CAMAC Energy Inc. - Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1

EXECUTION VERSION 

REGISTRATION RIGHTS AGREEMENT 

BY AND AMONG 

CAMAC ENERGY INC. 

CAMAC ENERGY HOLDINGS LIMITED 

ALLIED ENERGY PLC 

AND 

CAMAC INTERNATIONAL (NIGERIA) LIMITED 




EXECUTION VERSION 

Table of Contents 

	 	  	Page
      
	 	  	  
	
	ARTICLE
      I 
DEFINITIONS 	
	Section
      1.01 	Definitions
      	1
      
	Section
      1.02 	Registrable
      Securities 	3
      
	
	ARTICLE
      II 
REGISTRATION RIGHTS 	

	Section
      2.01 	Registration
      	3
      
	Section
      2.02 	Piggyback
      Rights 	6
      
	Section
      2.03 	Underwritten
      Offering 	7
      
	Section
      2.04 	Sale
      Procedures 	8
      
	Section
      2.05 	Cooperation
      by Holders 	11
      
	Section
      2.06 	Restrictions
      on Public Sale by Holders of Registrable Securities 	12
      
	Section
      2.07 	Expenses
      	12
      
	Section
      2.08 	Indemnification
      	13
      
	Section
      2.09 	Rule
      144 Reporting 	15
      
	Section
      2.10 	Transfer
      or Assignment of Registration Rights 	15
      
	Section
      2.11 	Limitation
      on Subsequent Registration Rights 	15
      
	
	ARTICLE
      III 
MISCELLANEOUS 	
	Section
      3.01 	Communications
      	16
      
	Section
      3.02 	Successor
      and Assigns 	16
      
	Section
      3.03 	Aggregation
      of Purchased Common Stock 	16
      
	Section
      3.04 	Recapitalization,
      Exchanges, Etc. Affecting the Common Stock 	16
      
	Section
      3.05 	Specific
      Performance 	16
      
	Section
      3.06 	Counterparts
      	17
      
	Section
      3.07 	Headings
      	17
      
	Section
      3.08 	Governing
      Law 	17
      
	Section
      3.09 	Severability
      of Provisions 	17
      
	Section
      3.10 	Entire
      Agreement 	17
      
	Section
      3.11 	Amendment
      	17
      
	Section
      3.12 	No
      Presumption 	17
      
	Section
      3.13 	Obligations
      Limited to Parties to Agreement 	17
      
	Section
      3.14 	Interpretation
      	18
      


i








EXECUTION VERSION 

REGISTRATION RIGHTS AGREEMENT 

          THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into
as of February 15, 2011 by and among CAMAC Energy Inc., a Delaware corporation
("CEI"), CAMAC ENERGY HOLDINGS LIMITED, a Cayman Islands company ("CEHL"), ALLIED ENERGY PLC, a company incorporated in the Federal Republic of
Nigeria and a wholly-owned subsidiary of CEHL ("Allied"), and CAMAC
INTERNATIONAL (NIGERIA) LIMITED, a company incorporated in the Federal Republic
of Nigeria and a wholly-owned subsidiary of CEHL ("CINL," and together with CEHL
and Allied, the "CAMAC Parties").

          WHEREAS,
this Agreement is made pursuant to that certain Purchase and Continuation
Agreement, dated as of December 10, 2010, by and among the Company and the CAMAC
Parties (the "Purchase Agreement"); 

          WHEREAS,
the Company has agreed to provide the registration and other rights set forth in
this Agreement for the benefit of ALLIED pursuant to the Purchase Agreement; and


          WHEREAS,
it is a condition to the obligations of ALLIED under the Purchase Agreement that
this Agreement be executed and delivered. 

          NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each party hereto, the parties hereby agree as
follows: 

ARTICLE I 

  DEFINITIONS

          Section
1.01 Definitions. Capitalized terms used herein without definition shall
have the meanings given to them in the Purchase Agreement. The terms set forth
below are used herein as so defined: 

          "Affiliate"
means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 144 (as defined
below). 

          "Agreement"
has the meaning specified therefor in the introductory paragraph. 

          "ALLIED"
has the meaning specified therefor in the introductory paragraph of this
Agreement. 

          "Commission"
means the United States Securities and Exchange Commission. 

          "Common
Stock" means the common stock of the Company, $0.001 par value per share.


          "Consideration
Shares" means the shares of Common Stock issued or issuable to ALLIED
pursuant to the Purchase Agreement. 




EXECUTION VERSION 

          "Effectiveness
Period" has the meaning specified therefor in Section 2.01(a)(i) of this
Agreement. 

          "Exchange
Act" means the Securities Exchange Act of 1934, as amended. 

          "File
Date" has the meaning specified therefor in Section 2.01(a)(i) of this
Agreement. 

          "Holder" or "Holders" means the holder or holders, as the case may be, from time
to time of Registrable Securities.

          "Holder
Underwriter Registration Statement" has the meaning specified therefor in
Section 2.04(o) of this Agreement. 

          "Included
Registrable Securities" has the meaning specified therefor in Section
2.02(a) of this Agreement. 

          "Liquidated
Damages" has the meaning specified therefor in Section 2.01(a)(ii) of this
Agreement. 

          "Liquidated
Damages Date" has the meaning specified therefore in Section 2.01(a)(ii) of
this Agreement. 

          "Liquidated
Damages Multiplier" means the product of $1.87 times the number of
Consideration Shares outstanding on the date that Liquidated Damages first begin
to accrue.

          "Losses"
has the meaning specified therefor in Section 2.08(a) of this Agreement. 

          "Managing
Underwriter" means, with respect to any Underwritten Offering, the
book-running lead manager of such Underwritten Offering. 

          "Milestones"
has the meanings specified therefor in the Purchase Agreement. 

          "Opt
Out Notice" has the meaning specified therefor in Section 2.02(a) of this
Agreement. 

          "CEI"
has the meaning specified therefor in the introductory paragraph. 

          "Person"
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind. 

          "Purchase
Agreement" has the meaning specified therefor in the Recitals of this
Agreement. 

          "Registrable
Securities" means the Consideration Shares (and any shares of Common Stock
issued as Liquidated Damages pursuant to this Agreement), and any securities
issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event, or any exercise price adjustment with respect
to any of the securities referenced herein. 

2 




EXECUTION VERSION 

          "Registration
Expenses" has the meaning specified therefor in Section 2.07(a) of this
Agreement. 

