      


      Dr. Gary Hirst

      1515 International Parkway,

      Suite 2031

      Lake Mary, FL  32746

      Facsimile: INT +(407) 805-0517

      


      -and-

      


      


      
        
          
             


          

          
            43

            
              

            

          

          
             


          

        

      

      


      Hodgson
Russ LLP

      1540
Broadway, Suite 2400

      New York,
New York 10036

      Attn:  Stephen
A. Weiss, Esq.

      Facsimile:  INT
+ (212) 751-4300

      Email: sweiss@hodgsonruss.com

      


      In the
case of White Energy:

       

      Level
11

      213
Miller Street,

      
        North
Sydney, NSW 2059

      

      
        Facsimile:                          INT
+ (61-2) 9959 0099

      

      Attention:  Chief
Financial Officer

       

      With
copies to:

      


      Steinepreis
Paganin

      Level 4,
The Read Buildings

      16
Milligan Street

      PERTH WA
6000

      Attn:
Roger Steinepreis

      Facsimile:
INT +(61-8) 9321 4333

      Email:
roger@steinpag.com.au

      


      -and-

      


      DLA Piper
LLP (US)

      1251
Avenue of the Americas

      New York,
New York  10020

      Attn:
Marjorie Sybul Adams, Esq.

      Facsimile:
INT + (212) 884-8517

      Email:  Marjorie.adams@dlapiper.com

      


      
        	
                20.3

              	
                Change
      of Address

              


      

       

      Each
Party may from time to time change its address by giving notice pursuant to
Section 20.1 to the other Parties.

       

      
        	
                20.4

              	
                Receipt
      of notice

              


      

       

      Any
notice given pursuant to Section 20.1 will be
conclusively deemed to have been received:

       

      
        	
                 
      

              	
                (a)

              	
                in
      the case of Personal delivery, on the actual day of delivery if delivered
      prior to 5.00 pm (local time) on a Business Day or on the next following
      Business Day if delivered after 5.00pm (local time) on a Business Day or
      on a day other than a Business Day;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      sent by mail, on the tenth clear Business Day after the day of posting;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                if
      sent by facsimile or electronic mail, on the day after the facsimile or
      electronic was sent by clear transmission and confirmed as
      received.

              


      

       

      


      
        
          
             


          

          
            44

            
              

            

          

          
             


          

        

      

      


      
        


      

      
        	
                   

              


      

      
        
          	
                  21.

                	
                  NON-ASSIGNMENT

                


        

         

      

      No Party
may assign any or all of its rights and obligations under this Agreement to any
Person except with the prior written consent of the other Parties which consent
shall not be unreasonably withheld or delayed.

      
      

      
        
          	 	 
	
                  22.

                	
                  FURTHER
      ASSURANCE

                


        

         

      

      Each
Party shall sign, execute and do all deeds, acts, documents and things as may
reasonably be required by the other Parties to effectively carry out and give
effect to the terms and intentions of this Agreement.

      
        	
                   

              


      

      
        
          	
                  23.

                	
                  GOVERNING
      LAW

                


        

         

      

      This
Agreement shall be governed by and construed in accordance with the law from
time to time in the State of New South Wales and the Parties agree to submit to
the non-exclusive jurisdiction of the courts of New South Wales and the courts
which hear appeals therefrom.

      
        	
                   

              


      

      
        
          	
                  24.

                	
                  VARIATION

                


        

         

      

      
        	
                 
      

              	
                (a)

              	
                No
      modification or alteration of the terms of this Agreement shall be binding
      unless made in writing dated subsequent to the date of this Agreement and
      duly executed by the Parties.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      a Party proposes an amendment or alteration that will optimise the
      benefits flowing to a Party and not detriment the position or benefits
      flowing to another Party, the Parties agree that they will use their best
      endeavours to implement such amendment or alteration and shall not
      unreasonably withhold their consent to such amendment or
      alteration.

              


      

      
        	
                   

              


      

      
        
          	
                  25.

                	
                  COSTS

                


        

         

      

      
        	
                25.1

              	
                Stamp
      Duty

              


      

       

      All stamp
duty assessed on or in respect of this Agreement or any document or transaction
contemplated by this Agreement shall be paid 50% by the Purchaser and 50% by
White Energy.

       

      
        	
                25.2

              	
                Legal
      Costs

              


      

       

      In
addition to the provisions of Section 7.4 above,
each Party shall bear their own legal costs of and incidental to the
preparation, negotiation and execution of this Agreement.

      
        	
                   

              


      

      
        
          	
                  26.

                	
                  WAIVER,
      REMEDIES CUMULATIVE

                


        

         

      

      
        	
                26.1

              	
                Waiver

              


      

       

      The
waiver by either party of a breach or default by the other party of this
Agreement or a failure to satisfy a condition shall not be construed as a waiver
of any other breach or default or non-fulfilment of this Agreement or of any
other provisions of this Agreement and shall not impair the exercise of any
rights accruing to it under this Agreement thereafter.  All waivers
must be in writing.  Any delay or omission on the part of either party
to exercise or avail itself of any rights accruing to it under this Agreement
shall not operate as a waiver by such party of any breach or default by the
other party of any of the said provisions.

       

      


      
        
          
             


          

          
            45

            
              

            

          

          
             


          

        

      

      


      
        	
                26.2

              	
                Remedies
      Cumulative

              


      

       

      All
rights and remedies provided in this Agreement are cumulative and are not
exclusive of any rights or remedies provided by law.

      
        	
                   

              


      

      
        
          	
                  27.

                	
                  MISCELLANEOUS

                


        

         

      

      
        	
                27.1

              	
                Enforcement
      of Provisions

              


      

       

      If any
provision of this Agreement is invalid and not enforceable in accordance with
its terms, all other provisions which are self-sustaining and capable of
separate enforcement without regard to the invalid provision, shall be and
continue to be valid and forceful in accordance with their terms.

       

      
        	
                27.2

              	
                Sole
      Understanding

              


      

       

      
        	
                 
      

              	
                (a)

              	
                This
      Agreement shall constitute the sole understanding of the Parties with
      respect to the subject matter and replaces all other agreements with
      respect thereto.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                For
      the avoidance of any doubt, the parties agree that the Share Exchange
      Agreement is hereby terminated and of no further force or effect and the
      parties release each other from and in respect of all claims in relation
      to the Share Exchange Agreement.

              


      

       

      
        	
                27.3

              	
                Counterparts

              


      

       

      This
Agreement may be executed in any number of counterparts (including by way of
facsimile) each of which shall be deemed for all purposes to be an original and
all such counterparts taken together shall be deemed to constitute one and the
same instrument.

