-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R5oG4blV0ifkzST/gU1xaK0beZ24ZJmGtGzle/c2bPxsjQNP7//gut8K+9AtQDa/ xmgW1P8sJxfMB9CK6KOzcw== 0000930413-05-007085.txt : 20051013 0000930413-05-007085.hdr.sgml : 20051013 20051013171802 ACCESSION NUMBER: 0000930413-05-007085 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051013 DATE AS OF CHANGE: 20051013 GROUP MEMBERS: PASSLAKE LIMITED GROUP MEMBERS: RESTRUCTURING INVESTORS LIMITED GROUP MEMBERS: SOFAER CAPITAL ASIAN FUND GROUP MEMBERS: SOFAER CAPITAL GLOBAL FUND GROUP MEMBERS: SOFAER CAPITAL INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAR EAST ENERGY CORP CENTRAL INDEX KEY: 0001124024 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880459590 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78318 FILM NUMBER: 051137320 BUSINESS ADDRESS: STREET 1: 400 N. SAM HOUSTON PARKWAY E. STREET 2: SUITE 205 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 7135861900 MAIL ADDRESS: STREET 1: 400 N. SAM HOUSTON PARKWAY E. STREET 2: SUITE 205 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: EZFOODSTOP COM DATE OF NAME CHANGE: 20010306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERSISTENCY CENTRAL INDEX KEY: 0001309425 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 212-582-3276 MAIL ADDRESS: STREET 1: P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 SC 13D/A 1 c39466_sc13da.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) Far East Energy Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 307325100 - -------------------------------------------------------------------------------- (CUSIP Number) Kristian Wiggert Morrison & Foerster MNP CityPoint, One Ropemaker Street London EC2Y 9AW England +44-20-7920-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 11, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (e), 13d-1(f) or 13d-1 (g), check the following box. | | (Continued on following pages) (Page 1 of 19 Pages) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the NOTES). - ------------------------------- ----------------------------- CUSIP NO. 307325100 13D/A PAGE 2 OF 19 PAGES - ------------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SOFAER CAPITAL ASIAN FUND - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 22,300,931 (includes 300,000 shares of common stock issuable upon exercise of warrants issued to Soafer OWNED BY Capital Inc., an affiliate of Sofaer Capital Asian Fund and Sofaer Capital Global Fund as a finders fee over which only Sofaer Capital Inc., Sofaer Capital Asian Fund and Sofaer Capital Global Fund have shared voting power) ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 8,885,729 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,885,729 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- - ------------------------------- ----------------------------- CUSIP NO. 307325100 13D/A PAGE 3 OF 19 PAGES - ------------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SOFAER CAPITAL GLOBAL FUND - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 22,300,931 (includes 300,000 shares of common stock issuable upon exercise of warrants issued to Soafer OWNED BY Capital Inc., an affiliate of Sofaer Capital Asian Fund and Sofaer Capital Global Fund as a finders fee over which only Sofaer Capital Inc., Sofaer Capital Asian Fund and Sofaer Capital Global Fund have shared voting power) ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 8,885,729 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,885,729 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- - ------------------------------- ----------------------------- CUSIP NO. 307325100 13D/A PAGE 4 OF 19 PAGES - ------------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SOFAER CAPITAL INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 22,300,931 (includes 300,000 shares of common stock issuable upon exercise of warrants issued to Soafer OWNED BY Capital Inc., an affiliate of Sofaer Capital Asian Fund and Sofaer OWNED Capital Global Fund as a finders fee over which only Sofaer Capital Inc., Sofaer Capital Asian Fund and Sofaer Capital Global Fund have shared voting power) ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 8,885,729 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,885,729 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - ------------------------------- ----------------------------- CUSIP NO. 307325100 13D/A PAGE 5 OF 19 PAGES - ------------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RESTRUCTURING INVESTORS LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 22,150,931 (includes 150,000 shares of Common Stock issuable upon exercise of warrants issued to OWNED BY Restructuring Investors Limited as a finders fee) ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,442,865 ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,442,865 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - ------------------------------- ----------------------------- CUSIP NO. 307325100 13D/A PAGE 6 OF 19 PAGES - ------------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PASSLAKE LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 22,000,931 ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 536,608 ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 536,608 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.06% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - ------------------------------- ----------------------------- CUSIP NO. 307325100 13D/A PAGE 7 OF 19 PAGES - ------------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PERSISTENCY - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 22,000,931 ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 8,585,729 ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,585,729 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- SCHEDULE 13D/A 1. SECURITY AND ISSUER. This statement on Schedule 13D/A (this "Statement") relates to the common stock, par value $0.001 per share (the "Common Stock"), of Far East Energy Corporation (the "Issuer"). This amended Statement is being filed for the purpose of providing additional information about certain of the Reporting Persons (as defined below). The principal executive offices of the Issuer are located at 400 N. Sam Houston Parkway East, Suite 205, Houston, Texas, 77060. 2. IDENTITY AND BACKGROUND. A. This statement is filed by each of the following persons (the "Reporting Persons"): (i) Sofaer Capital Global Fund, a Cayman Islands mutual trust ("SCGF") and an affiliate of SCAF (as defined below); (ii) Sofaer Capital Asian Fund, a Cayman Islands mutual trust ("SCAF") and an affiliate of SCGF; (iii) Sofaer Capital Inc., a British Virgin Islands company ("Sofaer") and an affiliate of SCGF and SCAF; (iv) Restructuring Investors Limited, a British Virgin Islands Limited Liability Company ("Restructuring"); (v) Passlake Limited, a Cayman Islands investment holding company ("Passlake"); and (vi) Persistency, a Cayman Islands limited company ("Persistency"). PAGE 8 OF 19 PAGES B. Set forth below is certain information as specified in Instruction 2 to Schedule 13D with respect to each of the Reporting Persons.
- -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Name of Reporting Person Jurisdiction of Principal Business of Address of Principal Business Address of Organization of Reporting Person of Reporting Person Principal Office of Reporting Person Reporting Person, if different - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- SOFAER CAPITAL GLOBAL CAYMAN ISLANDS MUTUAL TRUST C/O CALEDONIAN BANK & TRUST FUND LIMITED, AS TRUSTEE CALEDONIAN HOUSE 69 DR. ROY'S DRIVE PO BOX 1043 GEORGE TOWN GRAND CAYMAN - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- SOFAER CAPITAL ASIAN CAYMAN ISLANDS MUTUAL TRUST C/O CALEDONIAN BANK & TRUST FUND LIMITED, AS TRUSTEE CALEDONIAN HOUSE 69 DR. ROY'S DRIVE PO BOX 1043 GEORGE TOWN GRAND CAYMAN - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- William S. Walker Director/Chairman of c/o Caledonian Bank & Caledonian Bank & Trust Trust Limited Limited Caledonian House 69 Dr. Roy's Drive PO Box 1043 George Town Grand Cayman - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- David S. Walker Managing Director of c/o Caledonian Bank & Caledonian Bank & Trust Trust Limited Limited Caledonian House 69 Dr. Roy's Drive PO Box 1043 George Town Grand Cayman - -------------------------- ------------------ -------------------------- ------------------------------- ---------------------
PAGE 9 OF 19 PAGES
- -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Name of Reporting Person Jurisdiction of Principal Business of Address of Principal Business Address of Organization of Reporting Person of Reporting Person Principal Office of Reporting Person Reporting Person, if different - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- David G. Bird Director of Caledonian c/o Caledonian Bank & Trust Bank & Trust Limited Limited Caledonian House 69 Dr. Roy's Drive PO Box 1043 George Town Grand Cayman - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Ali Mudeen Director of Caledonian c/o Caledonian Bank & Bank & Trust Limited Trust Limited Caledonian House 69 Dr. Roy's Drive PO Box 1043 George Town Grand Cayman - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Bernard G.H. McGrath Assistant Managing c/o Caledonian Bank & Trust Director/Chief Financial Limited Officer of Caledonian Caledonian House Bank & Trust Limited 69 Dr. Roy's Drive PO Box 1043 George Town Grand Cayman - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Vijayabalan Murugesu Assistant Managing c/o Caledonian Bank & Director of Caledonian Trust Limited Bank & Trust Limited Caledonian House 69 Dr. Roy's Drive PO Box 1043 George Town Grand Cayman - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Thomas H. Parsons Jr. Manager/Banking of c/o Caledonian Bank & Caledonian Bank & Trust Trust Limited Limited Caledonian House 69 Dr. Roy's Drive PO Box 1043 George Town Grand Cayman - -------------------------- ------------------ -------------------------- ------------------------------- ---------------------
