Exhibit 10.2 


 


REGISTRATION RIGHTS AGREEMENT 


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of January 15, 2013, is made and entered into by and between Far
East Energy Corporation, a Nevada corporation (the “Company”), and the investors set forth on the signature
pages hereto (the “Investors”).


 


Recitals 


 


A.         The
Company and Far East Energy (Bermuda), Ltd., a wholly-owned subsidiary of the Company (“FEEB”), have entered
into a Securities Purchase Agreement with the Investors, dated January 14, 2013 (the “Securities Purchase Agreement”),
pursuant to which the Investors purchased US$60,000,000 aggregate principal amount of Senior Secured Notes due 2016 of FEEB (the
“Notes”) and Warrants (the “Warrants”), each warrant initially entitled the holder thereof
to purchase one share of common stock, par value $0.001 per share (the “Company Common Stock”), of the Company,
subject to adjustment. For purposes of this Agreement, the “Registrable Securities” shall be the shares of Company
Common Stock or other securities issuable upon exercise of the Warrants.


 


B.          Pursuant
to the terms of the Securities Purchase Agreement, the Company has agreed to provide the Investors with certain registration rights
with respect to the Registrable Securities (as defined below).


 


Agreement 


 


The parties, intending
to be legally bound, hereby agree as follows:


 


ARTICLE 1 


REGISTRATION RIGHTS AND PROCEDURES 


 


1.1      Filing
of Primary Registration Statement. Subject to the terms and conditions of this Agreement, the Company shall prepare a Primary
Registration Statement on Form S-1, or Form S-3 if the Company is eligible to use such form (the “Primary Registration
Statement”), with respect to resales of the Registrable Securities (as defined below) and shall file the Primary Registration
Statement with the Securities and Exchange Commission (the “SEC”) within 210 days after the Closing Date (as
defined in the Securities Purchase Agreement).


 




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1.2      Effectiveness
of Primary Registration Statement. The Company shall use its best efforts to (a) have the Primary Registration Statement
declared effective by the SEC within 360 days after the Closing Date (or within 390 days after the Closing Date if the Primary
Registration Statement is subject to review and comment by the SEC), (b) subject to Section 1.4, prepare and file
with the SEC such amendments and supplements to the Primary Registration Statement and the prospectus used in connection therewith
as may be necessary to comply with the provisions of the Securities Act, and rules thereunder with respect to the disposition of
all securities covered by such Primary Registration Statement or to keep the Primary Registration Statement effective with respect
to any Registrable Securities, until the earlier of (i) the date on which all Registrable Securities covered by the Primary
Registration Statement have been sold by the Investors, (ii) the date on which either all such Registrable Securities are
distributed to the public pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act (or any similar provision
then in effect), or are saleable pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act, (iii) date that
is one year after the expiration date of the Warrants, or (iv) the date on which all Registrable Securities are sold to the
Company or one of its subsidiaries (but not before the expiration of the applicable prospectus delivery requirements); and (c) comply
with the provisions of the Securities Act with respect to the disposition of all securities covered by the Primary Registration
Statement during such period in accordance with the intended methods of disposition by the Investors as set forth in the Primary
Registration Statement. The Company shall further use its best efforts to register and qualify the Registrable Securities covered
by such Primary Registration Statement under such other securities or “blue sky” laws of such jurisdictions as shall
be requested by the Investors.


 