       

      
        	
                27.4

              	
                Time

              


      

       

      Time
shall be of the essence in this Agreement in all respects.

       

      [balance
of this page intentionally left blank – signature page follows]

       

      


      
        
          
             


          

          
            46

            
              

            

          

          
             


          

        

      

      


      EXECUTED by the Parties as an
Agreement.


       

       

      
        
          	
                  EXECUTED
      BY:

                   

                  ASIA
      SPECIAL SITUATION ACQUISITION CORP.

                  in
      accordance with its constituent documents and Cayman Islands
      law:

                	
                  )

                  )

                  )

                  )

                	 
      
	
                   

                  /s/
      Gary T. Hirst

                	 
      	 
      
	
                  President

                   

                  /s/
      Michael Hlavsa

                	 
      	 
      
	
                  Secretary

                	 
      	 
      


        

        


         

        
          	
                  EXECUTED
      BY:

                   

                  WHITE
      ENERGY COMPANY LIMITED

                  ACN
      071 527 083

                  in
      accordance with the Corporations Act:

                   

                	
                  )

                  )

                  )

                  )

                	 
      
	
                  /s/
      John
      Atkinson

                	 
      	 
      
	
                  Director

                   

                  /s/
      Travers Duncan

                	 
      	 
      
	

                  Director/Secretary

                	 	 


        

      

      
      

    

     

     

    


    
      
        
           


        

        
          47

          
            

          

        

        
           


        

      

    

    


    
      	
              EXHIBIT
      1 – REPRESENTATIONS AND WARRANTIES OF WHITE
  ENERGY

            


    

    


    
      	
              1.

            	
              Share
      capital

            


    

     

    
      	
               
      

            	
              (a)

            	
              (Due Issuance and
      Payment):  The White Energy Shares and the issued and
      outstanding Subsidiary Corporations Shares are fully paid up and
      non-assessable and have been duly issued and
  allotted.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (Shares):  The
      aggregate number of the issued and outstanding White Energy Shares and
      Subsidiary Corporations, and the record and beneficial owners of the White
      Energy Shares or Subsidiary Corporations is set forth on Schedule A to
      this Exhibit
      1.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (No right to subscribe):
      Other than as set out in this Agreement and disclosed to the Purchaser, No
      Person has any right or option to subscribe for or otherwise to acquire
      any further White Energy Shares.

            


    

     

    
      	
               
      

            	
              (d)

            	
              (No preference shares or
      convertible securities):  White Energy does not have any
      preferred or preference shares authorized or issued.  No Person
      has any right to convert any notes or other securities of White Energy
      into White Energy Shares other than as set out in this Agreement or
      disclosed to the Purchaser.

            


    

     

    
      	
               
      

            	
              (e)

            	
              (No warrants or
      options):  There are no outstanding warrants, options,
      contracts, calls, first refusals, commitments, rights or demands of any
      kind relating to the issued or unissued capital of White Energy other than
      as set out in this Agreement or disclosed to the
  Purchaser.

            


    

     

    
      	
               
      

            	
              (f)

            	
              (No other
      allotments):  Other than as set out in this Agreement or
      disclosed to the Purchaser, White Energy is not under any obligation to
      allot any shares to any Person or Persons, or otherwise to alter the
      structure of any part of its unissued share capital, and White Energy is
      not under any obligation to give any option over any part of its unissued
      share capital nor has White Energy offered to do any of the matters stated
      in this sub-paragraph other than as set out in this Agreement or disclosed
      to the Purchaser.

            


    

     

    
      	
              2.

            	
              Effect of this
      Agreement

            


    

     

    The entry
into and performance of this Agreement and all Exhibits hereto and other
documents executed pursuant to this Agreement:

     

    
      	
               
      

            	
              (a)

            	
              will
      not relieve any Person of any contractual or other obligation to White
      Energy or entitle any Person to re-negotiate the terms or conditions of
      any such obligation;

            


    

     

    
      	
               
      

            	
              (b)

            	
              do
      not and will not conflict with, violate or result in a breach by White
      Energy or the occurrence of an event of default under any agreement or any
      law, undertaking to or judgment or Court
order;

            


    

     

    
      	
               
      

            	
              (c)

            	
              will
      not result in any indebtedness, present or future, of White Energy
      becoming due or capable or being declared due and payable before the
      stated maturity date;

            


    

     

    
      	
               
      

            	
              (d)

            	
              will
      not give rise to any contractual or other obligation of White Energy to
      any Person or entitle any Person to require the performance of or
      compliance with any existing contractual or other obligation of White
      Energy; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              will
      not entitle any Person with whom White Energy has a contract or
      arrangement of any kind to terminate that contract or arrangement or to
      impose less favourable terms on White
Energy.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              3.

            	
              White
    Energy

            


    

     

    White
Energy:

     

    
      	
               
      

            	
              (a)

            	
              is
      duly registered, has full corporate power to own its assets and Business
      and to carry on its Business as now conducted;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              has
      done everything reasonably necessary to do business lawfully in all
      jurisdictions in which its Business is carried
  on.

            


    

     

    
      	
              4.

            	
              Contracts and
      Commitments

            


    

     

    
      	
               
      

            	
              (a)

            	
              (Material
      Contracts):  All Material Contracts to which White Energy
      is a party and relating to the Acquisition have been fully disclosed to
      the Purchaser prior to the Execution Date and listed on White Energy’s
      Disclosure Schedule.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (Executed Material
      Contracts):  Each and every Material Contract and other
      instrument or other commitment relating to the Acquisition to which White
      Energy is a party and which is executed, delivered and assigned to White
      Energy on the Second Court Date, represents and will represent a valid and
      binding obligation of all of the parties thereto in accordance with their
      respective terms.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (Unexecuted Material
      Contracts):  Having regard to commercial circumstances,
      White Energy shall use its best efforts to cause to be duly executed and
      delivered on or before the Second Court Date, such Material Contracts
      submitted in draft form and which are not duly executed as at the
      Execution Date as it, in its reasonable opinion, considers necessary for
      White Energy to carry on the
Business.

