ASIA
SPECIAL SITUATION ACQUISITION CORP.

    (Purchaser)

    AND

    WHITE
ENERGY COMPANY LIMITED

    ACN
071 527 083

    (White
Energy)

    AND

    WHITE
ENERGY TECHNOLOGY COMPANY LIMITED

    ABN
62 114 203 904

    (WET)

     

    
      

    

    
      SHARE
EXCHANGE AGREEMENT

       

      DATED:
MARCH 12, 2009 

      
        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT is made
the 12th day of March 2009

     

    
      
        
          

        

      

      BETWEEN 

      
        

      

      


    

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

     

    and

     

    WHITE ENERGY TECHNOLOGY LTD.
(ABN 62 114 203 904) an Australian corporation (“WET”), 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.

            	
              WET
      is a wholly-owned Subsidiary of White
Energy.

            


    

     

    
      	
              C.

            	
              Binderless
      Coal Briquetting Company Pty Limited (ABN 11 111 821 044), an Australian
      corporation (“BCBC”) and the other
      Constituent Corporations (hereinafter defined) are each direct or indirect
      Subsidiaries of WET.

            


    

     

    
      	
              D.

            	
              White
      Energy is hereinafter sometimes referred to as the “Vendor”.

            


    

     

    
      	
              E.

            	
              White
      Energy is the legal and beneficial owner of the Subject Shares; and,
      except as otherwise provided in this Agreement, WET and the other
      Constituent Corporations are the legal and beneficial owners of 100% of
      the issued and outstanding Constituent Corporation
  Shares.

            


    

     

    
      	
              F.

            	
              The
      Subject Shares represent 100% of the issued and outstanding ordinary
      shares of WET.

            


    

     

    
      	
              G.

            	
              BCBC
      holds the exclusive worldwide licence to Commercialise the Technology
      throughout the world.

            


    

     

    
      	
              H.

            	
              BCBC
      has entered into various license agreements granting various sub-licenses
      to certain parties as set forth in the Constituent Corporations Disclosure
      Schedule.

            


    

     

    
      	
              I.

            	
              On
      or before the Settlement Date, in addition to the exclusive rights to
      Commercialise the Technology throughout the world, one or more of the
      Constituent Corporations will hold certain legal rights under Material
      Contracts in and to certain business initiatives to Commercialise the
      Technology.

            


    

     

    
      	
              J.

            	
              The
      Vendor and/or other Constituent Corporations, as applicable, are parties
      to all of the Material Contracts.

            


    

     

    
      	
              K.

            	
              On
      or before the Settlement Date of the Transactions outlined herein, the
      Vendor will exchange all of the Subject Shares for the Consideration
      Shares.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              L.

            	
              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.

            


    

     

    
      	
              M.

            	
              The
      Vendor and the Purchaser wish to undertake the Transactions outlined
      herein and this Agreement sets out all of the terms and conditions of the
      Transactions among the Parties described
herein.

            


    

     

    
      	
              N.

            	
              The
      Vendor has agreed to sell and the Purchaser has agreed to purchase the
      Subject Shares, all upon the terms and subject to the conditions set forth
      in 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.

     

    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;

            


    

     

    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 Plans in Indonesia utilising the Technology.

     

    Additional Securities means
any ordinary shares, common shares, notes, debentures or other securities of the
Purchaser and/or any of the Constituent Corporations (including WET) that are or
may be issued and sold by any of such Persons between the Execution Date of this
Agreement and the Settlement Date to provide additional funds to the Purchaser
and the Constituent Corporations; in each case, upon such terms and conditions
as shall be acceptable to both White Energy and the Purchaser.

     

    Additional White Energy Securities
means any ordinary shares, common shares, notes, debentures or other debt
securities of White Energy that are issued and sold by White Energy between the
Execution Date of this Agreement and the Settlement Date.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


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

     

    
      	
               
      

            	
              (d)

            	
              amounts
      payable upon consummation of the Transactions 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;

            


    

     

    
      	
               
      

            	
              (e)

            	
              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; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      amount of any Assumed Liabilities that are payable following the
      Settlement Date in respect of the issuance of Additional Securities by the
      Purchaser and/or the Constituent Corporations between the Execution Date
      and the Settlement Date.

            


    

     

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

     

    Affiliated Obligations means
any indebtedness or other liabilities owed by WET or any of the other
Constituent Corporations to White Energy or any of the Excluded Subsidiaries as
at the Execution Date or as at the Settlement Date, other than the Allowed
Affiliated Obligations.

     

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

     

    Allowed Affiliated Obligations
means any indebtedness or other liabilities owed by WET or any of the
other Constituent Corporations to White Energy or any of the Excluded
Subsidiaries as at the Execution Date or as at the Settlement Date, as a result
of:

     

    
      	
               
      

            	
              (a)

            	
              the
      aggregate of any liability or obligation that is required to be assigned
      by WEC to WET or another Constituent Corporation but is unable to be
      legally assigned; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      aggregate of any indebtedness or other liabilities owed by White Energy to
      external Persons as a result of any White Energy Dedicated Securities that
      are issued and sold by White Energy between the Execution Date and the
      Settlement Date.

            


    

     

    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.

     

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

     

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

     

    Assumed Liabilities means the
sum
of the aggregate amount of indebtedness and obligations represented by the
following items as at the Settlement Date:

     

    
      	
               
      

            	
              (a)

            	
              the
      White Energy notes and/or debentures in aggregate (AUS) $45.0 million
      outstanding principal amount plus any accrued interest and interest
      payable that are held by the noteholders pursuant to the convertible note
      deed dated 10 October 2007 as at the Execution Date, as the same shall be
      restated, amended or modified between the Execution Date and the
      Settlement Date; provided,
      however, that, the repayment terms and other material terms of any
      such restatement, amendment or modification shall be approved by the
      Purchaser, which approval shall not be unreasonably withheld or
      delayed;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              those
      specific accounts payable, accrued expenses and other liabilities that are
      set forth on the Constituent Corporations Balance Sheet, as the same shall
      be adjusted between 31 December 2008 and the Settlement Date in the
      ordinary course of business;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Allowed Affiliated Obligations;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      guarantees provided by White Energy in respect of any Constituent
      Corporation; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      notes, debentures or other indebtedness of any of the Constituent
      Corporations (including WET) representing any Additional Securities sold
      or issued by such Constituent Corporation(s) between the Execution Date
      and the Settlement Date; provided,
      however, that, the term Assumed Liabilities
      shall not include any Affiliated
Obligations.

            


    

     

    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 Approval.

     

    Bayan Joint Venture
Companies means PT Kaltim Supa Coal, 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.

     

    Bayan Joint Venture Agreements means the collective reference to the Coal Briquette Joint Venture Deed between BCBC and
PT Bayan Resources, dated 12 September 2006, and the various other agreements
relating to the joint venture between BCBC 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 Constituent Corporations Disclosure Schedule.

     

    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
Constituent Corporations (“WECNA”), with Buckskin Mining
Company (an indirect wholly-owned Subsidiary of Kiewit
Corporation).

     

    Business means, as the context
requires (a) as to the Vendor and the other Constituent Corporations, the
Commercialisation of the Technology throughout the world, and (b) as to the
Purchaser, the seeking of a business combination, as at the Execution Date and
the Settlement 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 or the Constituent
Corporations.

     

    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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Coal Upgrading Facility means
a coal upgrading plant or facility owned, designed, operated, managed or in
which any of the Constituent Corporations 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.

     

    Conditions means the
conditions precedent set out in Section 2.1 of this
Agreement.

     

    Confidential Information means
any trade secrets, lists of information pertaining to clients of the Constituent
Corporations 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 the Constituent
Corporations or any of their respective subsidiaries.

     

    Consideration means the
allotment and issue of the Consideration Shares to the Vendor.

     

    Consideration Shares means an
aggregate number of authorized and previously unissued Purchaser Shares to be
issued to White Energy on the Settlement Date in accordance with Section 3.2 of this
Agreement.

     

    Constituent Corporation
or Constituent
Corporations means, as applicable, the individual or collective reference
to: (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) any other direct or indirect Subsidiary of the
Constituent Corporations acquired or created following the Execution Date and
prior to the Settlement Date, other than the Excluded Subsidiaries, and (p) any
other direct or indirect Subsidiary of White Energy acquired or created
following the Execution Date and prior to the Settlement Date to engage in the
Business.

     

    Constituent Corporation Balance Sheet
means the combined or consolidated balance sheet of the Constituent
Corporations annexed as Exhibit
3 to this Agreement.

     

    Constituent Corporation Shares
means the authorized ordinary shares in the capital of each of the Constituent
Corporations.

     

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

     

    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 the
      Constituent Corporations pertaining to the business, operations and
      financial condition of the
Purchaser;

            


    

     

    
      	
               
      

            	
              (b)

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

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    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 Settlement Date means 5:00
p.m. (EST) on September 30, 2009.

     

    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 AUS dollars and United States Dollars, which as at the
Execution Date is one AUS Dollar equals 0.66 United States Dollars.

     

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

     

    Excluded Subsidiaries means
(a) Amerod Resources Pty
Ltd., an Australian corporation, (b) Amerod Exploration Ltd., an
Australian corporation, (c) Amerod Holdings Pty Ltd., an
Australian corporation, (d) Spike Services Pty Ltd., an
Australian corporation, and (e) Spike Licenses, Inc., a
Delaware United States corporation.

     

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


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Head Licences means the
licence agreements reflected or set forth on the Constituent Corporations
Disclosure Schedule, including the License Agreement, pursuant to which the
Vendor, 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 the Constituent Corporations to carry on
the Business.