          "Registration
Statement" has the meaning specified therefor in Section 2.01(a)(i) of this
Agreement. 

          "Rule
144" means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule. 

          "Rule
158" means Rule 158 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule. 

          "Rule
415" means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule. 

          "Securities
Act" means the Securities Act of 1933, as amended. 

          "Selling
Expenses" has the meaning specified therefor in Section 2.07(a) of this
Agreement. 

          "Selling
Holder" means a Holder who is selling Registrable Securities pursuant to a
registration statement. 

          "Underwritten
Offering" means an offering (including an offering pursuant to a
Registration Statement) in which Common Stock is sold to an underwriter on a
firm commitment basis for reoffering to the public or an offering that is a "bought deal" with one or more investment banks. 

          Section
1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security when: (a) a registration statement covering such
Registrable Security has been declared effective by the Commissionand such
Registrable Security has been sold or disposed of pursuant to such effective
registration statement; (b) such Registrable Security has been disposed of
pursuant to any section of Rule 144 (or any similar provision then in force)
under the Securities Act; (c) such Registrable Security can be disposed of
without restriction (including, but not limited to, volume limitations) pursuant
to Rule 144(b)(1) (or any similar provision then in force) under the Securities
Act; or (d) such Registrable Security has been sold in a private transaction in
which the transferor's rights under this Agreement are not assigned to the
transferee of such securities. 

ARTICLE II 

  REGISTRATION RIGHTS

          Section
2.01 RegistrationRegistration. 

3 




EXECUTION VERSION 

                              (i)       
Deadline To Go Effective. If within 15 days of the occurrence of
one of the Milestones ALLIED notifies the Company that the respective
consideration is to be paid in the form of Consideration Shares, and ALLIED
provides the Company with a completed copy of the Selling Stockholder Notice and
Questionnaire in substantially the form attached hereto as Annex A, as soon as
practicable following the receipt of such notification, but in any event within
15 days thereafter (the "File Date"), CEI shall prepare and file a registration
statement under the Securities Act to permit the resale of the respective
Registrable Securities from time to time, including as permitted by Rule 415
under the Securities Act (or any similar provision then in force under the
Securities Act) with respect to the respective Registrable Securities (the "Registration Statement"). CEI shall use its commercially reasonable
efforts to cause the Registration Statement to become effective no later than 60
days following the File Date. A Registration Statement filed pursuant to this
Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to
register for resale the Registrable Securities on Form S-3, in which case such
registration shall be on another appropriate form in accordance herewith). CEI
will use its commercially reasonable efforts to cause the Registration Statement
filed pursuant to this Section 2.01 to be continuously effective under the
Securities Act until the earlier of (i) the date as of which all such
Registrable Securities are sold by ALLIEDor (ii) the date when such Registrable
Securities become eligible for resale without restriction (including, but not
limited to, volume limitations) under Rule 144(b)(1) (or any similar provision
then in force) under the Securities Act (the "Effectiveness Period"). The
Registration Statement when declared effective (including the documents
incorporated therein by reference) shall comply as to form with all applicable
requirements of the Securities Act and the Exchange Act and shall not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. As
provided in Section 2.01(d) of this Agreement, CEI shall be required to file and
maintain the effectiveness of as many registration statements as are necessary
to register all of the Consideration Shares to the extent that such
Consideration Shares must be issued pursuant to the Purchase Agreement. 

                              (ii)     
Liquidated Damages. If any Consideration Shares are not covered by
the Registration Statement contemplated by Section 2.01(a) of this Agreement
within 90 days of the applicable File Date (the "Liquidated Damages
Date"), then ALLIED shall be entitled to a payment with respect to such
Consideration Shares that are not covered by such Registration Statement, as
liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages
Multiplier per 30-day period for the first 90 days following the Liquidated
Damages Date, increasing by an additional 0.25% of the Liquidated Damages
Multiplier per 30-day period for each subsequent 30 days, up to a maximum of
1.00% of the Liquidated Damages Multiplier per 30-day period (the "Liquidated
Damages"). There shall be no limitation on the aggregate amount of the
Liquidated Damages payable by CEI to ALLIED under this Agreement. The Liquidated
Damages payable pursuant to the immediately preceding sentence shall be payable
within ten (10) Business Days of the end of each such 30-day period. Any
Liquidated Damages shall be paid at ALLIED's election: (i) in cash or
immediately available funds; or (ii) in kind in the form of the issuance of
additional Common Stock. Upon any issuance of Common Stock as Liquidated
Damages, CEI shall promptly prepare and file an amendment to the Registration
Statement prior to its effectiveness adding such Common Stock to such
Registration Statement as additional Registrable Securities. The determination
of the number of shares of Common Stock to be issued as Liquidated Damages shall
be equal to the amount of Liquidated Damages divided by the volume weighted
average closing price of the Common Stock (as reported by NYSE Amex) for the ten (10) trading days immediately preceding
the date on which the Liquidated Damages payment is due. As soon as practicable
following the date that the Registration Statement becomes effective, but in any
event within two Business Days of such date, CEI shall provide ALLIED with
written notice of the effectiveness of the Registration Statement. 

 4 




EXECUTION VERSION 

                    (b)      Delay
Rights. Notwithstanding anything to the contrary contained herein, CEI may,
upon written notice to any Selling Holder whose Registrable Securities are
included in the Registration Statement, suspend such Selling Holder's use of any
prospectus which is a part of the Registration Statement (in which event the
Selling Holder shall discontinue sales of the Registrable Securities pursuant to
the Registration Statement, but such Selling Holder may settle any such sales of
Registrable Securities) if (i) CEI is pursuing an acquisition, merger,
reorganization, disposition or other similar transaction and CEI determines in
good faith that CEI's ability to pursue or consummate such a transaction would
be materially adversely affected by any required disclosure of such transaction
in the Registration Statement or (ii) CEI has experienced some other material
non-public event the disclosure of which at such time, in the good faith
judgment of CEI, would materially adversely affect CEI; provided,
however, in no event shall a Holder be suspended for a period that
exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day
period. No additional registration rights may be granted to any other Person
that would be superior to ALLIED's registration rights. Upon disclosure of such
information or the termination of the condition described above, CEI shall
provide prompt notice to the Selling Holders whose Registrable Securities are
included in the Registration Statement, shall promptly terminate any suspension
of sales it has put into effect and shall take such other actions to permit
registered sales of Registrable Securities as contemplated in this Agreement.