            


    

     

    
      	
               
      

            	
              (d)

            	
              (No Defaults): White
      Energy has not committed any default or event of default under any
      Material Contract and no event has occurred, which, with the passage of
      time, the giving of notice, or both, would constitute a default or event
      of default under any such Material Contract and such event having not been rectified after
      appropriate notice of the event has been provided to the relevant party
      under the relevant contract or the event is not capable of
      rectification.  To the knowledge of White Energy no other
      party to any Material Contract has committed any default or event of
      default under any such Material Contracts
      and such event having not been rectified after appropriate notice of the
      event has been provided to the relevant party under the relevant contract
      or the event is not capable of
  rectification

            


    

     

    
      	
               
      

            	
              (e)

            	
              (No contracts outside ordinary
      course of business):  White Energy is not a party to any
      contract or commitment relating to the Acquisition which has been entered
      into and which is in existence
that:

            


    

     

    (i)             is
outside the ordinary course of its Business;

     

    
      	
               
      

            	
                (ii)

            	
              even
      if entered into in the ordinary course of its Business, involves or is
      likely to involve obligations or liabilities which by reason of their
      magnitude or nature ought reasonably to be made known to an intending
      purchaser of the White Energy
Shares;

            


    

     

    (iii)             is
not at arm’s length or not on normal commercial terms; or

     

    (iv)             is
long term, substantial or onerous.

     

    
      	
               
      

            	
              (f)

            	
              (No guarantees
      given):  Other than as disclosed to the Purchaser and
      other than guarantees provided in the ordinary course of its business,
      White Energy has not guaranteed or indemnified and is not directly or
      indirectly obliged in any way to guarantee, assume or provide funds to
      satisfy any obligation of any Person, and has not given a letter of
      comfort to any Person.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (g)

            	
              (Material Contracts
      sufficient):  The Material Contracts that are duly
      executed, delivered and assigned to White Energy on the Second Court Date
      are sufficient to conduct the Business of White Energy as currently
      conducted and as expected to be conducted as at the Second Court
      Date.

            


    

     

    
      	
              5.

            	
              Corporate
      matters

            


    

     

    
      	
               
      

            	
              (a)

            	
              (Assets owned by White
      Energy):  White Energy is the legal and beneficial owner
      of all of their assets, which are owned free and clear of any Encumbrance,
      except as disclosed in the White Energy Disclosure Schedule, and on the
      Second Court Date BCBC will hold the exclusive license to the Technology
      throughout the world pursuant to the Licence Agreement and 51% of the
      Adaro Joint Venture and BCBC Singapore will hold 51% of the equity of the
      Bayan Joint Venture.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (Encumbrances): Except as
      disclosed in the White Energy Disclosure Schedule, there are no
      Encumbrances over all or White Energy’ present or future assets or
      revenues of its business.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (Compliance with
      contracts):  White Energy has complied in all material
      respects with:

            


    

     

    
      	
               
      

            	
              (i)

            	
              its
      constitution;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              all
      Material Contracts;

            


    

      


    
      	 	(iii)	any
      instrument to which it is a party or by which it is bound;
and
	 	 	 
	
               
      

            	
              (iv)

            	
              all
      Statutes and other legal requirements and all judgments, orders,
      injunctions and requirements of any Court or Government
      Authority,

            


    

     

    
      	
               
      

            	
              (v)

            	
              and
      there has not occurred any event which, with the passing of time or giving
      of notice, would constitute a material breach or default of any of the
      above.

            


    

     

    
      	
               
      

            	
              (d)

            	
              (No powers of
      attorney):  There are no powers of attorney given by
      White Energy in favour of any Person which are or may come to be in force
      in relation to the Business or White
Energy.

            


    

     

    
      	
               
      

            	
              (e)

            	
              (Officers duly
      appointed):  All of the directors and secretaries of
      White Energy have been duly appointed in accordance with the Corporations
      Act.

            


    

     

    
      	
               
      

            	
              (f)

            	
              (All duties and taxes
      paid):  All stamp duties and other taxes for which White
      Energy is primarily liable in respect of every deed, agreement or other
      document to which White Energy is or has been a party have been duly paid
      or adequately provided for.

            


    

     

    
      	
               
      

            	
              (g)

            	
              (Filings):  White
      Energy has filed all annual returns, resolutions, particulars, other
      forms, returns and documents as and where required to be filed or
      registered, such documents were accurate in all material respects, and
      White Energy is not liable to be struck off the register of
      companies.

            


    

     

    
      	
              6.

            	
              Intellectual
      Property and
      Confidential Information

            


    

     

    (a)         The
White Energy Disclosure Schedule accurately describes:

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (i)

            	
              all
      registered and unregistered business names and
  Trademarks;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              all
      registered Patents; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              all
      applications for registration of Trademarks,
  Patents;

            


    

     

    which
will be as at the Second Court Date owned or used by White Energy in connection
with the Business.

     

    
      	
               
      

            	
              (b)

            	
              (Right and
      title):  Other than as disclosed to the Purchaser by
      White Energy, as at the Execution Date and the Second Court
      Date:

            


    

     

    
      	
               
      

            	
              (i)

            	
              BCBC
      has been legally and validly granted the exclusive right and licence (as a
      licensee) to the Technology throughout the world pursuant to the Licence
      Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              BCBC
      has not granted any sub- licence to Commercialise the Technology to any
      Person (other than to the Bayan Joint Venture Company and River Energy JV
      Limited); and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              White
      Energy will not have assigned or disposed of any right, title or interest
      in the Intellectual Property
Rights.

            


    

     

    (c)          
 (Legally and beneficially
owned):  The Intellectual Property Rights:

     

    
      	
               
      

            	
              (i)

            	
              will
      as at the Second Court Date and pursuant to the Head Licenses be legally
      vested in White Energy (as a sub-licensee), if
  required;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      the best of White Energy’s knowledge, information and belief, are not
      being presently infringed, nor are they the subject of any dispute,
      litigation or expungement application (whether threatened or otherwise);
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              are
      not subject to any licence or authority in favour of any third Person, and
      the exercise of them does not infringe the rights of any other
      Person.

            


    

     

    
      	
               
      

            	
              (d)

            	
              (Confidential
      Information):  There has not been any misuse or
      unauthorised disclosure of any Confidential
  Information.

            


    

     

    
      	
               
      

            	
              (e)

            	
              (Head
      Licence):  The Head Licences are valid, binding and
      enforceable in accordance with its terms.  White Energy has
      complied at all times with the terms of the Head Licences, and no act or
      omission has occurred which would entitle the licensor under the Head
      Licences to terminate that Head
Licences.

            


    

     

    
      	
               
      

            	
              (f)

            	
              (No use by other
      Persons):  White Energy is not aware of any use by any
      other Person of any business name or trade mark owned or used by White
      Energy.

            


    

     

    
      	
               
      

            	
              (g)

            	
              (No infringement of other
      right):  To the best of White Energy’s knowledge,
      information and belief, none of the Intellectual Property Rights or other
      processes now or at any time employed, or the products now or at any time
      produced by White Energy, constitutes or may constitute an unauthorised
      infringement of any intellectual property rights of any other
      Person.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              7.