1.3      Piggyback
Registration Rights. Subject to the terms and conditions of this Agreement, if the Company intends to file or desires to file
a registration statement on Form S-1, Form S-3 or another appropriate, similar, equivalent or successor form under the Securities
Act for the offering or resale of Registrable Securities (other than as contemplated in Sections 1.1 and 1.2 above and other than
an offering registered solely on Form S-8 or Form S-4 or any similar, equivalent, or successor forms, or any other form not available
for registering the Registrable Securities) (a “Piggyback Registration Statement” and together with the Primary
Registration Statement, the “Registration Statements”), until the earlier of (i) the date on which all
Registrable Securities covered by the Primary Registration Statement have been sold by the Investors, (ii) the date on which
either all such Registrable Securities are distributed to the public pursuant to Rule 144 promulgated by the SEC pursuant to the
Securities Act (or any similar provision then in effect), or are saleable pursuant to Rule 144 promulgated by the SEC pursuant
to the Securities Act, (iii) date that is one year after the expiration date of the Warrants, or (iv) the date on which
all Registrable Securities are sold to the Company or one of its subsidiaries (but not before the expiration of the applicable
prospectus delivery requirements), the Company will notify each holder of Registrable Securities of the proposed filing at least
30 days prior to the filing of the Piggyback Registration Statement, and will afford each holder of Registrable Securities an opportunity
to include in such Piggyback Registration Statement all or any part of the Registrable Securities then held by such holder. Each
holder of Registrable Securities desiring to include in any such Piggyback Registration Statement all or part of the Registrable
Securities held by such holder shall, within 20 days after receipt of the above-described notice from the Company, so notify the
Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such holder wishes to include
in such Piggyback Registration Statement, provided that if, at any time after giving written notice of its intention to register
any Registrable Securities and prior to the effective date of the Piggyback Registration Statement filed in connection with such
registration, the Company shall determine for any reason not to register or to delay registration of such Registrable Securities,
the Company shall give written notice of such determination to the holders of the Registrable Securities and, thereupon, (i) in
the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection
with such registration (without prejudice), and (ii) in the case of a determination to delay registering, shall be permitted to
delay registering any Registrable Securities for the same period as the delay in registering such other Registrable Securities.


 




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1.4         Other
Obligations.


 


(a)     At
least ten (10) business days prior to the filing thereof with the SEC, the Company shall furnish to the Investors a copy of the
proposed form of the applicable Registration Statement and each amendment thereto and each supplement, if any, to the prospectus
included therein, and shall afford the Investors the opportunity to participate in the preparation of each such document. The Company
shall furnish to the Investors, without charge, such number of copies of any Registration Statement, each amendment and supplement
thereto, the prospectus included in any Registration Statement (including each preliminary prospectus), in each case in conformity
with the requirements of the Securities Act and the rules thereunder, and such other documents as the Investors may request in
order to facilitate the disposition of the Registrable Securities owned by the Investors. The Company shall also make available
for inspection by a representative of the Investors, and attorneys, accountants, agents or other professionals designated by the
Investors, without charge, at reasonable times and in a reasonable manner, financial and other records, documents and properties
of the Company that are pertinent to the conduct of due diligence customary for an underwritten offering, and cause the officers,
directors and employees of the Company to supply all information requested by such representatives, attorneys, accountants, agents
or other professionals in connection with any Registration Statement as shall be necessary to enable such persons to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act.


 


(b)     The
Company shall promptly notify the Investors in writing (i) of the happening of any event as a result of which the prospectus included
in any Registration Statement contains an untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and shall
use its best efforts to prepare and file with the SEC, and promptly notify the Investors of the filing of, a supplement to such
prospectus or an amendment to any Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and
in the case of an amendment to any Registration Statement, use commercially reasonable efforts to cause it to become effective
as soon as possible, (ii) of any request by the SEC or any state securities authority for amendments and supplements to any Registration
Statement or of any material request by the SEC or any state securities authority for additional information after any Registration
Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending
the effectiveness of any Registration Statement or of any order suspending or preventing the use of any related prospectus or suspending
the qualification of any securities included in any Registration Statement pursuant to this Agreement for sale in any jurisdiction,
or the initiation of any proceedings for that purpose, (iv) if, between the effective date of any Registration Statement and the
closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any
underwriting agreement, securities sales agreement or other similar agreement, including this Agreement, relating to the disclosure
cease to be true and correct in all material respects as of date made or as specified therein or if the Company receives any notification
with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation
of any proceeding for that purpose and (v) of any determination by the Company that a post-effective amendment to any Registration
Statement would be appropriate. Upon receipt of any notice from the Company of the happening of any event of the kind described
in (i), (iii) or (v) above (the “Notice”), the Investors will forthwith use its commercially reasonable efforts
to discontinue disposition of Registrable Securities pursuant to any Registration Statement until the Investors’ receipt
of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the use of the prospectus
or Registration Statement, as applicable, may be resumed. The Company shall use its best efforts to ensure that the use of the
prospectus and/or Registration Statement, as amended or supplemented, may be resumed by the Investors within 30 days of the date
of the Notice.


 




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(c)     The
Company reserves the right to suspend twice during any 365 day period for a reasonable period of time not to exceed 30 days for
each suspension (from the date notification of such suspension is sent to the Investors) (except for any period of more than 30
consecutive days or during the 30 days immediately prior to the expiration of the Warrants), the use or effectiveness of any Registration
Statement if the Company’s Board of Directors in good faith determines that (i) such registration might have a material
adverse effect on any of the Company’s plans or proposals with respect to any financing, acquisition, recapitalization, reorganization,
or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed,
could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material
adverse consequences to the Company.