     

    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 the Constituent
      Corporations or the Purchaser, as the context
  requires;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Confidential Information owned or used at any time by the Constituent
      Corporations or the Purchaser, as the context
  requires;

            


    

     

    
      	
               
      

            	
              (g)

            	
              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 the Constituent Corporations or the
      Purchaser, as the context requires;
and

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Head Licences.

            


    

     

    Insider Warrants shall mean
the warrants to purchase an aggregate of 5,725,000 Purchaser Shares issued to Ho
Capital Management LLC and which (a) are beneficially owned by Angela Ho and
Noble Investment Fund Ltd., (b) have an exercise price of $7.50 per Purchase
Share, and (c) contain “cashless exercise” provisions.

     

    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.

     

    Material Adverse Effect shall
mean any event or condition which has or could reasonably be expected to have a
material adverse effect upon the business, assets, properties, financial
condition or business prospects, or ability to consummate the Transactions, of
the Constituent Corporations, either individually or when taken as a
consolidated group (as applicable), or the Purchaser, as applicable, other than
any exogenous events.

     

    Material Contracts means all contracts and agreements which as at the
Execution Date and the Settlement Date are material to the Commercialisation of
the Technology throughout the world, 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 Constituent Corporations Disclosure
Schedule.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    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 Settlement 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 Transactions contemplated by this
Agreement).

     

    Minimum Amount has the meaning
given to that term in Section 2.1(d) of
this Agreement.

     

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

     

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

     

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

     

    Party means the Vendor, WET
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”.

     

    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.

     

    Percentage Interest shall have
the meaning set forth in Section 3.2(a)(iii) of this Agreement.

     

    Performance Shares shall have
the meaning set forth in Section 3.3(c) of this Agreement.

     

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

     

    Prohibited Occurrence means
any of the following actions or events affecting the Constituent Corporations or
the Purchaser, as the context requires:

     

    
      
        	
              	
                (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 otherwise permitted by Section 9.l(b) and Section 10.2(h) hereof,
      entering into a buy back
agreement; 

                  


          

        

      

    

     

    
      
        	
              	
                (d)

              	
                except
      as otherwise permitted by Section 9.1(b)
      and Section
      10.2(h) hereof, resolving to approve the terms of a buy back
      agreement;

              


      

    

     

    
      
        	
              	
                (i)

              	
                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;

              


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (j)

            	
              except
      as otherwise permitted by Section 9.1(b)
      and Section
      10.2(f) hereof, issuing, or agreeing to issue any security, share
      or loan capital or any security convertible into any share or loan
      capital;

            


    

     

    
      	
               
      

            	
              (k)

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

            


    

     

    
      	
               
      

            	
              (l)

            	
              breaching
      in any material respect any of its obligations under, in the case of the
      Constituent Corporations, 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;

            


    

     

    
      	
               
      

            	
              (m)

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

            


    

     

    
      	
               
      

            	
              (n)

            	
              resolving
      that it be wound up;

            


    

     

    
      	
               
      

            	
              (o)

            	
              appointing
      an administrator or provisional
liquidator;

            


    

     

    
      	
               
      

            	
              (p)

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

            


    

     

    
      	
               
      

            	
              (q)

            	
              executing
      a deed of company arrangement; or

            


    

     

    
      	
               
      

            	
              (r)

            	
              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 Settlement 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 10-K for the year ended
December 31, 2007 (the Balance
Sheet Date) filed on March 27, 2008.

     

    Purchaser’s Funds
means the sum of the
aggregate amount of cash made available at the Settlement Date to the Purchaser
and the Constituent Corporations 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
      Settlement 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
      Securities between the Execution Date of this Agreement and the Settlement
      Date; plus

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      aggregate amount of any additional cash made available to the Constituent
      Corporations as a result of the sale of Additional Securities of WET or
      any other Constituent Corporation(s) between the Execution Date of this
      Agreement and the Settlement Date.

            


    

     

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


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Purchaser
Outstanding Shares means
(i) the aggregate number of Purchaser Shares that are issued and outstanding on
the Settlement Date and which are not subject to any unprocessed redemption
claims or the like, plus (ii) any additional Purchaser Shares that are
issuable following the Settlement Date as a direct result of the conversion or
exercise of any Additional Securities issued between the Execution Date and the
Settlement Date, plus (iii)
any additional Purchaser Shares that are issuable following the
Settlement Date but in respect of which the Purchaser has received the relevant
funds for such Purchaser Shares prior to the Settlement Date; provided,
that, for the sake of clarity, the term Purchaser Outstanding Shares
shall not be deemed to include any of the (i) Insider Warrants, (ii) Public
Warrants, or (iii) other Options and Warrants listed on Schedule A to Exhibit
2 hereof,  that are not exercised on or before the Settlement
Date.

     

    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 Approval.

     

    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 any additional ordinary shares of
Purchaser that shall be authorized for issuance in connection with obtaining the
Purchaser Shareholder Approval.

     

    Purchaser Shareholder Approval
means, collectively, (a) the affirmative vote of the holders of a majority of
the Purchaser Shares in favour of the Transactions 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
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 necessary under the
Purchaser’s Organizational Documents and applicable law to satisfy the
provisions of Section 5.2 of this Agreement (the directors to be appointed
pursuant to Section 5.2, the Post-Closing Purchaser
Directors), (c) the affirmative vote of Purchaser's shareholders
necessary to amend Purchaser's Organizational Documents to increase the number
of authorized Purchaser Shares to a number reasonably expected to be equal to or
greater than the sum of the number of (i) Purchaser Shares issued and
outstanding immediately prior to Settlement, (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 and (iv) Performance Shares, and (d) the affirmative
vote of Purchaser’s shareholders 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 the Vendor).

     

    Purchaser Shareholders Meeting
means the meeting of the Record Purchaser Shareholders to be held prior to the
End Settlement Date for the purpose of approving this Agreement and all of the
Transactions contemplated hereby.

     

    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.

     

    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 Transactions and the other matters contemplated by
the Purchaser Shareholder Approval.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


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

     

    Sale of Control means a sale
of all or substantially all of the assets or securities of White Energy or any
of the Constituent 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 Constituent
Corporations.

     

    SEC means the United States
Securities and Exchange Commission.

     

    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.

     

    Settlement means the
settlement on the Settlement Date of the sale and purchase of the Subject Shares
in accordance with the terms of this Agreement.

     

    Settlement Date means that
date which is not more than ten (10) Business Days after the satisfaction of the
Conditions (or such other date as is agreed between the Parties).

     

    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.

     

    Subject Shares means the
collective reference to 100% of the issued and outstanding fully-paid ordinary
shares of WET which is legally and beneficially owned by White
Energy.

     

    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.

     

    Supacoal Trademark means the
“Supacoal”
trademark which is pending registration in Indonesia and Australia.

     

    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 the Constituent Corporations, 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 3.2(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.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    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 or Transactions
means the transactions described and contemplated by this
Agreement.

     

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

     

    Vendor means White
Energy.

     

    White Energy Dedicated
Securities means any Additional White Energy Securities issued between
the Execution Date and the Settlement Date; provided,
however, that:

     

    
      	
               
      

            	
              (a)

            	
              the
      net proceeds of such issuance(s) or sale(s) shall only be used to provide
      additional funds to the Constituent
  Corporations;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      terms and conditions of any White Energy Dedicated Securities that shall
      constitute or are included in Assumed Liabilities shall be subject to the
      prior written approval of the Purchaser; such consent not to be
      unreasonably withheld or delayed;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      White Energy Dedicated Securities that (i) are limited to ordinary shares
      or common shares, (ii) do not constitute and are not included in Assumed
      Liabilities, and (iii) may be issued without the approval of the
      shareholders of White Energy under ASX Rules or the Corporations Act may
      be issued by White Energy on commercially reasonable terms, without the
      prior written approval of the
Purchaser.

            


    

     

    White Energy Diluted Shares
means the number of:

     

    
      	
               
      

            	
              (a)

            	
              the
      aggregate of 153,856,997 White Energy Shares as at the Execution Date;
      plus

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      additional White Energy Shares that are issued between the Execution Date
      and the Settlement Date and represent White Energy Dedicated Securities;
      plus

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      4,613,967 additional White Energy Shares that are deemed issuable as at
      the Settlement Date under stock options or other rights to purchase White
      Energy Shares outstanding as at the Execution Date that are exercisable at
      prices equal to or below the White Energy
VWAP;

            


    

     

    provided,
however, that the term White Energy Diluted Shares shall specifically
exclude
any White Energy Shares that are or may be issuable upon (i) conversion into
White Energy Shares of any Assumed Liabilities, (ii) the conversion into White
Energy Shares or exercise of any warrants, options or rights to purchase White
Energy Shares that are issued in connection with any White Energy Dedicated
Securities and/or (iii) the exercise of any stock options or other rights to
purchase White Energy Shares outstanding as at the Settlement Date that are
exercisable at prices in excess of the White Energy VWAP.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    White Energy Market Value
shall mean the product of the White Energy Diluted Shares multiplied by the
White Energy VWAP, as expressed in United States Dollars, represented by the
sum
of :

     

    
      	
               
      

            	
              (a)

            	
              US
      $156,965,490  (AUS $237,833,223) at the Exchange Rate;
      plus

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      product of (i) that number of additional White Energy Shares, if any,
      issued between the Execution Date and the Settlement Date that represent
      White Energy Dedicated Securities, multiplied by (ii) the White Energy
      VWAP.

            


    

     

    White Energy Majority Shareholder
Consents shall have the meaning set forth in Section 2.1(v) of this
Agreement.

     

    White Energy Shares means, as
at any point in time, the issued and outstanding ordinary shares of White
Energy.