                    (c)      Additional
Rights to Liquidated Damages. If (i) the Holders shall be prohibited from
selling their Registrable Securities under the Registration Statement as a
result of a suspension pursuant to Section 2.01(b) of this Agreement in excess
of the periods permitted therein or (ii) the Registration Statement is filed and
declared effective but, during the Effectiveness Period, shall thereafter cease
to be effective or fail to be usable for its intended purpose without being
succeeded by a post-effective amendment to the Registration Statement, a
supplement to the prospectus or a report filed with the Commission pursuant to
Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the
suspension is lifted or a post-effective amendment, supplement or report is
filed with the Commission, but not including any day on which a suspension is
lifted or such amendment, supplement or report is filed and declared effective,
if applicable, CEI shall owe the Holders an amount equal to the Liquidated
Damages, following (x) the date on which the suspension period exceeded the
permitted period under Section 2.01(b) of this Agreement or (y) the day after
the Registration Statement ceased to be effective or failed to be useable for
its intended purposes, as liquidated damages and not as a penalty;
provided, however, and subject to Section 2.01(a)(ii) of this
Agreement, CEI shall not be required to pay Liquidated Damages with respect to
Consideration Shares not covered by a Registration Statement. For purposes of
this Section 2.01(c), a suspension shall be deemed lifted on the date that
notice that the suspension has been lifted is delivered to the Holders pursuant
to Section 3.01 of this Agreement. 

5 




EXECUTION VERSION 

          Section
2.02 Piggyback RightsParticipation. If at any time CEI proposes to file
(i) a prospectus supplement to an effective shelf registration statement, other
than the Registration Statement contemplated by Section 2.01 of this Agreement,
or (ii) a registration statement, other than a shelf registration statement, in
either case, for the sale of Common Stock in an Underwritten Offering for its
own account and/or another Person, then as soon as practicable but not less than
three Business Days prior to the filing of (x) any preliminary prospectus
supplement relating to such Underwritten Offering pursuant to Rule 424(b) under
the Securities Act, (y) the prospectus supplement relating to such Underwritten
Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary
prospectus supplement is used) or (z) such registration statement, as the case
may be, then CEI shall give notice (including, but not limited to, notification
by electronic mail) of such proposed Underwritten Offering to the Holders and
such notice shall offer the Holders the opportunity to include in such
Underwritten Offering such number of Registrable Securities (the "Included
Registrable Securities") as each such Holder may request in writing;
provided, however, that if CEI has been advised by the Managing
Underwriter that the inclusion of Registrable Securities for sale for the
benefit of the Holders will have a material adverse effect on the price, timing
or distribution of the Common Stock in the Underwritten Offering, then the
amount of Registrable Securities to be offered for the accounts of Holders shall
be determined based on the provisions of Section 2.02(b) of this Agreement. The
notice required to be provided in this Section 2.02(a) to Holders shall be
provided on a Business Day pursuant to Section 3.01 hereof and receipt of such
notice shall be confirmed by such Holder. Each such Holder shall then have three
Business Days after receiving such notice to request inclusion of Registrable
Securities in the Underwritten Offering, except that such Holder shall have one
Business Day after such Holder confirms receipt of the notice to request
inclusion of Registrable Securities in the Underwritten Offering in the case of
a "bought deal", "registered direct offering" or "overnight transaction" where
no preliminary prospectus is used. If no request for inclusion from a Holder is
received within the specified time, such Holder shall have no further right to
participate in such Underwritten Offering. If, at any time after giving written
notice of its intention to undertake an Underwritten Offering and prior to the
closing of such Underwritten Offering, CEI shall determine for any reason not to
undertake or to delay such Underwritten Offering, CEI may, at its election, give
written notice of such determination to the Selling Holders and, (x) in the case
of a determination not to undertake such Underwritten Offering, shall be
relieved of its obligation to sell any Included Registrable Securities in
connection with such terminated Underwritten Offering, and (y) in the case of a
determination to delay such Underwritten Offering, shall be permitted to delay
offering any Included Registrable Securities for the same period as the delay in
the Underwritten Offering. Any Selling Holder shall have the right to withdraw
such Selling Holder's request for inclusion of such Selling Holder's Registrable
Securities in such offering by giving written notice to CEI of such withdrawal
up to and including the time of pricing of such offering. No Holder shall be
entitled to participate in any such Underwritten Offering under this Section
2.02(a) unless such Holder (together with any Affiliate of such Holder)
participating therein held at least $10,000,000 of Common Stock as of three
Business Days before the date notice is required under this Section 2.02(b) .
Notwithstanding the foregoing, any Holder may deliver written notice (an "Opt
Out Notice") to CEI requesting that such Holder not receive notice from CEI
of any proposed Underwritten Offering; provided, that such Holder may
later revoke any such notice. 

6 




EXECUTION VERSION 

                    (b)     
Priority of Rights. If the Managing Underwriter or Underwriters of any
proposed Underwritten Offering of Common Stock included in an Underwritten
Offering involving Included Registrable Securities advises CEI, or CEI
reasonably determines, that the total amount of Common Stock that the Selling
Holders and any other Persons intend to include in such offering exceeds the
number that can be sold in such offering without being likely to have a material
adverse effect on the price, timing or distribution of the Common Stock offered
or the market for the Common Stock, then the Common Stock to be included in such
Underwritten Offering shall include the number of Registrable Securities that
such Managing Underwriter or Underwriters advises CEI, or CEI reasonably
determines, can be sold without having such adverse effect, with such number to
be allocated (i) first, to CEI, (ii) second, to ALLIED, and (iii) third, to the
Selling Holders who have requested participation in such Underwritten Offering.
The pro rata allocations for each such Selling Holder shall be the product of
(a) the aggregate number of Common Stock proposed to be sold by all Selling
Holders in such Underwritten Offering multiplied by (b) the fraction derived by
dividing (x) the number of shares of Common Stock owned on the most recent
practicable date by such Selling Holder by (y) the aggregate number of shares of
Common Stock owned on the most recent practicable date by all Selling Holders
participating in the Underwritten Offering. All participating Selling Holders
shall have the opportunity to share pro rata that portion of such priority
allocable to any Selling Holder(s) not so participating. As of the date of
execution of this Agreement, there are no other Persons with Registration Rights
relating to Common Stock other than as described in this Section 2.02(b) . 

