WAY OF CONTINUATION. 169. If the Company is exempted as defined in the Law, it shall, subject to the provisions of the Law and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
WAY OF CONTINUATION. 132. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. EXHIBIT 2 SHAREHOLDERS’ AGREEMENT Dated This 9th day of July 2009 By and Among TPG Star Energy Ltd. Standard Bank Plc Far East Energy Limited MI Energy Corporation AND MIE Holdings Corporation SHAREHOLDERS’ AGREEMENT in relation to MIE HOLDINGS CORPORATION TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. RESTRICTIONS ON TRANSFERABILITY 9 3. PREEMPTION RIGHTS 16 4. [Intentionally left blank] 17 5. COVENANTS 17 6. BOARD OF DIRECTORS 19 7. MEETINGS OF SHAREHOLDERS 22 8. ANNOUNCEMENTS AND CONFIDENTIALITY 23 9. NOTICES 24 10. GOVERNING LAW AND PRIORITY 26 11. TERMINATION OF AGREEMENT 26 12. ARBITRATION 27 13. CERTAIN ADDITIONAL COVENANTS OF THE PARTIES 28 14. MISCELLANEOUS 29 THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made on the 9TH day of JULY 2009 by and among
WAY OF CONTINUATION. 128. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. For and on behalf of Vistra (Cayman) Limited of P. O. Box 31119 Grand Pavilion, Hibiscus Way, 000 Xxxx Xxx Xxxx, Xxxxx Xxxxxx, XX0 - 0000 Cayman Islands Corporation (Sd.) Authorised Signatory Xxxxxx Xxxx DATED 1st day of April, 2021 WITNESS to the above signature :- (Sd.) Xxxxxxx Xxxxxx of P. O. Box 31119 Grand Pavilion, Hibiscus Way, 000 Xxxx Xxx Xxxx, Xxxxx Xxxxxx, XX0 - 0000 Cayman Islands CAY 2021/02/31 Certified a True Copy Downloaded and Printed on 09-Apr-2021 Registrar of Companies Auth Code: F56575717963 G-23 Auth Code: A55468525484 xxx.xxxxxx.xxx.xx EXHIBIT H Form of Surviving Corporation Memorandum MEMORANDUM AND ARTICLES OF ASSOCIATION OF Caravelle Group Co., Ltd Incorporated on the 1st day of April, 2021 INCORPORATED IN THE CAYMAN ISLANDS CAY 2021/02/31 Certified a True Copy Downloaded and Printed on 09-Apr-2021 Registrar of Companies Auth Code: F56575717963 H-1 Auth Code: A55468525484 xxx.xxxxxx.xxx.xx THE COMPANIES ACT (2021 Revision) Company Limited by Shares MEMORANDUM OF ASSOCIATION OF Caravelle Group Co., Ltd
WAY OF CONTINUATION. 132. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. XXXXXXXX CHANCE PTE LTD Exhibit B DATED [ ] FIRST AMENDMENT AND RESTATEMENT AGREEMENT FAR EAST ENERGY LIMITED as Seller MIE HOLDINGS CORPORATION as Company MI ENERGY CORPORATION and STANDARD BANK PLC as Buyer RELATING TO AN OPTION AGREEMENT DATED 12 JANUARY 2009 CONTENTS Clause Page 1. Definitions And Interpretation 1 2. Restatement 1 3. Warranties 2 4. Continuity And Further Assurance 2 5. Fees, Costs And Expenses 2 6. Miscellaneous 2 7. Governing Law 2 Schedule 1 Restated Agreement 4 THIS DEED is made on BETWEEN:
WAY OF CONTINUATION. 132. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. EXHIBIT B SHAREHOLDERS’ AGREEMENT Dated This day of july 2009 By and Among TPG Star Energy Ltd. Standard Bank Plc Far East Energy Limited MI Energy Corporation AND MIE Holdings Corporation SHAREHOLDERS’ AGREEMENT in relation to MIE HOLDINGS CORPORATION TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. RESTRICTIONS ON TRANSFERABILITY 9 3. PREEMPTION RIGHTS 16
WAY OF CONTINUATION. 126. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. (sd,) YAN Man Sing Xxxxxxx Accountant of Xxxx 0000, Xxxxxxxxxx Xxxxx, Xxx Xxxxxxxx, Xxxxxxx, Xxxx Xxxx DATED 17 JAN 2011 WITNESS to the above signature :- (sd.) Xxx Xxx Xxxx Xxxxxxxxx Secretary of Rooms 802-803, 8/F., Bonham Trade Centre, 50 Bonham Strand, Xxxxxx Xxx, HK CERTIFIED TO BE A TRUE AND CORRECT COPY
WAY OF CONTINUATION. 132. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. EXHIBIT C SHAREHOLDERS AGREEMENT Dated This 10th Day of March 2010 By And Among Tpg Star Energy Ltd. Tpg Star Energy Co-invest LLC Sino Link Limited Harmony Energy Limited Far East Energy Limited MI Energy Corporation AND MIE Holdings Corporation SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT in relation to MIE HOLDINGS CORPORATION TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 2 2. RESTRICTIONS ON TRANSFERABILITY 10 3. PREEMPTION RIGHTS 16