     

    White Energy VWAP means, as
expressed in United States Dollars at the Exchange Rate, US $0.9905 (AUS
$1.5008), representing the volume weighted average of the closing prices of
White Energy ordinary shares, as traded on the ASX for the twenty (20) Trading
Days immediately prior to the Execution Date.

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    In this
Agreement unless the context otherwise requires:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              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;

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

            	
              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;

            


    

     

    
      	
               
      

            	
              (f)

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

            


    

     

    
      	
               
      

            	
              (g)

            	
              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;

            


    

     

    
      	
               
      

            	
              (h)

            	
              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

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              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.

              	
                CONDITIONS
      PRECEDENT

              


      

       

    

    
      	
              2.1

            	
              Conditions

            


    

     

    Consummation
of the Transactions contemplated by this Agreement (Section 14 is
specifically excluded from this Section) is subject to and conditional upon the
satisfaction, before the Settlement Date, of all of the following conditions
precedent:

     

    
      	
               
      

            	
              (a)

            	
              the
      Purchaser shall have completed a business, financial and legal due
      diligence on the Constituent Corporations, which due diligence shall be
      satisfactory in the sole and absolute discretion of the
      Purchaser;

            


    

     

    
      	
               
      

            	
              (b)

            	
              White
      Energy shall have completed a financial and legal due diligence on the
      Purchaser, which due diligence shall be satisfactory in the sole and
      absolute discretion of White
Energy;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Purchaser
      Shareholder Approval shall have been duly obtained from the Record
      Purchaser Shareholders by the requisite vote under applicable law and the
      Purchaser’s Organizational Documents, the Post-Closing Purchaser Directors
      shall have been duly elected in accordance with 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;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      aggregate minimum amount of Purchaser’s Funds, after deduction of the
      items referred to in clauses (a) and (b) of the definition of Adjusted
      Funds, that are available to the Purchaser and the Constituent
      Corporations  as at the Settlement Date shall be not less than
      $74.75 million (the Minimum
      Amount);

            


    

     

    
      	
               
      

            	
              (e)

            	
              except
      as set forth on Schedule A to
      Exhibit
      2 to this Agreement, the Purchaser shall have no Material Purchaser
      Liabilities;

            


    

     

    
      	
               
      

            	
              (f)

            	
              each
      Party shall have obtained all regulatory, shareholder or other
      Authorizations necessary to implement the Transactions contemplated by
      this Agreement either unconditionally or on conditions satisfactory to the
      respective Party acting reasonably;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Vendor shall not have breached, in any material respect, any of the
      representations and warranties contained in Exhibit
      1 of this Agreement;

            


    

     

    
      	
               
      

            	
              (h)

            	
              a
      Prohibited Occurrence has not occurred in respect of any of the
      Constituent Corporations;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Purchaser shall not have breached, in any material respect, any of the
      representations and warranties contained in Exhibit
      2 of this Agreement;

            


    

     

    
      	
               
      

            	
              (j)

            	
              a
      Prohibited Occurrence has not occurred in respect of the
      Purchaser;

            


    

     

    
      	
               
      

            	
              (k)

            	
              no
      event shall have occurred which shall have a Material Adverse Effect upon
      the Constituent Corporations, their Business or the value of the Subject
      Shares or the Constituent Corporations
Shares;

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (l)

            	
              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;

            


    

     

    
      	
               
      

            	
              (m)

            	
              the Vendor shall
      have assigned to the Constituent
      Corporations all of its right,
      title and interest in and to all of the Material Contracts;

            


    

     

    
      	
               
      

            	
              (n)

            	
              all Affiliated Obligations shall be capitalized and terminated and neither WET nor any of the other
      Constituent Corporations shall have any obligation or liability to White
      Energy or any of the other Excluded Subsidiaries in respect of such
      Affiliated Obligations;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      Purchaser shall have delivered an opinion of counsel to Purchaser
      reasonably satisfactory to the
Vendor;

            


    

     

    
      	
               
      

            	
              (p)

            	
              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 Transactions 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)

            	
              [Intentionally
      omitted];

            


    

     

    
      	
               
      

            	
              (r)

            	
              the
      Purchaser shall have delivered to Vendor a fully executed copy of an
      amendment to the registration rights agreement dated January [16], 2008 by
      and among the Purchaser and the Initial Stockholders (as such term is
      defined therein) party thereto in form and substance mutually satisfactory
      to the Vendor and Purchaser;

            


    

     

    
      	
               
      

            	
              (s)

            	
              [Intentionally
      omitted];

            


    

     

    
      	
               
      

            	
              (t)

            	
              the
      sale and issuance of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Additional Securities and White Energy Dedicated Securities that
      constitute or may be included in Assumed Liabilities shall be issued only
      on such terms and conditions that are mutually acceptable to both White
      Energy and the Purchaser; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              White
      Energy Dedicated Securities that (A) are limited to ordinary shares or
      common shares, (B) do not constitute and are not included in Assumed
      Liabilities, and (C) may be issued without the approval of the
      shareholders of White Energy under ASX Rules or the Corporations Act may
      be issued by White Energy on commercially reasonable terms, without the
      prior written approval of the
Purchaser.

            


    

     

    
      	
               
      

            	
              (u)

            	
              White
      Energy and the Purchaser shall have entered into an agreement with the
      noteholders pursuant to the convertible note deed dated 10 October 2007 to
      amend, restate or modify certain terms and conditions of the Assumed
      Liability reflected in such convertible note deed, all in a manner that
      shall be mutually satisfactory to the Purchaser and White
      Energy;

            


    

     

    
      	
               
      

            	
              (v)

            	
              On
      or before the date of mailing of the Purchaser Proxy Statement to the
      Purchaser Shareholders, White Energy shall use its reasonable endeavours
      to procure (but without being legally bound to so procure) from the record
      holders of not less than 50% (or such lesser percentage as shall be
      reasonably acceptable to Purchaser) of the total number of issued and
      outstanding White Energy Shares entitled to vote at any regular or
      extraordinary meeting of White Energy shareholders called in whole or in
      part to consider this Agreement and the transactions contemplated hereby
      (the White Energy
      Shareholders Meeting), an agreement from such Persons or their
      authorized representative (collectively, the White Energy Majority
      Shareholders), in form and content reasonably satisfactory to the
      Purchaser, to vote all of the White Energy Shares which such White Energy
      Majority Shareholders are authorized to vote, in
      favour of this Agreement and consummation of all of the
      transactions contemplated hereby (the White Energy Majority
      Shareholders Consents);

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (w)

            	
              the
      Purchaser shall execute such documentation as is reasonably required by
      White Energy whereby the Purchaser shall expressly assume all obligations
      in respect of the payment of, all Assumed Liabilities;
  and

            


    

     

    
      	
               
      

            	
              (x)

            	
              the
      delivery of Disclosure Schedules by the disclosing Party to the recipient
      Party within 14 days after the Execution
Date.

            


    

     

    
      	
              2.2

            	
              Benefit
      of the Conditions

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Conditions in Sections 2.1(a), 2.1(g), 2.1(h), 2.1(k), 2.1(m), 2.1(n) and
      2(v) are inserted in this Agreement for the benefit of the Purchaser and
      the Purchaser may, by notice in writing to the Vendor on or before the due
      date for satisfaction of these Conditions waive any of these
      Conditions.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Conditions in Sections 2.1(b), 2.1(c), 2.1(d), 2.1(e), 2.1(i), 2.1(j),
      2.1(l), 2.1(o), 2.1(p) and 2.1(w) are inserted in this Agreement for the
      benefit of the Vendor and the Vendor 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 2.1(f), 2.1(r), 2.1(t), 2.1(u) and 2.1(x) 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.

            


    

     

    
      	
              2.3

            	
              Satisfaction
      or waiver of Conditions

            


    

     

    If the
Conditions are not satisfied, or waived by the relevant Party, in accordance
with the provisions of this Agreement on or before the End Settlement Date, this
Agreement shall be deemed to be at an end and of no force or effect with no
Party being subject to any of the obligations contained in this Agreement and
with no Party claiming any rights at law or in equity against any other Party
save for the obligations under Section 14 below and the performance of those
covenants and agreements (if any) which should have already been performed and
all damages for breach of the same.

     

    
      	
              2.4

            	
              Best
      Endeavours

            


    

     

    
      The
Parties must each use their best endeavours to satisfy the
Conditions.

    

     

    
      	
              2.5

            	
              Notices;
      Closing Certificates

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Purchaser and the Vendor 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 Settlement Date and (ii) the Settlement
      Date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              On
      the Settlement 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 Settlement
      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.

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              On
      the Settlement 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
      Settlement 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.

            


    

     

      
        

      

    

    
      
        	
                3.

              	
                THE
      TRANSACTION

              


      

       

    

    Subject
to the satisfaction or waiver of the Conditions set forth in Section 2.1 above, on
the Settlement Date, the Parties hereby agree as follows:

     

    
      	
              3.1

            	
              Purchase
      and Sale of Subject Shares; Constituent Corporation
  Shares

            


    

     

    
      	
               
      

            	
              (a)

            	
              As
      legal and beneficial owner of all and not less than all of the Subject
      Shares, the Vendor shall sell the Subject Shares to the Purchaser, free
      and clear of all Encumbrances, and the Purchaser shall purchase such
      Subject Shares from the Vendor, and pay to the Vendor the Consideration
      set forth in Section 3.2
      hereof.   The Subject Shares represent on the Execution
      Date, and will represent on the Settlement Date, 100% of the issued and
      outstanding shares of WET.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Except
      as otherwise reflected in this Agreement or the Exhibits hereto, WET and
      certain other Constituent Corporations are the record and beneficial
      owners on the Execution Date and on the Settlement Date of 100% of the
      issued and outstanding ordinary shares of each of the Constituent
      Corporations.  By its acquisition of the Subject Shares, the
      Purchaser shall become the direct and indirect record and beneficial owner
      of all of the issued and outstanding Constituent Corporation Shares owned
      by WET or other Constituent
Corporations.