          Section
2.03 Underwritten OfferingRequest for Underwritten Offering. Any one or
more Holders that collectively hold greater than $20,000,000 of Registrable
Securities, based on a valuation price of $1.87 per share of Common Stock, may
deliver written notice to CEI that such Holders wish to dispose of an aggregate
of at least $20,000,000 of Registrable Securities, based on the purchase price
per unit under the Purchase Agreement, in an Underwritten Offering. Upon receipt
of any such written request, CEI shall retain underwriters designated by the
Holders, effect such sale through an Underwritten Offering, including entering
into an underwriting agreement in customary form with the Managing Underwriter
or Underwriters, which shall include, among other provisions, indemnities to the
effect and to the extent provided in Section 2.08, and take all reasonable
actions as are requested by the Managing Underwriter or Underwriters to expedite
or facilitate the disposition of such Registrable Securities, including
management's participation in any roadshow or similar marketing effort on behalf
of any such Holder. Holders requesting an Underwritten Offering shall be
responsible for all Selling Expenses. The parties acknowledge that CEI shall not
be required to prepay any Selling Expenses on behalf of the requesting Holders
and may discontinue any actions required to be taken hereby and shall not incur
any penalty hereunder for such discontinuation if such Selling Expenses are not
promptly paid when due by the requesting Holders. The parties further agree that
CEI shall be entitled to obtain written agreement from the requesting Holders to
pay any and all such Selling Expenses from the proceeds of the sales of such
securities (i.e., from the flow of funds at the closing of such offering)
prior to initiating any such Underwritten Offering. 

                  7 




EXECUTION VERSION 

  (b)     
General Procedures. In connection with any Underwritten Offering under
this Agreement, the Holders shall be entitled to select the Managing Underwriter
or Underwriters with the consent of CEI, which consent shall not be unreasonably
withheld. In connection with an Underwritten Offering contemplated by this
Agreement in which a Selling Holder participates, CEI shall be obligated to enter into an
underwriting agreement that contains such representations, covenants,
indemnities and other rights and obligations as are customary in underwriting
agreements for firm commitment offerings of securities. No Selling Holder may
participate in such Underwritten Offering unless such Selling Holder agrees to
sell its Registrable Securities on the basis provided in such underwriting
agreement and completes and executes all questionnaires, powers of attorney,
indemnities and other documents reasonably required under the terms of such
underwriting agreement. Each Selling Holder may, at its option, require that any
or all of the representations and warranties by, and the other agreements on the
part of, CEI to and for the benefit of such underwriters also be made to and for
such Selling Holder's benefit and that any or all of the conditions precedent to
the obligations of such underwriters under such underwriting agreement also be
conditions precedent to its obligations. No Selling Holder shall be required to
make any representations or warranties to or agreements with CEI or the
underwriters other than representations, warranties or agreements regarding such
Selling Holder and its ownership of the securities being registered on its
behalf, its intended method of distribution and any other representation
required by Law. If any Selling Holder disapproves of the terms of an
underwriting, such Selling Holder may elect to withdraw therefrom by notice to
CEI and the Managing Underwriter; provided, however, that such
withdrawal must be made up to and including the time of pricing of such
Underwritten Offering.

          Section
2.04 Sale Procedures. In connection with its obligations under this
Article II, CEI will, as expeditiously as possible: 

                    (a)     
prepare and file with the Commission such amendments and supplements to the
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep the Registration Statement effective for the Effectiveness
Period and as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by the
Registration Statement; 

                    (b)     
if a prospectus supplement will be used in connection with the marketing of an
Underwritten Offering from the Registration Statement and the Managing
Underwriter at any time shall notify CEI in writing that, in the sole judgment
of such Managing Underwriter, inclusion of detailed information to be used in
such prospectus supplement is of material importance to the success of the
Underwritten Offering of such Registrable Securities, use its commercially
reasonable efforts to include such information in such prospectus supplement;


                    (c)     
furnish to each Selling Holder (i) as far in advance as reasonably practicable
before filing the Registration Statement or any other registration statement
contemplated by this Agreement or any supplement or amendment thereto, upon
request, copies of reasonably complete drafts of all such documents proposed to
be filed (including exhibits and each document incorporated by reference therein
to the extent then required by the rules and regulations of the Commission), and
provide each such Selling Holder the opportunity to object to any information
pertaining to such Selling Holder and its plan of distribution that is contained
therein and make the corrections reasonably requested by such Selling Holder
with respect to such information prior to filing the Registration Statement or
such other registration statement or supplement or amendment thereto, and (ii)
such number of copies of the Registration Statement or such other registration
statement and the prospectus included therein and any supplements and amendments
thereto as such Persons may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Securities covered by
such Registration Statement or other registration statement; 

8 




EXECUTION VERSION 

                    (d)     
if applicable, use its commercially reasonable efforts to register or qualify
the Registrable Securities covered by the Registration Statement or any other
registration statement contemplated by this Agreement under the securities or
blue sky laws of such jurisdictions as the Selling Holders or, in the case of an
Underwritten Offering, the Managing Underwriter, shall reasonably request;
provided, however, that CEI will not be required to qualify
generally to transact business in any jurisdiction where it is not then required
to so qualify or to take any action which would subject it to general service of
process in any such jurisdiction where it is not then so subject; 

                    (e)      promptly
notify each Selling Holder and each underwriter of Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered by any
of them under the Securities Act, of (i) the filing of the Registration
Statement or any other registration statement contemplated by this Agreement or
any prospectus or prospectus supplement to be used in connection therewith, or
any amendment or supplement thereto, and, with respect to such Registration
Statement or any other registration statement or any post-effective amendment
thereto, when the same has become effective; and (ii) any written comments from
the Commission with respect to any filing referred to in clause (i) and any
written request by the Commission for amendments or supplements to the
Registration Statement or any other registration statement or any prospectus or
prospectus supplement thereto; 

                    (f)      immediately
notify each Selling Holder and each underwriter of Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of (i) the happening of any event as a result of which the
prospectus or prospectus supplement contained in the Registration Statement or
any other registration statement contemplated by this Agreement, as then in
effect, includes 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 the light of the circumstances then existing; (ii) the
issuance or threat of issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or any other registration
statement contemplated by this Agreement, or the initiation of any proceedings
for that purpose; or (iii) the receipt by CEI of any notification with respect
to the suspension of the qualification of any Registrable Securities for sale
under the applicable securities or blue sky laws of any jurisdiction. Following
the provision of such notice, CEI agrees to as promptly as practicable amend or
supplement the prospectus or prospectus supplement or take other appropriate
action so that the prospectus or prospectus supplement does not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing and to take such other action as is
necessary to remove a stop order, suspension, threat thereof or proceedings
related thereto; 