 


(d)      The
Company shall enter into and perform its obligations under such customary agreements (including, in the event of any underwritten
or agented offering, an underwriting or agency agreement with the managing underwriter or underwriters of or agents for such offering
(including customary indemnification and contribution obligations of underwriters or agents)), in usual and customary form and
take all such other action, if any, as the Investors shall request in order to facilitate the disposition of Registrable Securities
pursuant to the applicable Registration Statement in an underwritten offering or otherwise. The Company shall also cooperate with
the Investors and the underwriters’ representative or agent for such offering in the marketing of the Registrable Securities,
including making available the Company’s officers, accountants, counsel, premises, books and records for such purpose and
including using its best efforts to obtain a so-called “comfort letter” from its independent public accountants, and
legal opinions and 10b-5 letters of counsel to the Company addressed to the underwriters, in customary form and covering such matters
of the type customarily covered by such letters, and in a form that shall be reasonably satisfactory to the underwriters.


 


(e)      The
Company shall use its best efforts to obtain a so-called “comfort letter” from its independent public accountants,
and legal opinions and 10b-5 letters of counsel to the Company addressed to the Investors, in customary form and covering such
matters of the type customarily covered by such letters, and in a form that shall be reasonably satisfactory to the Investors.
The Company shall furnish to the Investors a signed counterpart of any such comfort letter or legal opinion. Delivery of any such
opinion or comfort letter shall be subject to the recipient furnishing such written representations, opinions or acknowledgements
as are customarily provided by selling shareholders who receive such comfort letters or opinions, including without limitation
that such Investor has a statutory due diligence defense under Section 11 of the Securities Act.


 




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(f)      The
Company shall provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration.


 


(g)      The
Company shall take such other actions as are required in order to expedite or facilitate the disposition of Registrable Securities
included in each such registration, including cooperating with the Investors and its counsel to facilitate the timely preparation
and delivery of certificates to be sold pursuant to the applicable Registration Statement free of any restrictive legends and in
such denomination and registered in such name as the Holder may request within a reasonable period of time prior to sales of the
applicable Registrable Securities pursuant to such Registration Statement.


 


(h)          The
Company shall use its reasonable best efforts to cause all Registrable Securities sold under any Registration Statement to be listed
on any securities exchange or any automated quotation system on which similar securities issued by the Company are then listed
if requested by the Investors.


 


1.5          Nature
of Sale. Notwithstanding any other provision of this Agreement, shares of Company Common Stock or other securities issuable
upon exercise of the Warrants shall be treated as Registrable Securities only if and so long as it has not been (a) sold to
or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (b) sold in a
transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof
(and any rules and regulations promulgated thereunder) so that all transfer restrictions, and restrictive legends with respect
thereto, if any, are removed upon the consummation of such sale.


 


1.6          Reports
Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 of the Securities Act and
any other rule or regulation of the SEC that may at any time permit the Investors to sell Registrable Securities to the public
without registration or pursuant to a registration on Form S-3, the Company shall:


 


(a)      make
and keep available adequate current public information, as those terms are understood and defined in Rule 144 under the Securities
Act, at all times following the Closing Date so long as the Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (“Exchange Act”);


 


(b)      file
with or submit to, as applicable, the SEC in a timely manner all reports and other documents required to be filed or submitted
by the Company under the Securities Act and the Exchange Act (at all times it is subject to such reporting requirements); and


 




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(c)      furnish
to the Investors, so long as the Investors owns any Registrable Securities, forthwith upon request (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144 of the Securities Act, the Securities Act, and
the Exchange Act (so long as the Company is subject to the reporting requirements of the Exchange Act), or that it qualifies as
a registrant whose securities may be resold pursuant to Form S-3 (at any time the Company so qualifies); (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such
other information as may be requested in availing the Investors of any rule or regulation of the SEC that permits the selling of
any such securities without registration or pursuant to Form S-3 (at any time the Company so qualifies to use such form).