            	
              Absence of
      Litigation

            


    

     

    
      	
               
      

            	
              (a)

            	
              (No current or pending
      litigation):  White Energy and any Person for whom it may
      be vicariously liable is not engaged in any capacity in any prosecution,
      litigation, arbitration proceedings or administrative or governmental
      challenge or investigation (Litigation).  In addition, no
      Litigation exists involving the Intellectual Property Rights, the
      Technology or the right to Commercialise the
  Technology.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (No pending
      Litigation):  There is no Litigation pending, threatened,
      anticipated or contemplated against White Energy or any Person for whom
      White Energy may be vicariously liable.  In addition, no
      Litigation involving the Intellectual Property Rights, the Technology or
      the right to Commercialise the Technology is currently
      pending.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (No facts giving rise to
      Litigation):  No fact or circumstance exists which may
      give rise to any Litigation which could materially affect the ability of
      White Energy to continue to operate the
  Business.

            


    

     

    
      	
               
      

            	
              (d)

            	
              (No outstanding
      judgments):  There are no unsatisfied or outstanding
      judgments, orders, decrees, stipulations, or notices affecting White
      Energy or any Person for whom White Energy may be vicariously
      liable.

            


    

     

    
      	
              8.

            	
              Taxation

            


    

     

    
      	
               
      

            	
              (a)

            	
              (Compliance):  White
      Energy has duly complied with all of its taxation
    obligations.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (All other taxes assessed and
      paid):  All Taxes which have been assessed or imposed or
      which are deemed to have been assessed or imposed or which are lawfully
      assessable or payable by or upon White Energy has been paid or remitted to
      the relevant Revenue Authority by White
Energy.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (No penalty or fine paid or
      payable):  White Energy has not in the past five years
      paid or become liable to pay, nor are there any circumstances by reason of
      which White Energy is likely to become liable to pay, any penalty, fine or
      interest with respect to any Tax.

            


    

     

    
      	
              9.

            	
              Material
      disclosure

            


    

     

    
      	
               
      

            	
              (a)

            	
              (All material
      information):  Any information known or which should be
      known to White Energy concerning White Energy which might reasonably be
      regarded as material to a purchaser for value of the White Energy Shares
      has been disclosed in writing to the Purchaser and is set forth in White
      Energy Disclosure Schedules.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (True, complete and
      accurate):  All information concerning White Energy or
      concerning the White Energy Shares supplied to the Purchaser or its
      agents, employees or advisers by White Energy or its agents, employees or
      advisers is true, complete and accurate in all respects, and is not
      misleading or deceptive.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (No material error or
      misstatement):  No representation, warranty or document
      made or furnished by White Energy in connection with this Agreement
      contains any material error or misstatement nor does it omit to state any
      material fact.

            


    

     

    
      	
               
      

            	
              (d)

            	
              (No adverse
      acts):  Nothing has been done or omitted to be done in
      relation to the White Energy Shares or White Energy which might materially
      adversely affect the interests of the Purchaser as an intending purchaser
      of the White Energy Shares.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (i)

            	
              Permits;
      Compliance.  White Energy is in possession of all
      franchises, grants, authorizations, licenses, permits, easements,
      variances, exemptions, consents, certificates, approvals and orders
      necessary to own, lease and operate its properties and to carry on its
      business as it is now being conducted (collectively, the Permits), and there is
      no action pending or, to the knowledge of any executive officer of White
      Energy, threatened regarding suspension or cancellation of any of the
      Permits.  White Energy is not in conflict with, or in default or
      violation of, any of the Permits, except for any such conflicts, defaults
      or violations which, individually or in the aggregate, would not
      reasonably be expected to have a Material Adverse
      Effect.  Neither White Energy nor White Energy has received any
      notification with respect to possible conflicts, defaults or violations of
      applicable laws, except for notices relating to possible conflicts,
      defaults or violations, which conflicts, defaults or violations would not
      have a Material Adverse Effect.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Environmental
      Matters.  There are, with respect to White Energy, no
      past or present violations of Environmental Laws (as defined below),
      releases of any material into the environment, actions, activities,
      circumstances, conditions, events, incidents, or contractual obligations
      which may give rise to any common law environmental liability or any
      liability under any environmental laws of any country throughout the
      world, and White Energy has not received any notice with respect to any of
      the foregoing, nor is any action pending or, to the knowledge of any
      executive officer of White Energy, threatened in connection with any of
      the foregoing.  The term Environmental Laws means
      all laws relating to pollution or protection of human health or the
      environment (including, without limitation, ambient air, surface water,
      groundwater, land surface or subsurface strata), including, without
      limitation, laws relating to emissions, discharges, releases or threatened
      releases of chemicals, pollutants contaminants, or toxic or hazardous
      substances or wastes (collectively, Hazardous Materials)
      into the environment, or otherwise relating to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transport or
      handling of Hazardous Materials, as well as all authorizations, codes,
      decrees, demands or demand letters, injunctions, judgments, licenses,
      notices or notice letters, orders, permits, plans or regulations issued,
      entered, promulgated or approved thereunder.  Other than those
      that are or were stored, used or disposed of in compliance with applicable
      law, no Hazardous Materials are contained on or about any real property
      currently owned, leased or used by White Energy, and no Hazardous
      Materials were released on or about any real property previously owned,
      leased or used by White Energy during the period the property was owned,
      leased or used by such Company, except in the normal course of their
      businesses.  There are no underground storage tanks on or under
      any real property owned, leased or used by White Energy that are not in
      compliance with applicable law.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Title to
      Property.  White Energy has good and marketable title to
      all real property or holds under valid leases or other rights to use all
      real property, plants, machinery and equipment necessary for the conduct
      of the business of White Energy as presently conducted and good and
      marketable title to all personal property owned by them which is material
      to the business of such Company, in each case free and clear of all Liens
      and defects except such as would not have a Material Adverse
      Effect.  Any real property and facilities held under lease by
      White Energy is held by it under valid, subsisting and enforceable leases
      with such exceptions as would not have a Material Adverse
      Effect.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Insurance.  White
      Energy is insured by insurers of recognized financial responsibility
      against such losses and risks, including casualty and liability insurance,
      and in such amounts as management of White Energy believes to be prudent
      and customary in the businesses in which White Energy is
      engaged.  No executive officer of White Energy or White Energy
      has any reason to believe that White Energy will not be able to renew its
      existing insurance coverage as and when such coverage expires or to obtain
      similar coverage from similar insurers as may be necessary to continue
      such businesses at a cost that would not have a Material Adverse
      Effect.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (v)

            	
              Solvency.  White
      Energy is solvent.  White Energy has the ability to pay its
      debts from time to time incurred in connection therewith as such debts
      mature.