                    (g)      upon
request and subject to appropriate confidentiality obligations, furnish to each
Selling Holder copies of any and all transmittal letters or other correspondence
with the Commission or any other governmental agency or self-regulatory body or
other body having jurisdiction (including any domestic or foreign securities
exchange) relating to such offering of Registrable Securities; 

9 




EXECUTION VERSION 

                    (h)     
in the case of an Underwritten Offering, furnish upon request, (i) an opinion of
counsel for CEI dated the effective date of the applicable registration
statement or the date of any amendment or supplement thereto, and a letter of
like kind dated the date of the closing under the underwriting agreement, and
(ii) a "cold comfort" letter, dated the date of the applicable registration
statement or the date of any amendment or supplement thereto and a letter of
like kind dated the date of the closing under the underwriting agreement, in
each case, signed by the independent public accountants who have certified CEI's
financial statements included or incorporated by reference into the applicable
registration statement, and each of the opinion and the "cold comfort" letter
shall be in customary form and covering substantially the same matters with
respect to such registration statement (and the prospectus and any prospectus
supplement included therein) as are customarily covered in opinions of issuer's
counsel and in accountants' letters delivered to the underwriters in
Underwritten Offerings of securities and such other matters as such underwriters
or Selling Holders may reasonably request; 

                    (i)      otherwise
use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated thereunder; 

                    (j)      make
available to the appropriate representatives of the Managing Underwriter and
Selling Holders access to such information and CEI personnel as is reasonable
and customary to enable such parties to establish a due diligence defense under
the Securities Act; provided, however, that CEI need not disclose
any such information to any such representative unless and until such
representative has entered into or is otherwise subject to a confidentiality
agreement with CEI satisfactory to CEI (including any confidentiality agreement
referenced in Section 8.2 of the Purchase Agreement); 

                    (k)      cause
all such Registrable Securities registered pursuant to this Agreement to be
listed on each securities exchange or nationally recognized quotation system on
which similar securities issued by CEI are then listed; 

                    (l)      use
its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of CEI to enable
the Selling Holders to consummate the disposition of such Registrable
Securities; 

                    (m)      provide
a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration
statement;

                    (n)     
enter into customary agreements and take such other actions as are reasonably
requested by the Selling Holders or the underwriters, if any, in order to
expedite or facilitate the disposition of such Registrable Securities; and 

                  10 




EXECUTION VERSION 

                     (o)      if any
Holder could reasonably be deemed to be an "underwriter", as defined in Section
2(a)(11) of the Securities Act, in connection with the registration statement in
respect of any registration of CEI's securities of any Holder pursuant to
this Agreement, and any amendment or supplement thereof (any such registration
statement or amendment or supplement a "Holder Underwriter Registration Statement"),
cooperate with such Holder in allowing such Holder to conduct customary "underwriter's due diligence" with respect to CEI and satisfy its obligations in
respect thereof. In addition, at any Holder's request, CEI will furnish to such
Holder, on the date of the effectiveness of any Holder Underwriter Registration
Statement and thereafter from time to time on such dates as such Holder may
reasonably request, (i) a letter, dated such date, from CEI's independent
certified public accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering, addressed to such Holder, and (ii) an opinion, dated as of such
date, of counsel representing CEI for purposes of such Holder Underwriter
Registration Statement, in form, scope and substance as is customarily given in
an underwritten public offering, including a standard "10b-5" opinion for such
offering, addressed to such Holder. CEI will also permit legal counsel to such
Holder to review and comment upon any such Holder Underwriter Registration
Statement at least five Business Days prior to its filing with the Commission
and all amendments and supplements to any such Holder Underwriter Registration
Statement within a reasonable number of days prior to their filing with the
Commission and not file any Holder Underwriter Registration Statement or
amendment or supplement thereto in a form to which such Holder's legal counsel
reasonably objects. 

          Each
Selling Holder, upon receipt of notice from CEI of the happening of any event of
the kind described in Section 2.04(f) of this Agreement, shall forthwith
discontinue disposition of the Registrable Securities until such Selling
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2.04(f) of this Agreement or until it is advised in
writing by CEI that the use of the prospectus may be resumed, and has received
copies of any additional or supplemental filings incorporated by reference in
the prospectus, and, if so directed by CEI, such Selling Holder will, or will
request the managing underwriter or underwriters, if any, to deliver to CEI (at
CEI's expense) all copies in their possession or control, other than permanent
file copies then in such Selling Holder's possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice. 

          If
requested by ALLIED, CEI shall: (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as such
Holder reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including information with respect to
the number of Registrable Securities being offered or sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering; (ii) as soon as practicable make all
required filings of such prospectus supplement or post-effective amendment after
being notified of the matters to be incorporated in such prospectus supplement
or post-effective amendment; and (iii) as soon as practicable, supplement or
make amendments to any Registration Statement. 

          Section
2.05 Cooperation by Holders. CEI shall have no obligation to include in
the Registration Statement Common Stock of a Holder, or in an Underwritten
Offering pursuant to Section 2.02 of this Agreement Common Stock of a Selling
Holder, who has failed to timely furnish such information that, in the opinion
of counsel to CEI, is reasonably required in order for the registration
statement or prospectus supplement, as applicable, to comply with the Securities
Act. 

11 




EXECUTION VERSION 

          Section
2.06 Restrictions on Public Sale by Holders of Registrable Securities.
For a period of 365 days from each File Date, each Holder of Registrable
Securities who is included in the applicable Registration Statement agrees not
to effect any public sale or distribution of the Registrable Securities during
the 30-day period following completion of an Underwritten Offering of equity
securities by CEI (except as provided in this Section 2.06); provided,
however, that the duration of the foregoing restrictions shall be no
longer than the duration of the shortest restriction generally imposed by the
underwriters on the officers or directors or any security holder of CEI on whom
a restriction is imposed in connection with such public offering. In addition,
the provisions of this Section 2.06 shall not apply with respect to a Holder
that (A) owns less than $10,000,000 of Common Stock, based on a valuation price
of $1.87 per share of Common Stock, (B) has delivered an Opt Out Notice to CEI
pursuant to Section 2.02 hereof or (C) has submitted a notice requesting the
inclusion of Registrable Securities in an Underwritten Offering pursuant to
Section 2.02 or Section 2.03(a) hereof but is unable to do so as a result of the
priority provisions contained in Section 2.02(b) hereof. 