            


    

     

    
      	
              3.2

            	
              Consideration
      Shares

            


    

     

    
      	
               
      

            	
              (a)

            	
              As
      the sole consideration for the Subject Shares, on the Settlement Date, the
      Purchaser shall (i) issue to White Energy the Consideration Shares, and
      (ii) assume and otherwise guaranty all of the Vendor’s or any of the
      Constituent Corporations’ obligations in respect of the Assumed
      Liabilities.  The aggregate number of Consideration Shares to be
      issued by the Purchaser to White Energy on the Settlement Date shall be
      calculated as follows:

            


    

     

    
      
        	
              	
                 
      (i)

              	
                 
      the White Energy Market Value shall be determined;

              


      

    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Adjusted Funds as at the Settlement 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;
and

            


    

     

    
      	
               
      

            	
              (v)

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

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the foregoing, or anything to the contrary contained in this Agreement,
      unless otherwise separately agreed by the Parties, in no event
      shall:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      (A) Percentage Interest be less than Fifty-One Percent (51.00%), or (B)
      the aggregate number of Consideration Shares issued to White Energy under
      this Agreement represent less than Fifty-One Percent (51.00%) of the
      aggregate number of the Total Adjusted Outstanding Shares of the
      Purchaser, or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      (A) Percentage Interest be more than Seventy-Two and One-Half Percent
      (72.50%) or (B) the aggregate number of Consideration Shares issued to
      White Energy under this Agreement exceed Seventy-Two and One-Half Percent
      (72.50%) of the aggregate number of the Total Adjusted Outstanding Shares
      of the Purchaser.

            


    

     

    For the
avoidance of doubt, the effect of this Section 3.2(b) is if,
as a result of the calculation in Section
3.2(a):

     

    
      	
               
      

            	
              (i)

            	
              the
      (A) the Percentage Interest would be less than Fifty-One Percent (51.00%),
      or (B) the aggregate number of Consideration Shares to be issued to White
      Energy under this Agreement would represent less than Fifty-One Percent
      (51.00%) of the aggregate number of the Total Adjusted Outstanding Shares
      of the Purchaser, the Purchaser shall nevertheless issue to White Energy
      on the Settlement Date that aggregate number of Consideration Shares so
      that the aggregate number of Consideration Shares to be issued to White
      Energy under this Agreement, shall be Fifty-One Percent (51.00%) of the
      aggregate number of the Total Adjusted Outstanding Shares of the
      Purchaser; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      (A) Percentage Interest would be more than Seventy-Two and One-Half
      Percent (72.50%) or (B) the aggregate number of Consideration Shares to be
      issued to White Energy under this Agreement would represent more than
      Seventy-Two and One-Half Percent (72.50%) of the aggregate number of the
      Total Adjusted Outstanding Shares of the Purchaser, the Purchaser shall
      nevertheless issue to White Energy on the Settlement Date that aggregate
      number of Consideration Shares so that the aggregate number of
      Consideration Shares to be issued to White Energy under this Agreement
      shall be limited to Seventy-Two and One-Half Percent (72.50%) of the
      aggregate number of the Total Adjusted Outstanding Shares of the
      Purchaser.

            


    

     

    
      	
               
      

            	
              (c)

            	
              An
      example of the method of calculating the aggregate number of Consideration
      Shares in accordance with the above formula is set forth is Section 4
      below.

            


    

     

    
      
        	
                3.3

              	
                Performance
      Shares

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              On
      or following the Settlement Date, the Purchaser shall authorize for
      issuance 100,000 shares of convertible redeemable preferred shares,
      $0.0001 par value per share, of the Purchaser (the Preference
      Shares).   The Preference Shares shall have a stated or
      liquidation value of US $0.01 per share (the Stated
      Value). 

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Preference Shares shall be issued to the key executive officers and other
      management personnel of the Purchaser and the Constituent Corporations as
      stock incentives under a stock incentive scheme (the Stock Incentive
      Plan).  Under such Stock Incentive Plan, in the event
      that the annual rate of coal production from Coal Upgrading Facilities
      that has been achieved or is achievable by the end of 31 December 2012
      shall exceed certain minimum levels to be determined by the compensation
      committee of the board of directors of the Purchaser after the Settlement
      Date (the Minimum
      Production Level) but up to a rate that is equal to or in excess of
      20,000,000 tonnes per annum.

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              In
      the event that the achieved or achievable rate of coal production at all
      Coal Upgrading Facilities shall not exceed the Minimum Production Level by
      31 December 2012, the Preference Shares shall automatically be redeemed at
      their Stated Value and cancelled.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      the event that the achieved or achievable rate of coal production at all
      Coal Upgrading Facilities shall exceed the Minimum Production Level by 31
      December 2012, the Preference Shares shall automatically convert into
      additional ordinary shares of the Purchaser (the Performance Shares) to
      be calculated on an incremental pro-rata basis based on coal tonne
      production levels in excess of the Minimum Production Level and up to a
      rate that is equal to 20,000,000 tonnes per
  annum.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      anything to the contrary set forth in this Section 3.3, the aggregate
      amount of Performance Shares issuable under such Stock Incentive Plan
      shall not exceed ten percent (10%) of the aggregate number of Total
      Adjusted Outstanding Shares on the Settlement Date (as adjusted for any
      share split, share consolidation and the like that may occur after the
      Settlement Date).

            


    

     

      
        

      

    

    
      
        	
                4.

              	
                EXAMPLE
      OF METHOD OF CALCULATING CONSIDERATION
SHARES

              


      

       

    

    
      For the
avoidance of doubt, if, for example:

    

     

    
      	
               
      

            	
              (a)

            	
              the
      White Energy Diluted Shares at the Execution Date are 158,470,964 ordinary
      shares;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      White Energy VWAP at the Execution Date is (AUS) $1.5008 or (USD)
      $0.9905;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      White Energy Market Value at the Execution Date is (USD)
      $156,965,490;

            


    

     

    
      	
               
      

            	
              (d)

            	
              there
      are $105.0 million of Adjusted Funds available on the Settlement Date, and
      therefore the Transaction Value is US
  $261,965,490;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Percentage Interest is 0.5992 (US $156,965,490 /US $261,965,490) and the
      result of the equation in Section
      3.2(a)(iv) is 0.4008;

            


    

     

    
      	
               
      

            	
              (f)

            	
              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;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Total Adjusted Outstanding Shares are therefore 34,930,140 Purchaser
      Shares; and

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Consideration Shares to be issued to White Energy on the Settlement Date
      are 20,930,140 Shares (34,930,140 –
14,000,000).

            


    

     

    
      

    

    
      
        	
                5.

              	
                MANAGEMENT
      AND CONTROL OF THE PURCHASER

              


      

       

    

    
      	
              5.1

            	
              Management
      and control

            


    

     

    Following
the Settlement Date, the Parties agree that White Energy will appoint the
relevant management personnel who will control the business operations of the
Purchaser and the Constituent Corporations, as wholly-owned Subsidiaries of the
Purchaser.

     

    
      	
              5.2

            	
              Composition
      of the Board of Directors

            


    

     

    
      	
               
      

            	
              (a)

            	
              On
      the Settlement Date, White Energy will appoint four (4) Persons to serve
      as members of the Board of Directors of the Purchaser, and two (2) Persons
      designated by the Purchaser’s Board of Directors prior to the Settlement
      Date and approved by White Energy shall serve as the remaining two (2)
      members of the Purchaser’s Board of Directors.  The Chairman of
      the Board of Directors of the Purchaser and the Constituent Corporations
      shall be designated by White
Energy.

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              For
      the purposes of Section 5.2(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.

            


    

     

    
      	
               
      

            	
              (c)

            	
              For
      the purposes of Section 5.2(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.

            


    

     

    
      	
               
      

            	
              (d)

            	
              For
      a period of five (5) years following the Settlement Date, White Energy
      shall vote all of its Purchaser Shares, at each annual or extraordinary
      meeting of shareholders of the Purchaser called in whole or in part for
      the purpose of electing members of the Purchaser’s board of directors, to
      elect two (2) Persons designated by the existing management and board of
      directors of Purchaser as members of the board of directors of the
      Purchaser.

            


    

     

    
      

    

    
      
        	
                6.

              	
                UTILISATION
      OF ADJUSTED FUNDS

              


      

       

    

    The
Parties agree that following Settlement, the Adjusted Funds will be used by the
Purchaser and the Constituent Corporations to provide expansion capital to fund
the Commercialisation of the Technology throughout the world and for general
working capital purposes.

     

      
        

      

    

    
      
        	
                7.

              	
                CHANGE
      OF NAME; PREPARATION OF PURCHASER’S PROXY STATEMENT;
  COSTS

              


      

       

    

    
      	
              7.1

            	
              Change
      of Name

            


    

     

    Immediately
following Settlement, the Parties will procure that the name of the Purchaser be
changed to “White Energy Coal
Technology Corporation” or such other name as shall be acceptable to
White Energy.

     

    
      	
              7.2

            	
              Preparation
      of Purchaser Proxy Statement

            


    

     

    Representatives
of each of White Energy and the Constituent Corporations 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,
including, without limitation:

     

    
      	
               
      

            	
              (a)

            	
              providing
      the Purchaser and its representatives with all business, legal and audited
      and unaudited financial statements concerning the Vendor and the
      Constituent 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 on or prior to the
      Settlement Date.

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    
      	
              7.3

            	
              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 of the Purchaser Proxy Statement
      and in complying with the provisions of Section 2.1(c) of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (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
      Settlement 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.

            


    

     

      
        

      

    

    
      
        	
                8.