            


    

     

    
      	
               
      

            	
              (vi)

            	
              No
      Brokers.  Except as set forth in the White Energy
      Disclosure Schedule, White Energy has not taken any action which would
      give rise to any claim by any Person for brokerage commissions,
      transaction fees or similar payments relating to this Agreement or the
      Schemes hereunder.

            


    

     

    
      	
              10.

            	
              Interpretation

            


    

     

    For the
purposes of this Exhibit 1, a document, matter or thing shall be deemed to be
“disclosed to the Purchaser” if it has been released publicly to ASX (i.e. as an
ASX announcement) or is contained in the White Energy Dataroom as at the
Execution Date.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
       

    

    
      	
              SCHEDULE
      A TO EXHIBIT 1

            


    

     

      
        

      

    

    
      	
              Corporation

            	
              Shares

            	
              Legal
      holder of Shares

            	
              Beneficial
      holder of Shares

            
	
              White
      Energy Company Limited

            	
              192,277,

            	
              Various
      – refer to share register

            	
              Various

            
	
              Subsidiary
      Corporation

            	
              Subsidiary
      Corporation Shares

            	
              Legal
      holder of Subsidiary Corporation Shares

            	
              Beneficial
      holder of Subsidiary Corporation Shares

            
	
              WET

            	
              100,000

            	
              White
      Energy

            	
              White
      Energy

            
	
              BCBC

            	
              1

            	
              WET

            	
              WET

            
	
              Coking
      BCB Pty Ltd

            	
              100

            	
              WET

            	
              WET

            
	
              White
      Energy Coal North America Inc.

            	
              1000

            	
              BCBC

            	
              BCBC

            
	
              BCBC-Singapore
      Pte Ltd

            	
              1

            	
              BCBC

            	
              BCBC

            
	
              PT
      Kaltim Supacoal Singapore Pte. Ltd.

            	
              51

            	
              BCBC
      Singapore

            	
              BCBC
      Singapore

            
	
              PT
      Kaltim Supacoal

            	
              6,375

            	
              BCBC
      Singapore

            	
              BCBC
      Singapore

            
	
              White
      Manufacturing Pty Ltd

            	
              100,000

            	
              WET

            	
              WET

            
	
              White
      Investments North America Pty Ltd

            	
              100,000

            	
              WET

            	
              WET

            
	
              White
      Energy Coal Project Company, LLC

            	
              1,000

            	
              White
      Energy Coal North America, Inc

            	
              White
      Energy Coal Project Company, LLC

            
	
              White
      Energy Coal Wyoming, LLC

            	
              1,000

            	
              White
      Energy Coal North America, Inc

            	
              White
      Energy Coal North America, Inc

            
	
              River
      Energy JV Limited

            	
              51

            	
              BCBC

            	
              BCBC

            
	
              White
      Energy China Limited

            	
              100

            	
              BCBC

            	
              BCBC

            
	
              Amerod
      Resources Pty Ltd

            	
              1

            	
              White
      Energy Company Limited

            	
              White
      Energy Company Limited

            
	
              Amerod
      Exploration Ltd

            	
              5,150,002

            	
              White
      Energy Company Limited

            	
              White
      Energy Company Limited

            
	
              Amerod
      Holdings Pty Ltd

            	
              2

            	
              Amerod
      Exploration Ltd

            	
              Amerod
      Exploration Ltd

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              Spike
      Services Pty Ltd

            	
              2

            	
              White
      Energy Company Limited

            	
              White
      Energy Company Limited

            
	
              Spike
      Licenses, Inc.

            	
              100

            	
              White
      Energy Company Limited

            	
              White
      Energy Company Limited

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      


       

      


    

    
      	
              EXHIBIT
      2– PURCHASER WARRANTIES

            


    

    


    
      	
              1.

            	
              Capitalization of
      Purchaser

            


    

     

    
      	
               
      

            	
              (a)

            	
              (Shares fully
      paid):  The issued and outstanding Purchaser Shares are
      duly and validly authorized, fully paid up and have been duly and validly
      issued and allotted.  The Consideration Shares will be at the
      Second Court Date and the Merger Implementation Date duly and validly
      authorized, and when issued and delivered in accordance with the terms
      hereof for the consideration set forth in Section 4.3 of the Agreement, will be duly and validly
      issued and allotted.  All outstanding Purchaser Shares have
      been, and upon issuance the Consideration Shares will be, issued in
      compliance with all applicable U.S. state and federal securities
      laws.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (Capital Shares): The
      authorized capital shares of Purchaser consists of 50,000,000 ordinary
      shares of a par value of $0.0001 per share (provided, that the number of
      authorized ordinary shares may be increased as approved by the Purchaser
      Shareholder Approvals) and 1,000,000 preferred shares of a par value of
      $0.0001 per share, of which 14,000,000 ordinary shares are issued and
      outstanding as of the Execution Date and no preferred shares are issued
      and outstanding.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (Purchaser Warrants): An
      aggregate of 17,225,000 Insider Warrants and Public Warrants
      (collectively, Purchaser
      Warrants) of the Purchaser are owned of record, as
      follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              as
      to 5,725,000 Insider Warrants as at the Second Court Date or immediately
      thereafter, such Insider Warrants will be re-purchased by the Purchaser on
      terms satisfactory to White Energy;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              as
      to 11,500,000 Public Warrants, by purchasers of the units of securities of
      the Purchaser sold to the public in its initial public offering or
      transferees thereof.

            


    

     

    
      	
               
      

            	
              (d)

            	
              (Other
      Warrants):  There
are:

            


    

     

    
      	
               
      

            	
              (i)

            	
              warrants
      to be issued to Maxim Group LLC and CRT Capital Group LLC to purchase
      450,000 units of the Purchaser, comprised of 450,000 Purchaser Shares and
      450,000 additional Public Warrants, with each such warrant being
      exercisable for one Purchaser Share and one Public Warrant at an exercise
      price of $12.50;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              warrants
      outstanding and held by Lodestar Services SA to purchase 200,000 ordinary
      shares of the Purchaser at an exercise price of $7.50 per share;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              warrants
      that may be issued to Canaccord Capital Corp. and Roth Capital Partners
      LLC in connection with the sale of Additional Purchaser Securities, as
      contemplated pursuant to Schedule A of this Exhibit 2 (collectively,
      the Other
      Warrants).