          Section
2.07 ExpensesCertain Definitions. "Registration Expenses" means
all expenses incident to CEI's performance under or compliance with this
Agreement to effect the registration of Registrable Securities on the
Registration Statement pursuant to Section 2.01 hereof or an Underwritten
Offering covered under this Agreement, and the disposition of such securities,
including, without limitation, all registration, filing, securities exchange
listing and NYSE Amex fees, all registration, filing, qualification and other
fees and expenses of complying with securities or blue sky laws, fees of the
Financial Industry Regulatory Authority, Inc., transfer taxes and fees of
transfer agents and registrars and all word processing fees, and the fees and
disbursements of counsel and independent public accountants for CEI in
connection with CEI's obligations under Section 2.01 of this Agreement. "Selling Expenses" means all underwriting fees, discounts and selling
commissions allocable to the sale of the Registrable Securities, and, in the
case of an Underwritten Offering, duplicating and printing expenses and the fees
and disbursements of counsel and independent public accountants for CEI,
including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance with Sections 2.03 and 2.04 of
this Agreement. 

                    (b)     
Expenses. CEI will pay all reasonable Registration Expenses as determined
in good faith, including, in the case of an Underwritten Offering, whether or
not any sale is made pursuant to such Underwritten Offering. In addition, except
as otherwise provided in Section 2.08 hereof, CEI shall not be responsible for
legal fees incurred by Holders in connection with the exercise of such Holders'
rights hereunder. Each Selling Holder shall pay all Selling Expenses in
connection with any sale of its Registrable Securities hereunder. 

12 




EXECUTION VERSION 

          Section
2.08 IndemnificationBy CEI. In the event of an offering of any
Registrable Securities under the Securities Act pursuant to this Agreement, CEI
will indemnify and hold harmless each Selling Holder thereunder, its directors
and officers, and each underwriter, pursuant to the applicable underwriting
agreement with such underwriter, of Registrable Securities thereunder and each
Person, if any, who controls such Selling Holder or underwriter within the
meaning of the Securities Act and the Exchange Act, and its directors and
officers, against any losses, claims, damages, expenses or liabilities
(including reasonable attorneys' fees and expenses) (collectively, "Losses"), joint or several, to which such Selling Holder, director,
officer, underwriter or controlling Person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such Losses (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement or any other
registration statement contemplated by this Agreement, any preliminary
prospectus, free writing prospectus or final prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of a
prospectus, in light of the circumstances under which they were made) not
misleading, and will reimburse each such Selling Holder, its directors and
officers, each such underwriter and each such controlling Person for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such Loss or actions or proceedings; provided,
however, that CEI will not be liable in any such case if and to the
extent that any such Loss arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in strict
conformity with information furnished by such Selling Holder, its directors or
officers or any underwriter or controlling Person in writing specifically for
use in the Registration Statement or such other registration statement, or
prospectus supplement, as applicable. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such Selling
Holder or any such Selling Holder, its directors or officers or any underwriter
or controlling Person, and shall survive the transfer of such securities by such
Selling Holder. 

                    (b)     
By Each Selling Holder. Each Selling Holder agrees severally and not
jointly to indemnify and hold harmless CEI, its directors and officers, and each
Person, if any, who controls CEI within the meaning of the Securities Act or of
the Exchange Act, and its directors and officers, to the same extent as the
foregoing indemnity from CEI to the Selling Holders, but only with respect to
information regarding such Selling Holder furnished in writing by or on behalf
of such Selling Holder expressly for inclusion in the Registration Statement or
any preliminary prospectus or final prospectus included therein, or any
amendment or supplement thereto; provided, however, that the
liability of each Selling Holder shall not be greater in amount than the dollar
amount of the proceeds (net of any Selling Expenses) received by such Selling
Holder from the sale of the Registrable Securities giving rise to such
indemnification. 

                 13 




EXECUTION VERSION 

                     (c)      Notice.
Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party other than under this Section 2.08. In any action brought against any indemnified party, it shall notify
the indemnifying party of the commencement thereof. The indemnifying party shall
be entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 2.08 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that, (i) if the indemnifying party has failed to assume the
defense or employ counsel reasonably acceptable to the indemnified party or (ii)
if the defendants in any such action include both the indemnified party and the
indemnifying party and counsel to the indemnified party shall have concluded
that there may be reasonable defenses available to the indemnified party that
are different from or additional to those available to the indemnifying party,
or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, then the indemnified
party shall have the right to select a separate counsel and to assume such legal
defense and otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other reasonable
expenses related to such participation to be reimbursed by the indemnifying
party as incurred. Notwithstanding any other provision of this Agreement, no
indemnifying party shall settle any action brought against an indemnified party
with respect to which it is entitled to indemnification hereunder without the
consent of the indemnified party, unless the settlement thereof imposes no
liability or obligation on, and includes a complete and unconditional release
from all liability of, the indemnified party. Notwithstanding any other
provision of this Agreement, no indemnified party shall settle any action
brought against it with respect to which it is entitled to indemnification
hereunder without the consent of the indemnifying party, unless the settlement
thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnifying party. 

                    (d)     
Contribution. If the indemnification provided for in this Section 2.08 is
held by a court or government agency of competent jurisdiction to be unavailable
to any indemnified party or is insufficient to hold them harmless in respect of
any Losses, then each such indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Loss in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of
such indemnified party on the other in connection with the statements or
omissions which resulted in such Losses, as well as any other relevant equitable
considerations; provided, however, that in no event shall such
Selling Holder be required to contribute an aggregate amount in excess of the
dollar amount of proceeds (net of Selling Expenses) received by such Selling
Holder from the sale of Registrable Securities giving rise to such
indemnification. The relative fault of the indemnifying party on the one hand
and the indemnified party on the other 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 has been made
by, or relates to, information supplied by such party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this paragraph were to be determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to herein. The amount paid by
an indemnified party as a result of the Losses referred to in the first
sentence of this paragraph shall be deemed to include any legal and other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any Loss which is the subject of this paragraph. 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 is not guilty of such fraudulent misrepresentation. 