              	
                SETTLEMENT

              


      

       

    

    
      	
              8.1

            	
              Time
      and Location of Settlement

            


    

     

    Settlement
shall take place on the Settlement Date at the offices of Hodgson Russ LLP,
legal counsel to the Purchaser at 1540 Broadway, Suite 2400, New York, New York
10036, United States of America or at such other offices as the Parties may
otherwise agree and at such time as shall be agreed by the Parties.

     

    
      	
              8.2

            	
              Vendor
      obligations at Settlement

            


    

     

    At
Settlement, the Vendor shall confer on the Purchaser title to the Subject Shares
and place the Purchaser in effective possession and control of the Constituent
Corporations. To this end, at or prior to Settlement, the Vendor covenants to,
if required by the Purchaser:

     

    
      	
               
      

            	
              (a)

            	
              deliver
      or cause to be delivered to the Purchaser in a form and substance
      satisfactory to the Purchaser:

            


    

     

    
      	
               
      

            	
              (i)

            	
              share
      certificate(s) evidencing all of the Subject
  Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      minute book and share certificates and share record book of WET and each
      of the other Constituent Corporations;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      separate instrument of transfer in registrable form for the Subject Shares
      in favour of the Purchaser (as transferee) which have been duly executed
      by White Energy (as transferor);

            


    

     

    
      	
               
      

            	
              (b)

            	
              procure
      that directors’ meetings of the Vendor and WET are held to attend to the
      following matters (as applicable):

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      approval of the registration (subject to payment of stamp duty, if any) of
      the transfers of the Subject Shares and the issue of a new share
      certificate for the Subject Shares registered in the name of the
      Purchaser; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      required by the Purchaser, the appointment as additional directors of the
      Constituent Corporations of not more than two (2) Persons nominated by the
      Purchaser by written notice before the Settlement Date pursuant to Section
      5.2(a);

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              provide
      the Purchaser with evidence reasonably satisfactory to the Purchaser of
      the valid assignments to the Constituent Corporations of all of the
      Material Contracts, and, to the extent legally required, the consents of
      all other Persons (other than the Vendor) to the assignment of such
      Material Contracts to the Constituent Corporations;
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              provide
      to the Constituent Corporations and the Purchaser legal and binding
      agreements and other documents reconstituting all Assumed Liabilities in
      form and content satisfactory to the
Purchaser.

            


    

     

    
      	
              8.3

            	
              Purchaser’s
      obligations at Settlement

            


    

     

    At
Settlement, the Purchaser shall:

     

    
      	
               
      

            	
              (a)

            	
              allot
      and issue the Consideration Shares to White
  Energy;

            


    

     

    
      	
               
      

            	
              (b)

            	
              deliver
      or cause to be delivered to White Energy share certificate(s) in respect
      of the Consideration Shares;

            


    

     

    
      	
               
      

            	
              (c)

            	
              do
      all things necessary to place White Energy in effective possession and
      control of the Consideration
Shares;

            


    

     

    
      	
               
      

            	
              (d)

            	
              procure
      that directors’ meetings of the Purchaser are held to attend to the
      following matters (as applicable):

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      approval of the issue of the Consideration Shares and the issue of a new
      share certificate for the Consideration Shares in the name of White
      Energy;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      appointment as additional directors and chairman of the Purchaser of those
      Persons nominated by White Energy by written notice before the Settlement
      Date in accordance with Section
      5.2;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      required by Section 5.2,
      the retirement, by written notice, of such number of the Purchaser
      Shareholders’ representatives as officers and directors of the Constituent
      Corporations with effect from the end of that meeting acknowledging that
      each of them has no claim of any kind whatsoever against the Constituent
      Corporations by way of compensation or entitlement for loss of office;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      other matters that White Energy or its legal counsel consider reasonably
      necessary in order for the Transaction to proceed in accordance with this
      Agreement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              deliver
      or cause to be delivered to White Energy, unless such items are required
      to be held and are actually held at the registered office of the
      Purchaser:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      common seal (and any duplicate common seal, share seal or official seal)
      of the Purchaser;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              all
      available copies of the constitution of the
  Purchaser;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      minute books and other records of meetings or resolutions of members and
      directors of the Purchaser;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              all
      registers of the Purchaser (including the register of members, register of
      options, register of directors, register of charges) in proper order and
      condition and fully entered up to the Settlement
  Date;

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (v)

            	
              all
      cheque books, financial and accounting books and records, copies of tax
      returns and assessments, mortgages, leases, agreements, insurance
      policies, title documents, licences, indicia of title, contracts,
      certificates and all other records, papers, books and documents of the
      Purchaser;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a
      duly completed authority for the alteration of the signatories of each
      bank account of the Purchaser in the manner agreed to by the Purchaser and
      the Vendor by written notice before the Settlement Date;
    and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              all
      current Authorisations and other documents issued to the Purchaser under
      any legislation or ordinance relating to its Business
      activities.

            


    

     

    
      	
               
      

            	
              (f)

            	
              pay
      or cause to be paid (i) all of the Material Purchaser Liabilities that are
      required to be paid at the Settlement Date, as set forth on Schedule A to
      Exhibit
      2 hereto, and (ii) all other costs and expenses incurred and to be
      incurred by the Purchaser prior to the Settlement Date in connection with
      the consummation of the Transactions contemplated by this
      Agreement.

            


    

     

    
      	
               
      

            	
              (g)

            	
              assume
      and guaranty the Assumed Liabilities, by instruments mutually satisfactory
      to White Energy and the Purchaser.

            


    

     

      
        

      

    

    
      
        	
                9.

              	
                COVENANTS
      BY WHITE ENERGY

              


      

       

    

    
      	
              9.1

            	
              Conduct
      of Business by the Constituent
Corporations

            


    

     

    
      	
               
      

            	
              (a)

            	
              During
      the period from the Execution Date to the Settlement Date, each of the
      Constituent Corporations shall and White Energy shall cause the
      Constituent 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.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      addition to and not in lieu of the provisions of Section 9.1(a),
      the Parties hereto do hereby acknowledge and agree that during the period
      between the Execution Date and the Settlement Date, without the consent or
      approval of the Purchaser, White Energy may (i) issue any Additional White
      Energy Securities, other than White Energy Dedicated Securities, and (ii)
      issue White Energy Dedicated Securities that (A) are limited to ordinary
      shares or common shares, (B) do not constitute and are not included in
      Assumed Liabilities, and (C) may be issued without the approval of the
      shareholders of White Energy under ASX Rules or the Corporations
      Act.

            


    

     

    
      	
              9.2

            	
              Covenants
      about the Constituent Corporations

            


    

     

    White
Energy covenants with the Purchaser that during the period commencing on the
Execution Date and expiring on the Settlement Date, neither White Energy nor the
Constituent Corporations will, in connection
with the Business or on behalf of the Constituent Corporations, except in the
ordinary course of such 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, other than Assumed
  Liabilities;

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              increase
      any of the Assumed Liabilities, except for accounts payable and accrued
      expenses incurred in the ordinary course of the businesses of the
      Constituent Corporations and consistent with past
    practices;

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

            	
              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;

            


    

     

    
      	
               
      

            	
              (f)

            	
              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;

            


    

     

    
      	
               
      

            	
              (g)

            	
              issue
      any additional Constituent Corporations Shares, or grant any option to
      subscribe for any security in the Constituent 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 any of the
      Constituent Corporations;

            


    

     

    
      	
               
      

            	
              (h)

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

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (j)

            	
              declare
      or pay any dividend or make any other distribution of the Constituent
      Corporations’ assets or profits;

            


    

     

    
      	
               
      

            	
              (k)

            	
              alter
      or agree to alter any of the Constituent Corporations’
      constitution;

            


    

     

    
      	
               
      

            	
              (l)

            	
              pass
      any resolution;

            


    

     

    
      	
               
      

            	
              (m)

            	
              amend or modify any executed Material
  Contract;

            


    

     

    
      	
               
      

            	
              (n)

            	
              resolve
      any programs or budgets in relation to the Constituent
      Corporations;

            


    

     

    
      	
               
      

            	
              (o)

            	
              issue
      or sell any Additional Securities;

            


    

     

    
      	
               
      

            	
              (p)

            	
              issue
      or sell any White Energy Dedicated Securities, other than White Energy
      Dedicated Securities that (i) are limited to ordinary shares or common
      shares, (ii) do not constitute and are not included in Assumed
      Liabilities, and (iii) may be issued without the approval of the
      shareholders of White Energy under ASX Rules or the Corporations Act;
      or

            


    

     

    
      	
               
      

            	
              (q)

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

            


    

     

    
      	
              9.3

            	
              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 Settlement Date it
      will:

            


    

     

    
      	
               
      

            	
              (i)

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

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              ensure
      that the approval of any third parties is obtained to the transfer of the
      Subject Shares pursuant to this Agreement (if
  required);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              cooperate
      with the Purchaser’s Investment Bankers in obtaining additional Purchaser
      Funds for the Purchaser and the Constituent Corporations, and, in such
      connection, use its reasonable endeavours to cause WET to raise additional
      Purchaser Funds through the sale of Additional Securities;
    and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              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 Constituent Corporations, or take any action which could reasonably be
      expected to make the Transactions 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 Constituent Corporations supplied by White Energy, any of
      the Constituent Corporations, 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 Settlement, a change in such
      information which would make the preceding sentence incorrect should be
      discovered by the Vendor or the Constituent Corporations, the Vendor or
      the Constituent Corporations, as applicable, will promptly notify
      Purchaser of such change. The Vendor and the Constituent 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.