 


1.7          Accuracy
of Disclosure. The Company (and its successors) represents and warrants to the Investors and agrees for the benefit of the
Investors that from and after the effective date of a Registration Statement, except during any period in which the availability
of any Registration Statement has been suspended and for which notice has been provided to the Investors, (i) each Registration
Statement together with the documents incorporated by reference therein will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make such statements therein not misleading; and (ii) the prospectus delivered to
such Investors pursuant to which the Investors sells its Registrable Securities, together with the documents incorporated by reference
therein, will not contain any untrue statement of a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


1.8          No
Inconsistent Agreements. The Company represents and warrants that it has not entered into, and agrees that on or after the
date of this Agreement it will not enter into, any agreement which is inconsistent with the rights granted to the Investors in
this agreement or otherwise conflicts with the provisions hereof. The Company represents that the rights granted to the Investors
hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s
other issued and outstanding securities under any agreements.


 


1.9          Expenses.
The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Section 1 hereof,
whether or not any Registration Statement is filed or becomes effective, and, other than with respect to underwriting discounts
and broker fees and commissions, shall bear or reimburse the Investors for its out-of-pocket expenses (including fees and disbursements
of one firm of counsel designated by the Investors) incurred in connection with the preparation of such Registration Statement.


 


ARTICLE 2 


RIGHTS AND UNDERTAKINGS OF 


THE INVESTORS 


 


2.1          Rights
of Investors. The Investors shall have the absolute right to exercise or refrain from exercising any right or rights that it
may have by reason of this Agreement, including, without limitation, the right to consent to the waiver or modification of any
obligation under this Agreement.


 


2.2          Suspension
of Sales; Notice of Sales. If any Registrable Securities are included in a Registration Statement pursuant to the terms of
this Agreement, the Investors thereof will not (until further notice) effect sales thereof after receipt of written notice from
the Company of the occurrence of an event specified in order to permit the Company to correct or update such Registration Statement
or prospectus. The Company shall use its best efforts to correct or update such Registration Statement or prospectus within thirty
(30) days of the date of such notice. The Investors shall use its commercially reasonable efforts to notify the Company of the
sale of any Registrable Securities within a reasonable period of time.


 




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2.3          Compliance.
If any Registrable Securities are being registered in any registration pursuant to this Agreement, the Investors will comply with
all anti-stabilization, manipulation, and similar provisions of Section 10 of the Exchange Act, and any rules promulgated
thereunder by the SEC and, at the Company’s request, will execute and deliver to the Company and to any underwriter participating
in such offering an appropriate agreement to such effect.


 


2.4          Termination
of Effectiveness. Following the end of the period during which the Company is obligated to keep any Registration Statement
current and effective as described herein and following notice to the Investors of the end of such period, the Investors shall
discontinue sales thereof pursuant to such Registration Statement, unless the Investors has received written notice from the Company
of its intention to continue the effectiveness of such Registration Statement with respect to any of such securities which remain
unsold.


 


2.5          Furnish
Information. It shall be a condition precedent to the Company’s obligations to take any action pursuant to this Agreement
with respect to the Investors’s Registrable Securities that, upon written request from the Company, the Investors shall timely
furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition
of such securities as shall be required to effect the registration of the Investors’s Registrable Securities and as the Company
shall otherwise reasonably request in connection with Investors’s status as a selling stockholder. The Investors shall not
be entitled to be named as a selling shareholder in such Registration Statement and the Investors shall not be entitled to use
the prospectus forming a part thereof if the Investors does not so provide such information to the Company in a timely manner.


 






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ARTICLE 3 


INDEMNIFICATION 


 