14 




EXECUTION VERSION 

                    (e)      Other
Indemnification. The provisions of this Section 2.08 shall be in addition to
any other rights to indemnification or contribution which an indemnified party
may have pursuant to law, equity, contract or otherwise. 

          Section
2.09 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the
Registrable Securities to the public without registration, CEI agrees to use its
commercially reasonable efforts to: 

                    (a)      make
and keep public information regarding CEI available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from
and after the date hereof; 

                    (b)      file
with the Commission in a timely manner all reports and other documents required
of CEI under the Securities Act and the Exchange Act at all times from and after
the date hereof; and 

                    (c)      so
long as a Holder owns any Registrable Securities, furnish, unless otherwise not
available at no charge by access electronically to the Commission's EDGAR filing
system, to such Holder forthwith upon request a copy of the most recent annual
or quarterly report of CEI, and such other reports and documents so filed as
such Holder may reasonably request in availing itself of any rule or regulation
of the Commission allowing such Holder to sell any such securities without
registration. 

          Section
2.10 Transfer or Assignment of Registration Rights. The rights to cause
CEI to register Registrable Securities issued to ALLIED by CEI under this
Article II may be transferred or assigned by ALLIED to one or more transferee(s)
or assignee(s) of such Registrable Securities; provided, however,
that, (a) unless such transferee is an Affiliate of ALLIED, each such transferee
or assignee holds Registrable Securities representing at least $5,000,000 of the
Registrable Securities, based on a valuation price of $1.87 per share of Common
Stock, (b) CEI is given written notice prior to any said transfer or assignment,
stating the name and address of each such transferee and identifying the
securities with respect to which such registration rights are being transferred
or assigned, and (c) each such transferee assumes in writing responsibility for
its portion of the obligations of ALLIED under this Agreement. 

          Section
2.11 Limitation on Subsequent Registration Rights; Acknowledgment (a)
From and after the date hereof, CEI shall not, without the prior written consent
of the Holders of a majority of the outstanding Registrable Securities, (i)
enter into any agreement with any current or future holder of any securities of
CEI that would allow such current or future holder to require CEI to include
securities in any registration statement filed by CEI on a basis that is superior in any way to the piggyback rights granted to
ALLIED hereunder or (ii) grant registration rights to any other Person that
would be superior to ALLIED's registration rights hereunder. 

15 




EXECUTION VERSION 

                    
(b)      CEHL acknowledges and agrees that the
rights granted to ALLIED under this Agreement may be considered superior to
CEHL's rights under the April 2010 Agreement, and CEHL expressly consents to the
granting of such rights to ALLIED under this Agreement, but not any other
agreement. 

ARTICLE III 
MISCELLANEOUS 

          Section
3.01 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, electronic mail,
courier service or personal delivery: 

                    (a)      if
to ALLIED, to the address set forth in Section 12.1 of the Purchase Agreement in
accordance with the provisions of this Section 3.01; 

                    (b)     
if to a transferee of ALLIED, to such Holder at the address provided pursuant to
Section 2.10 hereof; and 

                    (c)     
if to CEI at 1330 Post Oak Blvd., Suite 2575, Houston, Texas, 77056, (facsimile:
813-201-7186), notice of which is given in accordance with the provisions of
this Section 3.01. 

          All
such notices and communications shall be deemed to have been received: at the
time delivered by hand, if personally delivered; when receipt acknowledged, if
sent via facsimile or electronic mail; and when actually received, if sent by
courier service or any other means. 

          Section
3.02 Successor and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
subsequent Holders of Registrable Securities to the extent permitted herein.


          Section
3.03 Aggregation of Purchased Common Stock. All Common Stock held or
acquired by Persons who are Affiliates of one another shall be aggregated
together for the purpose of determining the availability of any rights under
this Agreement.

          Section
3.04 Recapitalization, Exchanges, Etc. Affecting the Common Stock. The
provisions of this Agreement shall apply to the full extent set forth herein
with respect to any and all units of CEI or any successor or assign of CEI
(whether by merger, consolidation, sale or acquisition of assets or otherwise)
which may be issued in respect of, in exchange for or in substitution of, the
Registrable Securities, and shall be appropriately adjusted for combinations,
unit splits, recapitalizations and the like occurring after the date of this
Agreement. 

          Section
3.05 Specific Performance. Damages in the event of breach of this
Agreement by a party hereto may be difficult, if not impossible, to ascertain,
and it is therefore agreed that each such Person, in addition to and without
limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in
any court of competent jurisdiction, enjoining any such breach, and enforcing
specifically the terms and provisions hereof, and each of the parties hereto
hereby waives any and all defenses it may have on the ground of lack of
jurisdiction or competence of the court to grant such an injunction or other
equitable relief. The existence of this right will not preclude any such Person
from pursuing any other rights and remedies at law or in equity which such
Person may have. 

16 




EXECUTION VERSION 

          Section
3.06 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one
and the same Agreement. 

          Section
3.07 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 

          Section
3.08 Governing Law. The Laws of the State of New York shall govern this
Agreement without regard to principles of conflict of Laws. 

           Section 3.09 Severability of
Provisions. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting or impairing the validity or
enforceability of such provision in any other jurisdiction.

          Section
3.10 Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the rights granted by CEI set forth herein. This Agreement and
the Purchase Agreement supersede all prior agreements and understandings between
the parties with respect to such subject matter. 

          Section
3.11 Amendment. No provision of this Agreement may be waived or amended
except in a written instrument signed by the Company and Holders holding a
majority in interest of the Registrable Securities. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right. 

          Section
3.12 No Presumption. If any claim is made by a party relating to any
conflict, omission or ambiguity in this Agreement, no presumption or burden of
proof or persuasion shall be implied by virtue of the fact that this Agreement
was prepared by or at the request of a particular party or its counsel. 

          Section
3.13 Obligations Limited to Parties to Agreement. Each of the Parties
hereto covenants, agrees and acknowledges that no Person other than ALLIED and
CEI shall have any obligation hereunder and that no recourse under this
Agreement or the Purchase Agreement or 17 under any documents or instruments delivered in connection
herewith or therewith shall be had against any former, current or future
director, officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any Holder or any former, current or future
director, officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the foregoing, whether by the enforcement of
any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed on or otherwise be incurred by
any former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any Holder or any
former, current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the foregoing, as
such, for any obligations of ALLIED under this Agreement or the Purchase
Agreement or any documents or instruments delivered in connection herewith or
therewith or for any claim based on, in respect of or by reason of such
obligation or its creation. 