            


    

     

    
      	
               
      

            	
              (c)

            	
              White
      Energy shall use its reasonable endeavours to cause the White Energy
      Shareholders Meeting to be held not later than 15 May
  2009.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Except
      as otherwise permitted in this Section 9.3(d),
      for a period of not less than one (1) year from the Settlement Date, White
      Energy shall not sell, transfer or assign in any public distribution any
      of the Consideration Shares. Notwithstanding the foregoing, White Energy
      shall have the right, at any time following 180 days after the Settlement
      Date to dividend or otherwise distribute any and all of such Consideration
      Shares to the White Energy
shareholders.

            


    

     

    
      	
              9.4

            	
              Break
      up Fee

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      the event that, for any reason, the White Energy shareholders shall not
      approve this Agreement and the Transactions contemplated hereby at the
      White Energy Shareholders Meeting, the Purchaser may be required to
      liquidate.  Accordingly, in the event that the White Energy
      shareholders shall not approve this Agreement and the Transactions
      contemplated hereby at the White Energy Shareholders Meeting, 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,

            


    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              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, pay 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 9.4(a)
      above shall be subject to the provisions of Section 9.4(d)
      below, and shall terminate on the earlier to occur of either of the
      following events:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      White Energy shareholders shall have approved this Agreement and the
      Transactions contemplated hereby at the White Energy Shareholders Meeting;
      or

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Parties agree and acknowledge that the Breakup Fee is a reasonable
      estimation of the loss and damage that may be suffered and incurred by the
      Purchaser as a result of the Transactions contemplated by this Agreement
      not being consummated.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      it is found by any court of competent jurisdiction 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:

            


    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              9.5

            	
              Event
      affecting value of Subject Shares

            


    

     

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

     

      
        

      

    

    
      
        	
                10.

              	
                COVENANTS
      BY THE PURCHASER

              


      

       

    

    
      	
              10.1

            	
              Conduct
      of Business by the Purchaser

            


    

     

    During
the period from the Execution Date to the Settlement 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.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    
      	
              10.2

            	
              Covenants
      about the Purchaser

            


    

     

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

     

    
      	
               
      

            	
              (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;

            


    

     

    
      	
               
      

            	
              (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 on or before the Settlement Date, the Purchaser shall
      have the right to issue and sell additional Purchaser Shares or issue
      Additional Securities of the Purchaser (upon terms and conditions
      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 shall (i) have advised the
      Purchaser or its representatives that such Person will not vote in favour
      of this Agreement and the Transactions 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;

            


    

     

    
      	
               
      

            	
              (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 Settlement 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 Transactions 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 $74.75 million Minimum Amount
      available on the Settlement 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;

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (l)

            	
              sell
      or issue any Additional Securities, other than as contemplated in Section 10.2(f)
      and Section
      10.2(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.

            


    

     

    
      	
              10.3

            	
              Further
      Covenants by the Purchaser

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Purchaser covenants in favour of the Vendor that during the period
      commencing on the Execution Date and expiring on the Settlement Date it
      will:

            


    

     

    
      	
               
      

            	
              (i)

            	
              allow
      the Vendor to carry out a financial, commercial and legal due diligence in
      relation to the Purchaser and will provide the Vendor with all relevant
      information in respect of the Purchaser, in order for the Vendor 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 transfer of the issue of the Consideration Shares
      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;
  and

            


    

     

    
      	
               
      

            	
              (iv)

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              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 Approval, 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
      Approval.  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 Approval;
      and

            


    

     

    
      	
               
      

            	
              (iii)

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

            


    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              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 the
      Vendor or the Constituent 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 Vendor. Purchaser shall give the Vendor 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 the Vendor' comments. Purchaser will provide to the
      Vendor 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.

            


    

     

    
      	
               
      

            	
              (d)

            	
              With
      respect to any information change notice delivered by Vendor to Purchaser
      pursuant to Section 9.3(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
      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).

            


    

     

    
      	
               
      

            	
              (e)

            	
              Until
      the earlier of the Settlement 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;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              enter
      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 Vendor of any such
      inquiries or proposals or requests for information for such
      purpose.

            


    

     

    
      	
              10.4

            	
              Event
      affecting value of Purchaser Shares

            


    

     

    If, on or
before Settlement, 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 the Vendor fully describing the
event.

     

      
        

      

    

    
      
        	
                11.

              	
                REPRESENTATIONS
      AND WARRANTIES BY THE VENDOR

              


      

       

    

    
      	
              11.1

            	
              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, both at the Execution Date
and at the Settlement Date, except as otherwise disclosed in the Constituent
Corporations Disclosure Schedule.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    
      	
              11.2

            	
              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 any
      of the Constituent 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.

              


      

    

     

    
      	
              11.3

            	
              Repetition
      on Settlement Date

            


    

     

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

     

    
      	
              11.4

            	
              Limitation
      on Warranties

            


    

     

    
      
        	
              	
                (a)

              	
                Except
      with respect to Claims arising in connection with the representations and
      warranties set forth in Section 1 of
      Exhibit
      1, which representations and warranties shall survive the
      Settlement indefinitely, White Energy shall not be liable to the Purchaser
      for any Claim under or in connection with this Agreement, or the
      transactions contemplated by it, unless the Purchaser has given written
      notice to White Energy setting out reasonable details of the specific
      matter in respect of which the Claim is
made:

              


      

    

     

    
      
        	
              	
                (i)

              	
                within
      two (2) years after the Settlement Date in respect of any such Claim
      relating to any Tax; and

              


      

    

     

    
      
        	
              	
                (ii)

              	
                within
      twelve (12) months after the Settlement Date in respect of all other
      Claims, and

              


      

    

     

    
      
        	
              	
                (iii)

              	
                subject
      to White Energy and the Purchaser otherwise agreeing in writing) court
      proceedings have been issued and properly served by the Purchaser against
      White Energy in respect of such Claim within the period of 6 months
      immediately following notification of the
Claim.

              


      

    

     

    
      
        	
              	
                (b)

              	
                White
      Energy shall not be liable to the Purchaser for any Claim for breach of
      warranty under this Agreement or any breach of any other provision of this
      Agreement or under any indemnity in this Agreement, and the Purchaser is
      not entitled to make a Claim, if and to the extent that the facts, matters
      or circumstances giving rise to the Claim are fully and fairly disclosed
      and set out in the Disclosure Schedule provided by White Energy to the
      Purchaser under this
Agreement.

              


      

    

     

    11.5            Reduction
of Consideration Shares

     

    White
Energy hereby agrees that, as an additional and/or alternative remedy to the
indemnity provided by White Energy pursuant to Section 11.2, in the
event that Purchaser is subject to any Claim which arises from or is in
connection with any matter indemnified by White Energy pursuant to such Section 11.2, the
Purchaser may demand that White Energy return to the Purchaser’s treasury for
cancellation, such number of the Consideration Shares issued on the Settlement
Date as determined by dividing the value of the Claim by the volume weighted
average price of the Purchaser’s Shares as quoted on NYSE Alternext over the 20
trading days immediately following the date of the resolution of the
Claim.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    
      

    

    
      
        	
                12.

              	
                REPRESENTATIONS
      AND WARRANTIES BY THE PURCHASER

              


      

       

    

    
      	
              12.1

            	
              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 the Vendor 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, both at the Execution Date
and at the Settlement Date, except as disclosed in the Constituent Corporations
Disclosure Schedule.

     

    
      	
              12.2

            	
              Indemnity
      by Purchaser

            


    

     

    The
Purchaser hereby agrees to indemnify and hold harmless White Energy and the
Vendor against any Claim against White Energy, the Vendor or the Constituent
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

              


      

    

     

    
      
        	
              	
                (c)

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

              


      

    

     

    
      	
              12.3

            	
              Additional
      Purchaser Shares

            


    

     

    The
Purchaser hereby agrees that, as an additional and/or alternative remedy to the
indemnity provided by the Purchaser pursuant to Section 12.2, in the event that
White Energy or the Constituent Corporations are subject to any Claim which
arises from or is in connection with any matter to be indemnified by the
Purchaser pursuant to such Section 12.2, White Energy shall be entitled to be
issued such number of additional Purchaser Shares as determined by dividing the
value of the Claim by the volume weighted average price of the Purchaser’s
Shares as quoted on NYSE Alternext over the 20 trading days immediately
following the date of the resolution of the Claim.

     

    
      	
              12.4

            	
              Repetition
      on Settlement Date

            


    

     

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

     

    
      	
              12.5

            	
              Limitation
      on Warranties

            


    

     

    
      
        	
              	
                (a)

              	
                Except
      with respect to Claims arising in connection with the representations and
      warranties set forth in Section 1 of
      Exhibit
      2, which representations and warranties shall survive the
      Settlement indefinitely, the Purchaser shall not be liable to White Energy
      or the Constituent Corporations for any Claim under or in connection with
      this Agreement, or the transactions contemplated by it, unless the
      Purchaser has received written notice setting out reasonable details of
      the specific matter in respect of which the Claim is
  made:

              


      

    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    
      
        	
              	
                (i)

              	
                within
      two (2) years after the Settlement Date in respect of any such Claim
      relating to any Tax; and

              


      

    

     

    
      
        	
              	
                (ii)

              	
                within
      twelve (12) months after the Settlement Date in respect of all other
      Claims, and

              


      

    

     

    
      
        	
              	
                (iii)

              	
                subject
      to White Energy and the Purchaser otherwise agreeing in writing) court
      proceedings have been issued and properly served by White Energy against
      the Purchaser in respect of such Claim within the period of 6 months
      immediately following notification of the
Claim.