            


    

     

    
      	
               
      

            	
              (e)

            	
              (No right to subscribe):
      No Person has any right or option to subscribe for or otherwise to acquire
      any further Purchaser Shares, except for the Purchaser Warrants and the
      Other Warrants.

            


    

     

    
      	
               
      

            	
              (f)

            	
              (No
      options):  Except for the Purchaser Warrants and the
      Other Warrants, there are no outstanding options, warrants, calls, first
      refusals, commitments, rights, demands, convertible securities,
      exchangeable securities, subscription rights, conversion rights, exchange
      rights, or other contracts of any kind relating to the issued or unissued
      capital of the Purchaser.  There are no statutory pre-emptive
      rights or pre-emptive rights granted under Purchaser’s Organizational
      Documents or stock appreciation rights, phantom stock, profit
      participation, or other similar rights with respect to
      Purchaser.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (g)

            	
              (No other
      allotments):  The Purchaser is not under any obligation
      to allot any shares to any Person or Persons, or otherwise to alter the
      structure of any part of its unissued share capital, and the Purchaser is
      not under any obligation to give any option over any part of its unissued
      share capital nor has the Purchaser offered to do any of the matters
      stated in this sub-paragraph.

            


    

     

    
      	
               
      

            	
              (h)

            	
              (Exemption): The offer,
      sale and issuance of the Consideration Shares and Purchaser Options are
      exempt from the registration requirements of the Securities Act pursuant
      to Section 3(a)(10) thereof.

            


    

     

    
      	
              2.

            	
              Effect of this
      Agreement

            


    

     

    The entry
into and performance of this Agreement and all Exhibits hereto and other
documents executed pursuant to this Agreement:

     

    
      	
               
      

            	
              (a)

            	
              will
      not relieve any Person of any contractual or other obligation to the
      Purchaser or entitle any Person to re-negotiate the terms or conditions of
      any such obligation;

            


    

     

    
      	
               
      

            	
              (b)

            	
              do
      not and will not conflict with, violate or result in a breach by the
      Purchaser or the occurrence of an event of default under any document
      (including any statement contained in the Purchaser’s Prospectus,
      agreement or any law, undertaking to or judgment or Court
      order;

            


    

     

    
      	
               
      

            	
              (c)

            	
              will
      not result in any indebtedness, present or future, of the Purchaser
      becoming due or capable of being declared due and payable before the
      stated maturity date;

            


    

     

    
      	
               
      

            	
              (d)

            	
              will
      not give rise to any contractual or other obligation of the Purchaser to
      any Person or entitle any Person to require the performance of or
      compliance with any existing contractual or other obligation of the
      Purchaser; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              will
      not entitle any Person with whom the Purchaser has a contract or
      arrangement of any kind to terminate that contract or arrangement or to
      impose less favourable terms on the
Purchaser.

            


    

     

    
      	
              3.

            	
              The
      Purchaser

            


    

     

    The
Purchaser:

     

    
      	
               
      

            	
              (a)

            	
              is
      a company limited by shares duly organized, validly existing and in good
      standing under the laws of the Cayman Islands, has full corporate power to
      own its assets and Business and to carry on its Business as now
      conducted;

            


    

     

    
      	
               
      

            	
              (b)

            	
              has
      done everything necessary to do business lawfully in all jurisdictions in
      which its Business is carried on;

            


    

     

    
      	
               
      

            	
              (c)

            	
              is
      and has been operating in accordance with all statements contained in the
      Purchaser’s Prospectus; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              does
      not have any ongoing obligations from or in respect of any previous
      transactions or agreements entered into by it, including, specifically,
      the China Tel Transaction.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              4.

            	
              Material Purchaser
      Liabilities

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as set forth on Schedule A to
      this Exhibit
      2, the Purchaser does not have any Material Purchaser Liabilities
      as at the Execution Date of the
Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Purchaser has received a full and complete general release from all
      adverse parties to the agreements previously entered into in 2008 with
      China Tel Group, Inc., a Nevada corporation (“China Tel”) relating to
      a proposed merger or consolidation with China Tel and its Affiliates (the
      “China Tel
      Transaction”).  The Purchaser has received a full general
      release from China Tel and does not have any ongoing obligations,
      contingent or otherwise, from or in respect of the China Tel
      Transaction.

            


    

     

    
      	
              5.

            	
              Funds

            


    

     

    As at the
Execution Date, the Purchaser has Purchaser Funds of $115.0 million, and on the
Second Court Date, the Purchaser will have not less than the Minimum Amount and
(unless otherwise agreed by White Energy) not more than the Maximum Amount in
the trust account and such Purchaser Funds are held by a bank of recognised
financial responsibility which has not had a Insolvency Event. No executive
officer of the Purchaser has any reason to believe that the Purchaser will not
be able to have full access to the Purchaser Funds as and when
required.

     

    
      	
              6.

            	
              Contracts and
      Commitments

            


    

     

    
      	
               
      

            	
              (a)

            	
              (Purchaser
      Contracts):  All material contracts to which the
      Purchaser is a party have been fully disclosed to White Energy prior to
      the Execution Date and are set forth on the Purchaser Disclosure
      Schedule.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (Contracts
      binding):  Every contract, instrument or other commitment
      to which the Purchaser is a party is valid and binding according to its
      terms and, without prejudice to any other warranty, no party to any such
      commitment is in material default under the terms of that
      commitment.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (No contracts outside ordinary
      course of business):  The Purchaser is not party to any
      contract or commitment entered into which is in existence
    and:

            


    

     

    
      	
               
      

            	
              (i)

            	
              is
      outside the ordinary course of its
Business;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              even
      if entered into in the ordinary course of its Business, involves or is
      likely to involve obligations or liabilities which by reason of their
      magnitude or nature ought reasonably to be made known to an intending
      purchaser of the Consideration Shares;

            
	 	 	 
	 	(iii)	is
      not at arm’s length or not on normal commercial terms; or
	 	 	 
	 	(iv)	is
      long term, substantial or onerous.


    

      


    
      	
               
      

            	
              (d)

            	
              (No sums
      owing):  Except as set forth on the Purchaser Disclosure
      Schedule, no sums are now owing or will at the Second Court Date and the
      Merger Implementation Date be owing by the Purchaser to any shareholders
      of the Purchaser or to any other
Person.