3.1          Indemnification
by the Company. The Company shall indemnify and hold harmless, with respect to any Registration Statement filed by it pursuant
to this Agreement, to the fullest extent permitted by law, the Investors, as well as the Investors’s officers, directors,
employees, agents, and each other person, if any, who controls the Investors within the meaning of the Securities Act and the officers,
directors, employees and agents of such controlling person (collectively, the “Holder Indemnified Parties”)
against all losses, claims, damages, liabilities, and expenses joint or several (including reasonable fees of counsel and any amounts
paid in settlement effected with the Company’s consent, which consent shall not be unreasonably withheld) (collectively,
“Losses”) to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange
Act, any other federal law, any state or common law, any rule or regulation promulgated thereunder, or otherwise, insofar as such
Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are caused by (a) any untrue statement
or alleged untrue statement of a material fact contained in any Registration Statement or amendment or supplement thereto in which
such Registrable Securities were included as contemplated hereby or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, (b) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary, final, or summary prospectus or amendment or supplement
thereto, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed
with the SEC any amendment thereof or supplement thereto), or the omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading, or (c) any violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws in connection with any such
registration; provided, however, that the Company shall not be liable to any such Holder Indemnified Party in any
such case to the extent that any such Loss (or action or proceeding, whether commenced or threatened, in respect thereof) arises
out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration
Statement or amendment thereof or supplement thereto or in any such preliminary, final, or summary prospectus in reliance upon
and in conformity with written information furnished to the Company by or on behalf of any such Holder Indemnified Party relating
to such Holder Indemnified Party expressly for inclusion in any Registration Statement; and provided further, that
the Company shall not be liable to any such Holder Indemnified Party with respect to any preliminary prospectus to the extent that
any such Loss of such Holder Indemnified Party results from the fact that such Holder Indemnified Party sold Registrable Securities
to a person to whom there was not timely sent or given a copy of the prospectus (excluding documents incorporated by reference)
or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company previously
furnished copies thereof to such Holder Indemnified Party and the Holder Indemnified Party had received written notice from the
Company that the use of such prospectus, amendment or supplement was suspended in compliance with this Agreement and the Loss of
such Holder Indemnified Party results from an untrue statement or omission of a material fact contained in such preliminary prospectus
which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity and reimbursement of expenses
and obligations shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified
Parties and shall survive the transfer of such securities by such Holder Indemnified Parties.


 


3.2          Conduct
of Indemnification Proceedings. Promptly after receipt by an indemnified party hereunder of written notice of the commencement
of any action, suit, proceeding, investigation, or threat thereof with respect to which a claim for indemnification may be made
pursuant hereto, such indemnified party shall, if a claim in respect thereto is to be made against an indemnifying party, give
written notice to the indemnifying party of the threat or commencement thereof; provided, however, that the failure
to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to
the extent that the indemnifying party is actually prejudiced by such failure to give notice. If any such claim or action referred
to hereunder is brought against any indemnified party and it then notifies the indemnifying party of the threat or commencement
thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other
indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party
(which counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party). The indemnifying
party shall not be liable to an indemnified party hereunder for any legal expenses of counsel or any other expenses incurred by
such indemnified party in connection with the defense thereof, unless the indemnifying party has failed to assume the defense of
such claim or action or to employ counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnified party,
if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other party represented by such counsel in such action.
The indemnifying party shall not be required to indemnify the indemnified party with respect to any amounts paid in settlement
of any action, proceeding, or investigation entered into without the written consent of the indemnifying party, which consent shall
not be unreasonably withheld. No indemnifying party shall consent to the entry of any judgment or enter into any settlement without
the consent of the indemnified party unless (a) such judgment or settlement does not impose any obligation or liability upon
the indemnified party other than the execution, delivery, or approval thereof, and (b) such judgment or settlement includes
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a full release and discharge
from all liability in respect of such claim and a full release of all persons that may be entitled to or obligated to provide indemnification
or contribution under this Article.


 




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3.3          Contribution.
If the indemnification provided for herein is unavailable to or insufficient to hold harmless an indemnified party hereunder, then
each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the Losses (or
actions or proceedings in respect thereof) referred to herein in such proportion as is appropriate to reflect the relative fault
of the indemnifying party on the one hand and the indemnified party on the other in connection with the statements, omissions,
actions, or inactions which resulted in such Losses. The relative fault of the indemnifying party and the indemnified party shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party,
any action or inaction by any such party, and the parties’ relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement, omission, action, or inaction. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of
any action, suit, proceeding, investigation, or threat thereof with respect to which a claim for contribution may be made against
an indemnifying party hereunder, such indemnified party shall, if a claim for contribution in respect thereto is to be made against
an indemnifying party, give written notice to the indemnifying party of the commencement thereof (if the notice specified herein
has not been given with respect to such action); provided, however, that the failure to so notify the indemnifying
party shall not relieve it from any obligation to provide contribution which it may have to any indemnified party hereunder, except
to the extent that the indemnifying party is actually prejudiced by the failure to give notice. The parties hereto agree that it
would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method of
allocation which does not take account of equitable considerations referred to herein.


 


If indemnification
is available hereunder, the indemnifying parties shall indemnify each indemnified party to the fullest extent provided herein,
without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided
for herein. The provisions hereof shall be in addition to any other rights to indemnification or contribution which any indemnified
party may have pursuant to law or contract, shall remain in full force and effect regardless of any investigation made by or on
behalf of any indemnified party, and shall survive the transfer of securities by any such party.