              


      

    

     

    
      
        	
              	
                (b)

              	
                The
      Purchaser shall not be liable to White Energy for any Claim for breach of
      warranty under this Agreement or any breach of any other provision of this
      Agreement or under any indemnity in this Agreement, and White Energy shall
      not be entitled to make a Claim, if and to the extent that the facts,
      matters or circumstances giving rise to the Claim are fully and fairly
      disclosed and set out in the Disclosure Schedule furnished by the
      Purchaser, in the Purchaser Prospectus or in the Form 20-F and Forms 6-K
      filings made by the Purchaser under the Securities Exchange
      Act.

              


      

    

     

    
      

    

    
      
        	
                13.

              	
                GENERAL
      REPRESENTATIONS AND WARRANTIES AND ACKNOWLEDGEMENTS BY ALL
      PARTIES

              


      

       

    

    
      	
              13.1

            	
              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.

              


      

    

     

    
      	
              13.2

            	
              Acknowledgement

            


    

     

    Each
Party acknowledges and agrees that upon consummation of the Transactions
contemplated hereby, immediately following the Settlement Date substantially all
of White Energy’s assets will consist of:

     

    
      
        	
              	
                (a)

              	
                $5,000,000
      cash;

              


      

    

     

    
      
        	
              	
                (b)

              	
                equity
      in the Excluded Subsidiaries;

              


      

    

     

    
      
        	
              	
                (c)

              	
                the
      Consideration Shares; and

              


      

    

     

    
      
        	
              	
                (d)

              	
                any
      receivables in respect of any Allowed Affiliated
    Obligations.

              


      

    

     

    
      
         


      

      
        33

        
          

        

      

      
         


      

    

     

      
        

      

    

    
      
        	
                14.

              	
                CONFIDENTIALITY

              


      

       

    

    
      	
              14.1

            	
              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

              


      

    

     

    
      
        	
              	
                (g)

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

              


      

    

     

    
      	
              14.2

            	
              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.

     

    
      	
              14.3

            	
              Obligations
      continuing

            


    

     

    The
obligations under this Section 14 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.

     

    
      	
              14.4

            	
              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.

     

    
      	
              14.5

            	
              Agreed
      announcement

            


    

     

    A party
may not make any other public announcement relating to this agreement (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

              


      

    

     

    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    
      
        	
              	
                (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.

              


      

    

     

      
        

      

    

    
      
        	
                15.

              	
                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.

              


      

    

     

      
        

      

    

    
      
        	
                16.

              	
                NOTICES
      AND CERTIFICATES

              


      

       

    

    
      	
              16.1

            	
              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
16.2, 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 16.3.

     

    
      	
              16.2

            	
              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 Island

    Cayman
Islands

    


    With
copies to:

    


    Dr. Gary Hirst

    1515 International Parkway,

    Suite 2031

    Lake Mary, FL  32746

    Facsimile: INT
+(407) 805-0517

    


    -and-


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    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 and WET:

     

    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

    


    
      	
              16.3

            	
              Change
      of Address

            


    

     

    Each
Party may from time to time change its address by giving notice pursuant to
Section 16.1 to the other Parties.

     

    
      	
              16.4

            	
              Receipt
      of notice

            


    

     

    Any
notice given pursuant to Section 16.1 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.

              


      

    

     

    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

    
      

    

    
      
        	
                17.

              	
                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.

     

      
        

      

    

    
      
        	
                18.

              	
                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.

     

      
        

      

    

    
      
        	
                19.

              	
                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.

     

      
        

      

    

    
      
        	
                20.

              	
                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.

              


      

    

     

      
        

      

    

    
      
        	
                21.

              	
                COSTS

              


      

       

    

    
      	
              21.1

            	
              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.

     

    
      	
              21.2

            	
              Legal
      Costs

            


    

     

    In
addition to the provisions of Section 7.3 above, each Party shall bear their own
legal costs of and incidental to the preparation, negotiation and execution of
this Agreement.

     

      
        

      

    

    
      
        	
                22.

              	
                MISCELLANEOUS

              


      

       

    

    
      	
              22.1

            	
              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.

     

    
      	
              22.2

            	
              Sole
      Understanding

            


    

     

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

     

    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    
      	
              22.3

            	
              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.

     

    
      	
              22.4

            	
              Time

            


    

     

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

     

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

     

    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    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/
      John McGuigan	 
      	 
      	 
      
	
                          Director

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          EXECUTED
      BY:

                        	) 
      	 
      	 
      
	 
      	)	 
      	 
      
	
                          WHITE ENERGY TECHNOLOGY
      LTD.

                        	) 
      	 
      	 
      
	
                          ABN
      62 114 203 904

                        	) 
      	 
      	 
      
	
                          in
      accordance with Corporations Act:

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          /s/ John Atkinson

                        	 
      	 
      	 
      
	
                          Director

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	/s/
      John McGuigan	 
      	 
      	 
      
	
                          Director

                        	 
      	 
      	 
      


                

              

            

          

        

      

    


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

    
      

    

    
      EXHIBIT
1 – REPRESENTATIONS AND WARRANTIES OF WHITE ENERGY

       

    

    
      
        	
                1.

              	
                Share
      capital

              


      

    

     

    
      
        	
              	
                (a)

              	
                (Subject
      Shares):  The Subject Shares comprise 100% of the issued
      and outstanding ordinary shares in
WET.

              


      

    

     

    
      
        	
              	
                (b)

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

              


      

    

     

    
      
        	
              	
                (c)

              	
                (Due Issuance and
      Payment):  The Subject Shares and the issued and
      outstanding Constituent Corporations Shares are fully paid up and
      non-assessable and have been duly issued and allotted.  The
      Subject Shares are owned of record and beneficially by the Vendor free and
      clear of all Encumbrances, and the issued and outstanding Constituent
      Corporations Shares are owned of record and beneficially by the applicable
      Constituent Corporation set forth on Schedule A to
      the Exhibit 1 free
      and clear of all
Encumbrances.

              


      

    

     

    
      
        	
              	
                (d)

              	
                (No right to subscribe):
      No Person has any right or option to subscribe for or otherwise to acquire
      any further Constituent Corporation
Shares.

              


      

    

     

    
      
        	
              	
                (e)

              	
                (No preference shares or
      convertible securities):  The Constituent Corporations do
      not have any preferred or preference shares authorized or
      issued.  No Person has any right to convert any notes or other
      securities of the Constituent Corporations or the Vendor into any
      Constituent Corporation
Shares.

              


      

    

     

    
      
        	
              	
                (f)

              	
                (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 the Constituent
      Corporations or any Constituent Corporation
  Shares.

              


      

    

     

    
      
        	
              	
                (g)

              	
                (No other
      allotments):  The Constituent Corporations are 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
      Constituent Corporations are not under any obligation to give any option
      over any part of their unissued share capital nor have the Constituent
      Corporations offered to do any of the matters stated in this
      sub-paragraph.

              


      

    

     

    
      
        	
              	
                (h)

              	
                (Right and power to
      sell):  Subject to all necessary approvals (as
      contemplated in this Agreement), the Vendor has complete and unrestricted
      power and right to sell, assign and transfer the Subject Shares to the
      Purchaser except for the consent of the directors of WET to the
      registration of the transfers of the Subject
  Shares.

              


      

    

     

    
      	
              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
      Constituent Corporations 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
      Constituent Corporations 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 the Constituent
      Corporations 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 the Constituent
      Corporations to any Person or entitle any Person to require the
      performance of or compliance with any existing contractual or other
      obligation of the Constituent Corporations;
and

              


      

    

     

    
      
        	
              	
                (e)

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

              


      

    

     

    
      	
              3.

            	
              The Constituent
      Corporations

            


    

     

    Each of
the Constituent Corporations:

     

    
      
        	
              	
                (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 the Vendor
      or the Constituent Corporations is a party and relating to the Transaction
      have been fully disclosed to the Purchaser prior to the Execution Date and
      listed on the Constituent Corporations Disclosure
  Schedule.

              


      

    

     

    
      
        	
              	
                (b)

              	
                (Executed Material
      Contracts):  Each and every Material Contract and other
      instrument or other commitment relating to the Transaction to which the
      Vendor or the Constituent Corporations is a party and which is executed,
      delivered and assigned to the Constituent Corporations on the Settlement
      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 Settlement 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
      the Constituent Corporations to carry on the Business.  As at
      the Settlement Date, White Energy shall cause to be assigned to the
      Constituent Corporations all of the Material Contracts that are, in White
      Energy’s reasonable opinion, necessary for the Constituent Corporations to
      carry on the Business.

              


      

    

     

    
      
        	
              	
                (d)

              	
                (No Defaults): White
      Energy not has 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):  The Vendor and the Constituent
      Corporations are not a party to any contract or commitment relating to the
      Transaction 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 Subject
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):  The Constituent Corporations have 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 the Constituent Corporations on the
      Settlement Date are sufficient to conduct the Business of the Constituent
      Corporations as currently conducted and as expected to be conducted as at
      the Settlement Date.

              


      

    

     

    
      	
              5.

            	
              Corporate
      matters

            


    

     

    
      
        	
              	
                (a)

              	
                (Assets owned by the Constituent
      Corporations):  The Constituent Corporations are the
      legal and beneficial owner of all of their assets, which are owned free
      and clear of any Encumbrance, except as disclosed in the Constituent
      Corporations Disclosure Schedule, and on the Settlement 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 Constituent Corporations Disclosure Schedule, there are
      no Encumbrances over all or the Constituent Corporations’ present or
      future assets or revenues of its
business.

              


      

    

     

    
      
        	
              	
                (c)

              	
                (Compliance with
      contracts):  Each of the Vendor and the Constituent
      Corporations, as applicable, 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 the
      Constituent Corporations in favour of any Person which are or may come to
      be in force in relation to the Business or the Constituent
      Corporations.

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                (e)

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

              


      

    

     

    
      
        	
              	
                (f)

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

              


      

    

     

    
      
        	
              	
                (g)

              	
                (Filings):  The
      Constituent Corporations have 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 Constituent Corporations is not liable to be struck off
      the register of companies.