            


    

     

    
      	
               
      

            	
              (e)

            	
              (No guarantees
      given):  The Purchaser has not guaranteed or indemnified
      and is not directly or indirectly obliged in any way to guarantee, assume
      or provide funds to satisfy any obligation of any Person, and has not
      given a letter of comfort to any
Person.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (f)

            	
              (Liabilities):  Except
      (i) as set forth on Schedule A to
      this Exhibit
      2, (ii) as and to the extent reflected or reserved against on the
      Purchaser’s Balance Sheet, (iii) those liabilities, debts or contingencies
      incurred since the Balance Sheet Date in the ordinary course of business
      and consistent with past practice which are in the aggregate not material
      and (iv) for liabilities and debts permitted to be incurred by Purchaser
      pursuant to the terms of this Agreement, the Purchaser does not have any
      liabilities, debts or cash contingencies, pledges in any form,
      obligations, undertakings or arrangements, whether known or unknown,
      absolute, accrued, contingent or
otherwise.

            


    

     

    
      	
              7.

            	
              Corporate
      matters

            


    

     

    
      	
               
      

            	
              (a)

            	
              (Assets owned by the
      Purchaser):  The Purchaser is the legal and beneficial
      owner of all of its assets, which are owned free and clear of any
      Encumbrance, except as disclosed in the Purchaser Disclosure
      Schedule.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (Encumbrances): Except as
      disclosed in the Purchaser Disclosure Schedule, there are no Encumbrances
      over all or any of the Purchaser’s present or future assets or revenues of
      its business.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (Compliance with
      contracts):  The Purchaser has complied in all respects
      with:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Purchaser’s Organizational
Documents;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      instrument to which it is a party or by which it is bound;
    and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              all
      Statutes and other legal requirements and all judgments, orders,
      injunctions and requirements of any Court or Government
      Authority,

            


    

    


    and there
has not occurred any event which, with the passing of time or giving of notice,
would constitute a material breach or default of any of the above.

    


    
      	
               
      

            	
              (d)

            	
              (No powers of
      attorney):  There are no powers of attorney given by the
      Purchaser in favour of any Person which are or may come to be in force in
      relation to the Business or the
Purchaser.

            


    

     

    
      	
               
      

            	
              (e)

            	
              (Officers duly
      appointed):  All of the directors and officers of the
      Purchaser have been duly appointed.

            


    

     

    
      	
               
      

            	
              (f)

            	
              (All duties and taxes
      paid):  All stamp duties and other taxes for which the
      Purchaser is primarily liable in respect of every deed, agreement or other
      document to which the Purchaser is or has been a party have been duly paid
      or adequately provided for.

            


    

     

    
      	
               
      

            	
              (g)

            	
              (Filings):  The
      Purchaser has filed all annual returns, resolutions, particulars, other
      forms, returns and documents as and where required to be filed or
      registered, such documents were accurate in all material respects, and the
      Purchaser is not liable to be struck off the register of
      companies.

            


    

     

    
      	
               
      

            	
              (h)

            	
              (Authorizations): Other
      than the Purchaser Shareholder Approvals, the execution and delivery of
      this Agreement and the consummation of the Schemes will not require any
      Authorizations.

            


    

     

    
      	
              8.

            	
              Absence of
      Litigation

            


    

     

    
      	
               
      

            	
              (a)

            	
              (No current
      litigation):  The Purchaser and any Person for whom it
      may be vicariously liable is not engaged in any capacity in any
      prosecution, litigation, arbitration proceedings or administrative or
      governmental challenge or investigation or other similar action or
      proceeding (Litigation).

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              (No pending
      Litigation):  Except as set forth in the Purchaser
      Disclosure Schedule, there is no Litigation pending, threatened,
      anticipated or contemplated against the Purchaser or any Person for whom
      the Purchaser may be vicariously
liable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (No facts giving rise to
      Litigation):  No fact or circumstance exists which may
      give rise to any Litigation which could materially affect the ability of
      the Purchaser to continue to operate its Business or to consummate the
      Schemes.

            


    

     

    
      	
               
      

            	
              (d)

            	
              (No outstanding
      judgments):  There are no unsatisfied or outstanding
      judgments, orders, decrees, stipulations, or notices affecting the
      Purchaser or any Person for whom the Purchaser may be vicariously
      liable.

            


    

     

    
      	
              9.

            	
              Taxation

            


    

     

    
      	
               
      

            	
              (a)

            	
              (Compliance):  The
      Purchaser has duly complied with all of its taxation
      obligations.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (All other taxes assessed and
      paid):  All Taxes which have been assessed or imposed or
      which are deemed to have been assessed or imposed or which are lawfully
      assessable or payable by or upon the Purchaser have been paid or remitted
      to the relevant Revenue Authority by the
  Purchaser.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (No penalty of fine paid or
      payable):  The Purchaser has not in the past five years
      paid or become liable to pay, nor are there any circumstances by reason of
      which the Purchaser are likely to become liable to pay, any penalty, fine
      or interest with respect to any
Tax.

            


    

     

    
      	
              10.

            	
              Material
      disclosure

            


    

     

    
      	
               
      

            	
              (a)

            	
              (All material
      information):  Any information known or which should be
      known to the Purchaser concerning the Purchaser which might reasonably be
      regarded as material to a purchaser for value of the Consideration Shares
      has been disclosed in writing to White Energy on the Purchaser Disclosure
      Schedule or is contained in the Purchaser Prospectus or in the Form 20-F
      and Forms 6-K filings made by the Purchaser with the SEC under the
      Securities Exchange Act.

            


    

     

    
      	
               
      

            	
              (b)

            	
              (True, complete and
      accurate):  All information concerning the Purchaser or
      concerning the Consideration Shares supplied to White Energy or its
      agents, employees or advisers by the Purchaser or its agents, employees or
      advisers is true, complete and accurate in all respects, and is not
      misleading or deceptive.

            


    

     

    
      	
               
      

            	
              (c)

            	
              (No material error or
      misstatement):  No representation, warranty or document
      made or furnished by the Purchaser Shareholders in connection with this
      Agreement contains any material error or misstatement nor does it omit to
      state any material fact.

            


    

     

    
      	
               
      

            	
              (d)

            	
              (No adverse
      acts):  Nothing has been done or omitted to be done in
      relation to the Consideration Shares or the Purchaser which might
      materially adversely affect the interests of the Purchaser as an intending
      purchaser of the Consideration
Shares.