 




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ARTICLE 4 


MISCELLANEOUS 


 


4.1          Termination.
The obligations under Article 1 shall terminate on the date on which all Registrable Securities covered by the Registration
Statements have been sold.


 


4.2          Assignment;
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and permitted assigns, including, without limitation, subsequent holders of any Registrable Securities. Neither party may assign
this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party; provided, however,
that the Investors may assign this Agreement to any person that, directly or indirectly, through one or more intermediaries controls
or is under common control with the Investors, as such terms are construed under Rule 144 promulgated under the Securities Act,
provided that (a) the Company is furnished with written notice of the name and address of the assignee and the securities
with respect to which such rights are being assigned, and (b) the Company shall have the right to require any holder of any
Registrable Securities to execute a counterpart of this Agreement as a condition to such holder’s claim to any rights hereunder;
and provided, however, that if any subsequent holder shall acquire any Registrable Securities or Warrants in any manner, whether
by operation of law or otherwise, such Registrable Securities or Warrants shall be held subject to all of the terms of this Agreement
and by taking and holding such Registrable Securities or Warrants such person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement and such person shall be entitled to receive the benefits
hereof.


 


4.3          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified in this section prior to 5:00 p.m. (Central Time) on a business day, (b) the
next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a business day or later than 5:00 p.m. (Central Time) on any date and earlier than
11:59 p.m. (Central Time) on such date, (c) the business day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to which such notice is required to be given. The addresses
for such notices and communications shall be as follows:


 


If to the Company:           Far East
Energy Corporation


363 N. Sam Houston Parkway East


Suite 380


Houston, Texas 77060s


USA


Fax: +1-832-598-0479


Attention: Chief Executive Officer




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with a copy to:                  Baker &
McKenzie LLP


2300 Trammell Crow Center


2001 Ross Avenue


Dallas, Texas 75201


USA


Fax: +1-214-978-3099


Attention: Amar Budarapu, Esq.


 


If to Investors, to the addresses
and facsimile numbers set forth below the Investor’s signature on the signature page of this Agreement.


 


or such other address as may be designated
in writing hereafter, in the same manner, by such person.


 


4.4          Governing
Law; Jurisdiction. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT. Any
suit, action or proceeding against any of the Company or the Investors or its or their respective properties, assets or revenues
with respect to this Agreement (a “Related Proceeding”) may be brought in any court of the State of New York
or any United States federal court sitting in the Borough of Manhattan, The City of New York, New York, United States, and any
appellate court from any thereof, as the person bringing such Related Proceeding may elect in its sole discretion. Each of the
Company and the Investors hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any Related Proceeding
and has irrevocably waived any objection to the laying of venue of any Related Proceeding brought in any such court and to the
fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any Related Proceeding or
any such suit, action or proceeding in any such court. Each of the Company and the Investors has agreed that service of all writs,
claims, process and summonses in any Related Proceeding brought against it in the State of New York may be made upon it at the
address for notices set forth in Section 4.3 of this Agreement. Nothing in this Agreement shall in any way be deemed to limit the
ability to serve any such writs, process or summonses in any other manner permitted by applicable law. To the extent that any of
the Company or any Investor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of
sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted
by applicable law, such immunity in respect of its obligations under this Agreement.  EACH OF THE COMPANY AND THE INVESTORS
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 




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4.5          Third-Party
Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns
and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


4.6          Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic
or legal substance of the Agreement is not affected in any manner materially adverse to any party. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that
the Agreement is consummated as originally contemplated to the greatest extent possible.


 


4.7          Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the Company and Investors
to express their mutual intent, and no rules of strict construction will be applied against either the Company or Investors. This
Agreement shall be construed as if drafted jointly by the Company and Investors, and no presumption or burden of proof shall arise
favoring or disfavoring either the Company or Investors by virtue of the authorship of any provisions of the Agreement. 


 


4.8          Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original instrument and all of
which together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each
party and delivered to the other parties, it being understood that all parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or by electronic mail in Portable Document Format, such signature shall
create a valid and binding obligation of the person executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile signature page were an original thereof.


 


4.9          Entire
Agreement. This Agreement embodies the entire understanding and agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof.