EXECUTION VERSION 

          Section
3.14 Interpretation. Article, Section, Schedule and Exhibit references
are to this Agreement, unless otherwise specified. All references to
instruments, documents, contracts and agreements are references to such
instruments, documents, contracts and agreements as the same may be amended,
supplemented and otherwise modified from time to time, unless otherwise
specified. The word "including" shall mean "including but not limited to".
Whenever any determination, consent or approval is to be made or given by ALLIED
under this Agreement, such action shall be in ALLIED's sole discretion unless
otherwise specified. 

[The remainder of this page is intentionally left blank]


18 




EXECUTION VERSION 

          IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above. 

CAMAC ENERGY INC. 

 

	 	By: 	/s/ Byron A. Dunn 
	 	  	Byron A. Dunn 
	 	  	Chief Executive Officer
  


Signature Page to Registration Rights Agreement 




EXECUTION VERSION 

          IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above. 

CAMAC ENERGY HOLDINGS LIMITED


 


By: /s/ Kamoru
Lawal                                         
Name:
Kamoru Lawal 
Title: Director 


CAMAC INTERNATIONAL (NIGERIA)
LIMITED 

 

By: /s/ Kamoru
Lawal                                         
Name:
Kamoru Lawal 
Title: Director 


ALLIED ENERGY PLC 

 

By: /s/ Kamoru
Lawal                                       
 
Name: Kamoru Lawal 
Title: Director 


Signature Page to Registration Rights Agreement 




EXECUTION VERSION 

ANNEX A 

CAMAC ENERGY INC. 

Selling Stockholder Notice and Questionnaire 

The undersigned beneficial owner of common stock (the
"Common Stock"), of CAMAC Energy Inc., a Delaware corporation (the
"Company"), understands that the Company has filed or intends to file
with the Securities and Exchange Commission (the "Commission") a
Registration Statement for the registration and resale of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement,
dated as of February 15, 2011 (the "Registration Rights Agreement"),
among the Company, Allied Energy PLC and the other parties named therein. A copy
of the Registration Rights Agreement is available from the Company upon request
at the address set forth below. All capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement. 

The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate: 

QUESTIONNAIRE 

	1. 	
      Name.

	 	 	 
		(a) 	
      Full Legal Name of Selling Stockholder

	 	 	 
	 	 	 
		(b) 	
      Full Legal Name of Registered Holder (if not the same as
      (a) above) through which Registrable Securities Listed in Item 3 below are
      held:

	 	 	 
	 	 	 
		(c) 	
      Full Legal Name of Natural Control Person (which means a
      natural person who directly or indirectly alone or with others has power
      to vote or dispose of the securities covered by the
  questionnaire):

	 	 	 


Annex A - 1 




EXECUTION VERSION 

2. Address for Notices to Selling Stockholder: 

__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
Telephone:
_________________________________________________________________________________
Fax:
_______________________________________________________________________________________
Contact
Person:
______________________________________________________________________________


3. Beneficial Ownership of Registrable Securities: 

	 	Type and Number of Registrable
      Securities beneficially owned: 
	 	 
	 	 
	 	 



	4. 	
      Broker-Dealer Status:

	 	 
		
      (a)       Are you a
      broker-dealer?



Yes  ̈ No  ̈

	 	
      Note: 
	
      If yes, the Commission's staff has indicated that you
      should be identified as an underwriter in the Registration Statement.
    




	 	(b) 	
      Are you an affiliate of a broker-dealer?

	 	 	 
	 		Yes  ̈ No  ̈
	 	 	 
	 	(c) 	
      If you are an affiliate of a broker-dealer, do you
      certify that you bought the Registrable Securities in the ordinary course
      of business, and at the time of the purchase of the Registrable Securities
      to be resold, you had no agreements or understandings, directly or
      indirectly, with any person to distribute the Registrable
    Securities?

	 	 	 
	 		Yes  ̈ No  ̈



		
      Note: 
	
      If no, the Commission's staff has indicated that you
      should be identified as an underwriter in the Registration Statement.
    



5. Beneficial Ownership of Other Securities of the Company
Owned by the Selling Stockholder. 

Except as set forth below in this Item
5, the undersigned is not the beneficial or registered owner of any securities
of the Company other than the Registrable Securities listed above in Item 3.


Type and Amount of Other Securities
beneficially owned by the Selling Stockholder: 

__________________________________________________________________________________________
__________________________________________________________________________________________


Annex A - 2 




EXECUTION VERSION 

6. Relationships with the Company: 

	 	
      Except as set forth below, neither the undersigned nor
      any of its affiliates, officers, directors or principal equity holders
      (owners of 5% of more of the equity securities of the undersigned) has
      held any position or office or has had any other material relationship
      with the Company (or its predecessors or affiliates) during the past three
      years. 

	 	  
	 	State any exceptions here: 
	 	 
	 	 
	 	 


7. The Company has advised each Selling Stockholder that
it may not use shares registered on the Registration Statement to cover short
sales of Common Stock made prior to the date on which the Registration Statement
is declared effective by the Commission, in accordance with 1997 Securities and
Exchange Commission Manual of Publicly Available Telephone Interpretations
Section A.65. If a Selling Stockholder uses the prospectus for any sale of the
Common Stock, it will be subject to the prospectus delivery requirements of the
Securities Act. The Selling Stockholders will be responsible to comply with the
applicable provisions of the Securities Act and Exchange Act, and the rules and
regulations thereunder promulgated, including, without limitation, Regulation M,
as applicable to such Selling Stockholders in connection with resales of their
respective shares under the Registration Statement. 

The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof and prior to the Effective Date for the
Registration Statement. 

By signing below, the undersigned consents to the disclosure of
the information contained herein in its answers to Items 1 through 6 and the
inclusion of such information in the Registration Statement and the related
prospectus. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation or amendment of the
Registration Statement and the related prospectus.

Annex A - 3 




EXECUTION VERSION 

IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent. 

	Dated: _________________________	Beneficial Owner:
  __________________________
	  	  
	  	  
	  	By:  
      ____________________________________
	  	         Name: 
	  	         Title:
  


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND

QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


Pillsbury Winthrop Shaw Pittman LLP 
50 Fremont Street

San Francisco, CA 94105-2228 
Facsimile: (415) 983-1200 
Attention:
Scott C. Kline, Esq. 

 


 

Annex A - 4