            


    

     

    
      	
               
      

            	
              (e)

            	
              (SEC Reports): The
      Purchaser has delivered or made available to White Energy a correct and
      complete copy of each report, registration statement, definitive proxy
      statement or other disclosure document filed by the Purchaser with the SEC
      (the Purchaser SEC Reports), The Purchaser has filed all reports under the
      Securities Exchange Act required to have been filed through the Execution
      Date and will have filed all such reports required to have been filed
      through the Second Court Date and has otherwise materially complied with
      the Securities Act, the Securities Exchange Act and applicable U.S. state
      securities laws. As of their respective dates, the Purchaser SEC Reports
      (including the financial statements included
  therein):

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (i)

            	
              were
      prepared in accordance with, and complied in all material respects with,
      the requirements of all laws applicable to Purchaser with respect thereto,
      including the Securities Act or the Securities Exchange Act, as the case
      may be, and the rules and regulations of the SEC promulgated thereunder;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              did
      not at the time they were filed (and if amended or superseded by a filing
      then on the date of such filing and as so amended or superseded) contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.  Each set of financial statements (including, in
      each case, any related notes thereto) contained in the Purchaser SEC
      Reports complies as to form in all material respects with the applicable
      accounting requirements and the published rules and regulations of the SEC
      with respect thereto, was prepared in accordance with GAAP applied on a
      consistent basis throughout the periods involved (except as may be
      indicated in the notes thereto) and each fairly presents in all material
      respects the financial position of Purchaser at the respective dates
      thereof and the results of Purchaser’s operations and cash flows for the
      periods indicated, except that unaudited interim financial statements were
      subject to normal year-end adjustments, which adjustments are not
      reasonably expected to have a Material Adverse Effect on
      Purchaser.

            


    

     

    
      	
              11.

            	
              Permits;
      Compliance.  The Purchaser is in possession of all
      franchises, grants, authorizations, licenses, permits, easements,
      variances, exemptions, consents, certificates, approvals and orders
      necessary to own, lease and operate its properties and to carry on its
      business as it is now being conducted (collectively, the Permits), and there is
      no action pending or, to the knowledge of any executive officer of the
      Purchaser, threatened regarding suspension or cancellation of any of the
      Permits.  The Purchaser is not in conflict with, or in default
      or violation of, any of the Permits, except for any such conflicts,
      defaults or violations which, individually or in the aggregate, would not
      reasonably be expected to have a Material Adverse Effect.  The
      Purchaser has not have received any notification with respect to possible
      conflicts, defaults or violations of applicable laws, except for notices
      relating to possible conflicts, defaults or violations, which conflicts,
      defaults or violations would not have a Material Adverse
      Effect.

            


    

     

    
      	
              12.

            	
              Property.  The
      Purchaser owns no real property, machinery or
  equipment.

            


    

     

    
      	
              13.

            	
              Insurance.  The
      Purchaser is insured by insurers of recognized financial responsibility
      against such losses and risks, including casualty and liability insurance,
      and in such amounts as management of the Purchaser believes to be prudent
      and customary in the businesses in which the Purchaser is
      engaged.  No executive officer of the Purchaser has any reason
      to believe that the Purchaser will not be able to renew its existing
      insurance coverage as and when such coverage expires or to obtain similar
      coverage from similar insurers as may be necessary to continue such
      business at a cost that would not have a Material Adverse
      Effect.

            


    

     

    
      	
              14.

            	
              Solvency.  The
      Purchaser (after giving effect to the Schemes contemplated by this
      Agreement) is solvent.  The Purchaser (after giving effect to
      the Schemes contemplated by this Agreement) has the ability to pay its
      debts from time to time incurred in connection therewith as such debts
      mature.

            


    

     

    
      	
              15.

            	
              No
      Brokers.  Except as set forth on Schedule A to
      this Exhibit
      2, the Purchaser has not taken any action which would give rise to
      any claim by any Person for brokerage commissions, transaction fees or
      similar payments whether relating to this Agreement, the Schemes, the
      China Tel Transaction or otherwise.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              16.

            	
              Investment
      Company.  Purchaser is not an “investment company” or a
      company “controlled” by an “investment company” within the meaning of the
      Investment Company Act of 1940, as
amended.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


    
      	
              SCHEDULE
      A TO EXHIBIT 2

            


    

    


    
      	
               
      

            	
              Material
      Purchaser Liabilities of Purchaser

            


    

     

    
      	
              1.

            	
              The
      Purchaser is indebted to TAG Virgin Islands, Inc. (TAG) in the amount of
      $1,250,000 as at the Execution Date under a maximum $1,250,000 line of
      credit granted by TAG to the Purchaser pursuant to a funding agreement,
      dated December 16, 2008 (the Funding
      Agreement).   On the Merger Implementation Date,
      certain Affiliates of the Purchaser shall assign to TAG an aggregate of
      100,000 ordinary shares of the Purchaser owned by such Affiliates, all as
      set forth in the Funding Agreement.

            


    

     

    
      	
              2.

            	
              The
      Purchaser is indebted to a shareholder in the amount of $250,000, plus
      accrued interest at the rate of 5% per annum, in connection with a loan
      made by such Affiliate to the Purchaser to pay premiums on directors’ and
      officers’ liability insurance.

            


    

     

    
      	
              3.

            	
              The
      Purchaser is obligated to pay to Canaccord Capital Corp. and Roth Capital
      Partners LLC certain fees. These fees shall be limited to the
      following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      6% financing fee on new funds raised on behalf of the Purchaser (for
      example, $6,000,000 assuming $100,000,000 in new funds are
      raised);

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      success fee on the successful completion of the Schemes shall be fixed at
      $3,000,000; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      maximum of 1,150,000 warrants upon successful completion of the Schemes
      which shall be exercisable by the payment of cash equal to a strike price
      of $11 per Purchaser Share.

            


    

     

    
      	
              4.

            	
              On
      the Execution Date, the Purchaser is obligated to pay Maxim Group LLC and
      CRT Capital Group LLC, up to $3,450,000 in deferred underwriting
      compensation pursuant to the terms of an underwriting agreement among the
      Purchaser and such Persons, dated January 16, 2008; which obligation the
      Purchaser will negotiate to reduce prior to the Merger Implementation
      Date.

            


    

     

    
      	
              5.

            	
              On
      the Merger Implementation Date, the Purchaser shall be obligated to pay a
      cash finders’ fee to TAG Virgin Islands, Inc. or its Affiliates (“TAG”) in the aggregate
      amount of one-half of one percent (0.5%) of the Transaction Value in
      connection with the introduction of the Acquisition by TAG to the
      Purchaser.

            


    

     

    
      	
              6.

            	
              On
      the Merger Implementation Date, the Purchaser shall be obligated to pay a
      cash payment of up to $225,000 and warrants to purchase 100,000 Purchaser
      Shares to AFH Holdings LLC, in connection with the settlement of a claim
      for a finders fee.