 


4.10          Amendment;
Waiver. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company
and Investors.




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4.11          Further
Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry
out the provisions and purposes of this Agreement and the transactions contemplated hereby.


 


4.12          Limited
Recourse. To the extent that this Agreement is executed by a custodian or agent for any Investor,
it is acknowledged that such custodian or agent is executing this Agreement in its capacity as custodian or agent and not in its
own capacity and agreed that all obligations of an Investor contemplated by this Agreement are limited to such Investor and its
assets.


 


[Signature
pageS follow] 


 




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Each of the parties below hereby executes
and delivers, and agrees to be bound by, the Registration Rights Agreement by and among Far East Energy Corporation and the Investor
party thereto as of the date hereof.


 


SIGNED for and on behalf of


NORTHERN TRUST (GUERNSEY) LIMITED


AS CUSTODIAN AND AGENT FOR


ASSET HOLDER PCC LIMITED IN RESPECT OF


ASHMORE EMERGING MARKETS LIQUID


INVESTMENT PORTFOLIO


 


	By:	/s/ Sarah Brouard	 
	Name: 	Sarah Brouard	 
	Title:	Authorized Person	 
	 	 
	By:	/s/ George Spalding	 
	Name:	George Spalding	 
	Title: 	Authorized Person	 


 


SIGNED for and on behalf of


NORTHERN TRUST COMPANY, LONDON BRANCH


AS CUSTODIAN AND AGENT FOR


ASHMORE EMERGING MARKETS DEBT FUND


 


	By: 	/s/ Russell Alder	 
	Name: 	Russell Alder	 
	Title: 	Authorized Person	 


 


SIGNED for and on behalf of


NORTHERN TRUST (GUERNSEY) LIMITED


AS CUSTODIAN AND AGENT FOR


ASHMORE EMERGING MARKETS DEBT AND


CURRENCY FUND LIMITED


 


	By:	/s/ Sarah Brouard	 
	Name: 	Sarah Brouard	 
	Title: 	Authorized Person	 
	 	 
	By:	/s/ George Spalding	 
	Name: 	George Spalding	 
	Title: 	Authorized Person	 








 




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SIGNED for and on behalf of


NORTHERN TRUST COMPANY, LONDON BRANCH


AS CUSTODIAN AND AGENT FOR


ASHMORE FUNDS, A MASSACHUSETTS



BUSINESS TRUST, ON BEHALF OF ASHMORE


EMERGING MARKETS TOTAL RETURN FUND


 


	By: 	/s/ Russell Alder	 
	Name: 	Russell Alder	 
	Title: 	Authorized Person	 


 


SIGNED for and on behalf of


NORTHERN TRUST GLOBAL SERVICES


LIMITED, LUXEMBOURG BRANCH


AS CUSTODIAN AND AGENT FOR


ASHMORE SICAV IN RESPECT OF


ASHMORE SICAV EMERGING MARKETS


TOTAL RETURN FUND


 


	By: 	/s/ Russell Alder	 
	Name: 	Russell Alder	 
	Title: 	Authorized Person	 


 


SIGNED for and on behalf of


NORTHERN TRUST GLOBAL SERVICES


LIMITED, LUXEMBOURG BRANCH


AS CUSTODIAN AND AGENT FOR


ASHMORE SICAV IN RESPECT OF


ASHMORE SICAV EMERGING MARKETS


TOTAL RETURN FUND II


 


	By: 	/s/ Russell Alder	 
	Name: 	Russell Alder	 
	Title: 	Authorized Person	 





 


SIGNED for and on behalf of


NORTHERN TRUST COMPANY, LONDON


BRANCH AS CUSTODIAN AND AGENT FOR


STICHTING PENSIOENFONDS


VAN DE METALEKTRO


 


	By: 	/s/ Russell Alder	 
	Name: 	Russell Alder	 
	Title: 	Authorized Person	 











 




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SIGNED for and on behalf of


NORTHERN TRUST GLOBAL SERVICES


LIMITED, LUXEMBOURG BRANCH


AS CUSTODIAN AND AGENT FOR


ASHMORE SICAV EMERGING MARKETS



DEBT FUND


 


	By: 	/s/ Russell Alder	 
	Name: 	Russell Alder	 
	Title: 	Authorized Person	 


 


ASHMORE INVESTMENT MANAGEMENT


LIMITED


AS PORTFOLIO MANAGER FOR


GLOBAL HIGH YIELD, A SUB-FUND OF


MEDIOLANUM BEST BRANDS


 