              


      

    

     

    
      	
              6.

            	
              Intellectual
      Property and
      Confidential Information

            


    

     

    (a)          
The Constituent Corporations 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 Settlement Date owned or used by the Constituent Corporations
in connection with the Business.

     

    (b)          
(Right and
title):  As at the Execution Date and the Settlement
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)

              	
                neither
      White Energy nor the Constituent Corporations will 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 Settlement Date and pursuant to the Head Licenses be legally
      vested in the Constituent Corporations (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.  Each of White Energy
      and the Constituent Corporations, as applicable, 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):  Neither White Energy nor the Constituent
      Corporations is aware of any use by any other Person of any business name
      or trade mark owned or used by the Constituent
    Corporations.

              


      

    

     

    
      
        	
              	
                (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 or the Constituent Corporations, 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):  The Constituent Corporations 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 the Constituent Corporations or any
      Person for whom the Constituent Corporations 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
      the Constituent Corporations to continue to operate the
      Business.

              


      

    

     

    
      
        	
              	
                (d)

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

              


      

    

     

    
      	
              8.

            	
              Taxation

            


    

     

    
      
        	
              	
                (a)

              	
                (Compliance):  The
      Constituent Corporations have 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 Constituent Corporations have been
      paid or remitted to the relevant Revenue Authority by the Constituent
      Corporations.

              


      

    

     

    
      
        	
              	
                (c)

              	
                (No penalty or fine paid or
      payable):  The Constituent Corporations have not in the
      past five years paid or become liable to pay, nor are there any
      circumstances by reason of which the Constituent Corporations 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 the Constituent Corporations which might
      reasonably be regarded as material to a purchaser for value of the Subject
      Shares has been disclosed in writing to the Purchaser and is set forth in
      the Constituent Corporations Disclosure
  Schedules.

              


      

    

     

    
      
        	
              	
                (b)

              	
                (True, complete and
      accurate):  All information concerning the Constituent
      Corporations or concerning the Subject Shares supplied to the Purchaser or
      its agents, employees or advisers by the Vendor 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 Vendor 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 Subject Shares or the Constituent Corporations which might
      materially adversely affect the interests of the Purchaser as an intending
      purchaser of the Subject
Shares.

              


      

    

     

    
      
        
          	
                	
                  (i)

                	
                  Permits;
      Compliance.  The Constituent Corporations are 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 or the Constituent Corporations, threatened regarding suspension or
      cancellation of any of the Permits.  The Constituent
      Corporations are 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 the
      Constituent Corporations 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.

                


        

      

    

     

    
      
        	
              	
                (ii)

              	
                Environmental
      Matters.  There are, with respect to the Constituent
      Corporations, 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 the Constituent Corporations have 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 the Constituent Corporations,
      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 the Constituent Corporations, and no
      Hazardous Materials were released on or about any real property previously
      owned, leased or used by the Constituent Corporations 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 the
      Constituent Corporations that are not in compliance with applicable
      law.

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                (iii)

              	
                Title to
      Property.  The Constituent Corporations have 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 each of the Constituent Corporations 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 the Constituent Corporations are held by them under
      valid, subsisting and enforceable leases with such exceptions as would not
      have a Material Adverse
Effect.

              


      

    

     

    
      
        	
              	
                (iv)

              	
                Insurance.  The
      Constituent Corporations are 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 Constituent
      Corporations believes to be prudent and customary in the businesses in
      which the Constituent Corporations are engaged.  No executive
      officer of White Energy or the Constituent Corporations have any reason to
      believe that the Constituent Corporations 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.  Each
      of the Constituent Corporations (after giving effect to the Transactions
      contemplated by this Agreement) is solvent.  Each of the
      Constituent Corporations (after giving effect to the Transactions
      contemplated by this Agreement) 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 Constituent
      Corporations Disclosure Schedule, neither White Energy nor the Constituent
      Corporations have 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 Transactions
  hereunder.

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      

    

    
      SCHEDULE
A TO EXHIBIT 1 

        
          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Constituent

                                                            Corporation

                                                          	 	
                                                            Constituent

                                                            Corporation Shares

                                                          	 	
                                                            Legal holder of

                                                            Constituent

                                                            Corporation Shares

                                                          	 	
                                                            Beneficial holder of

                                                            Constituent

                                                            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

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
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
      Settlement duly and validly authorized, and when issued and delivered in
      accordance with the terms hereof for the consideration set forth in
      Section 3.1 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 Approval) 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 as of the Execution
Date.

            


    

     

    
      	
               
      

            	
              (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 by Ho Capital Management LLC and as at the
      Settlement Date or immediately thereafter will be owned of record and
      beneficially (A) as to 2,862,500 Insider Warrants by Noble Investment
      Fund, and (B) as to 2,862,500 Insider Warrants by Ho Capital Management
      LLC or Angela Ho, subject to the pledge of such Insider Warrants to Noble
      Investment Company to secure a loan to Ho Capital Management LLC;
      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 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 are exempt
    from:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      registration requirements of the Securities Act pursuant to Section 4(2)
      thereof; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      registration or qualification requirements of any applicable U.S. state
      securities laws.

            


    

     

    
      	
              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;
and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (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 China Tel Transaction 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
Settlement Date, the Purchaser will have not less than the Minimum 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 Constituent
Corporations 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 the Vendor 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 Settlement 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 Approval, the execution and delivery of
      this Agreement and the consummation of the Transactions 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
      Transactions.

            


    

     

    
      	
               
      

            	
              (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 the Vendor 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 the Vendor 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 Vendor 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 Settlement 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 Constituent Corporations are
      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 Transactions contemplated by this
      Agreement) is solvent.  The Purchaser (after giving effect to
      the Transactions 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 Transactions, 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
      $987,000 as at the Execution Date, and may borrow up to an additional
      $263,000 prior to the Settlement 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 Settlement Date, certain
      Affiliates of the Purchaser shall assign to TAG an aggregate of 100,000
      ordinary shares of ASSAC owned by such Affiliates, all as set forth in the
      Funding Agreement.

            


    

     

    
      	
              2.

            	
              The
      Purchaser is indebted to Angela Ho 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 a monthly work fee of $25,000 per month to
      Canaccord Capital Corp. and Roth Capital Partners LLC, and on the
      Settlement Date, the Purchaser will be obligated to pay a success fee to
      such Persons equal to up to 6% of the “Transaction Consideration” (as
      defined) and (if applicable) a financing fee equal to up to 6% of the
      amount of financing provided to the Purchaser by or through such Persons,
      all as set forth in an investment banking agreement between Purchaser and
      Canaccord Capital Corp. and Roth Capital Partners LLC, dated December 15,
      2008, as amended and restated as of March 12, 2009.  In
      addition, in connection with the sale and issuance of Additional
      Securities of the Purchaser or WET, the Purchaser is obligated to issue to
      Canaccord Capital Corp. and Roth Capital Partners LLC warrants,
      exercisable at 110% of the issue price, conversion price or exercise price
      per share of any Additional Securities, entitling such Persons to purchase
      10% of the amount of Purchaser Shares that are issued or issuable upon
      conversion or exercise of such Additional
  Securities.

            


    

     

    
      	
              4.

            	
              On
      the Settlement 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.

            


    

     

    
      	
              5.

            	
              On
      the Settlement 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 Transaction by TAG to the
      Purchaser.

            


    

     

    
      	
              6.

            	
              On
      the Settlement Date, the Purchaser shall be obligated to pay a cash
      payment of up to $225,000 to AFH Holdings LLC, in connection with the
      settlement of a claim for a finders
fee.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      

    

    
      EXHIBIT
3 – COMBINED CONSOLIDATED BALANCE SHEET OF THE CONSTITUENT CORPORATIONS BASED ON
AUDITED ACCOUNTS AS OF 31 DECEMBER 2008 

        
          

        

      

       

    

    Balances in Australian
Dollars (AU$)

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 
      	 	
                                                        AU$

                                                      	 
	 	 	 	 
	
                                                        Current
      Assets

                                                      	 	 	 
	
                                                        Cash
      and cash equivalents  

                                                      	 	 	5,946,784	 
	
                                                        Trade
      and other receivables

                                                      	 	 	11,620,856	 
	
                                                        Total
      current assets

                                                      	 	 	17,567,640	 
	 
      	 	 	 	 
	
                                                        Non-current
      assets

                                                      	 	 	 	 
	
                                                        Property,
      plant and equipment

                                                      	 	 	113,682,067	 
	
                                                        Intangible
      assets

                                                      	 	 	53,162,129	 
	
                                                        Total
      non-current assets

                                                      	 	 	166,844,196	 
	 
      	 	 	 	 
	
                                                        Total
      Assets

                                                      	 	 	184,411,836	 
	 
      	 	 	 	 
	
                                                        Current
      Liabilities

                                                      	 	 	 	 
	
                                                        Accounts
      payable and accrued expenses

                                                      	 	 	16,801,430	 
	
                                                        Other
      liabilities

                                                      	 	 	14,339,223	 
	
                                                        Total
      current liabilities

                                                      	 	 	31,140,653	 
	 
      	 	 	 	 
	
                                                        Non-current
      liabilities

                                                      	 	 	 	 
	
                                                        Other
      liabilities

                                                      	 	 	35,917,619	 
	
                                                        Borrowings

                                                      	 	 	44,447,570	 
	
                                                        Total
      non-current liabilities

                                                      	 	 	80,365,189	 
	 
      	 	 	 	 
	
                                                        Total
      liabilities

                                                      	 	 	111,505,842	 
	 
      	 	 	 	 
	
                                                        Net
      assets

                                                      	 	 	72,905,994