	By:	/s/ Illegible	 
	Name:	 	 
	Title:	 	 


 


SIGNED for and on behalf of


NORTHERN TRUST (GUERNSEY) LIMITED


AS CUSTODIAN AND AGENT FOR


ASHMORE GROWING MULTI-STRATEGY


FUND LIMITED


 


	By:	/s/ Sarah Brouard	 
	Name: 	Sarah Brouard	 
	Title:	Authorized Person	 
	 	 
	By: 	/s/ George Spalding	 
	Name: 	George Spalding	 
	Title: 	Authorized Person	 


 


SIGNED for and on behalf of


NORTHERN TRUST (GUERNSEY) LIMITED


AS CUSTODIAN AND AGENT FOR ASHMORE


EMERGING MARKETS CORPORATE HIGH


YIELD FUND LIMITED


 


	By:	/s/ Sarah Brouard	 
	Name: 	Sarah Brouard	 
	Title:	Authorized Person	 
	 	 
	By: 	/s/ George Spalding	 
	Name: 	George Spalding	 
	Title: 	Authorized Person	 








 




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SIGNED for and on behalf of


NORTHERN TRUST GLOBAL SERVICES


LIMITED, LUXEMBOURG BRANCH


AS CUSTODIAN AND AGENT FOR


ASHMORE SICAV IN RESPECT OF ASHMORE


SICAV EMERGING MARKETS CORPORATE DEBT FUND



 


	By: 	/s/ Russell Alder	 
	Name: 	Russell Alder	 
	Title: 	Authorized Person	 


 


SIGNED for and on behalf of


NORTHERN TRUST COMPANY,


LONDON BRANCH


AS CUSTODIAN AND AGENT FOR


ASHMORE FUNDS, A MASSACHUSETTS BUSINESS


TRUST, ON BEHALF OF ASHMORE EMERGING


MARKETS CORPORATE DEBT FUND


 


	By: 	/s/ Russell Alder	 
	Name: 	Russell Alder	 
	Title: 	Authorized Person	 


 


SIGNED for and on behalf of


NORTHERN TRUST GLOBAL SERVICES


LIMITED, LUXEMBOURG BRANCH


AS CUSTODIAN AND AGENT FOR


ASHMORE SICAV IN RESPECT OF ASHMORE


SICAV EMERGING MARKETS ASIAN


CORPORATE DEBT FUND


 


	By: 	/s/ Russell Alder	 
	Name: 	Russell Alder	 
	Title: 	Authorized Person	 


 


SIGNED for and on behalf of


NORTHERN TRUST (GUERNSEY) LIMITED


AS CUSTODIAN AND AGENT FOR ASHMORE


EMERGING MARKETS TRI ASSET FUND LIMITED


 


	By:	/s/ Sarah Brouard	 
	Name: 	Sarah Brouard	 
	Title:	Authorized Person	 
	 	 
	By: 	/s/ George Spalding	 
	Name: 	George Spalding	 
	Title: 	Authorized Person	 






 


SIGNED for and on behalf of


NORTHERN TRUST (GUERNSEY) LIMITED


AS CUSTODIAN AND AGENT FOR ASHMORE


EMERGING MARKETS HIGH YIELD PLUS


FUND LIMITED


 


	By:	/s/ Sarah Brouard	 
	Name: 	Sarah Brouard	 
	Title:	Authorized Person	 
	 	 
	By: 	/s/ George Spalding	 
	Name: 	George Spalding	 
	Title: 	Authorized Person	 



 






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SIGNED for and on behalf of

NORTHERN TRUST (GUERNSEY) LIMITED

AS CUSTODIAN AND AGENT FOR

ASHMORE GLOBAL SPECIAL SITUATIONS

FUND 5 LIMITED PARTNERSHIP


 


	By:	/s/ Sarah Brouard	 
	Name: 	Sarah Brouard	 
	Title:	Authorized Person	 
	 	 
	By: 	/s/ George Spalding	 
	Name: 	George Spalding	 
	Title: 	Authorized Person	 



 




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This Agreement is hereby confirmed and accepted by Far East
Energy Corporation as of January15, 2013.


 


	 	FAR EAST ENERGY CORPORATION
	 	 
	 	By: 	/s/ Michael R. McElwrath
	 	Name:	Michael R. McElwrath
	 	Title:	Chief Executive Officer
and President


 




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