PAGE 10 OF 19 PAGES
- -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Name of Reporting Person Jurisdiction of Principal Business of Address of Principal Business Address of Organization of Reporting Person of Reporting Person Principal Office of Reporting Person Reporting Person, if different - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Ralph F. Woodford Manager/Investment c/o Caledonian Bank & Services of Caledonian Trust Limited Bank & Trust Limited Caledonian House 69 Dr. Roy's Drive PO Box 1043 George Town Grand Cayman - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Darlene E. Zelaya Manager/Corporate c/o Caledonian Bank & Services of Caledonian Trust Limited Bank & Trust Limited Caledonian House 69 Dr. Roy's Drive PO Box 1043 George Town Grand Cayman - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- SOFAER CAPITAL INC. HONG KONG INVESTMENT ADVISOR CRAIGMUIR CHAMBERS ROAD TOWN TORTOLA BRITISH VIRGIN ISLANDS - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Michael Sofaer Hong Kong Sole Director and 16th Floor Officer of Sofaer 16 Ice House Street Capital Inc. Central Hong Kong - ------------------------- ------------------- -------------------------- ------------------------------- --------------------- RESTRUCTURING INVESTORS BRITISH VIRGIN INVESTMENT HOLDING C/O SILEX MANAGEMENT LIMITED P.O. BOX 173 LIMITED ISLANDS COMPANY RUE KLEBERG 6 KINGSTON CHAMBERS CH1201 ROAD TOWN GENEVA TORTOLA SWITZERLAND BRITISH VIRGIN ISLANDS - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Silex Trust Company Jersey Trust f/b/o Julien Andre Stuart House Limited, as Trustee of Treger 84 Cadogan Square the Treger Family Trust London SW1X OD2 United Kingdom - -------------------------- ------------------ -------------------------- ------------------------------- ---------------------
PAGE 11 OF 19 PAGES
- -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Name of Reporting Person Jurisdiction of Principal Business of Address of Principal Business Address of Organization of Reporting Person of Reporting Person Principal Office of Reporting Person Reporting Person, if different - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Silex Management Limited British Virgin Sole Director of Silex Rue Kleberg 6 P.O. Box 173 Islands Trust Company Limited CH1201 Kingston Chambers Geneva Road Town Switzerland Tortola British Virgin Islands - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Silex Holdings Limited British Virgin Parent of Silex Trust Rue Kleberg 6 P.O. Box 173 Islands Company Limited and CH1201 Kingston Chambers Silex Management Limited Geneva Road Town Switzerland Tortola British Virgin Islands - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Klaus Biedermann Liechtenstein Director of Silex Trust Gschind 865 Company Limited and 9497 Friesenberg Silex Management Limited Liechtenstein (Professional Trustee) - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Mario Staggl Liechtenstein Director of Silex Trust Gschind 865 Company Limited and 9497 Friesenberg Silex Management Limited Liechtenstein (Professional Trustee) - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Brian Padgett Switzerland Director of Silex trust Route de Corniere 3 Company Limited and 1241 Puplinge Silex Management Limited Switzerland (Funds Manager and Chartered Accountant) - -------------------------- ------------------ -------------------------- ------------------------------- ---------------------
PAGE 12 OF 19 PAGES
- -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Name of Reporting Person Jurisdiction of Principal Business of Address of Principal Business Address of Organization of Reporting Person of Reporting Person Principal Office of Reporting Person Reporting Person, if different - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Leonard O'Brien Switzerland Director of Silex trust Chemin Villa Rose 3B Company Limited and 1291 Commugny Silex Management Limited Switzerland (Funds Manager and Chartered Accountant) - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- PASSLAKE LIMITED CAYMAN ISLANDS P.O. BOX 309 SOUTH CHURCH STREET GEORGE TOWN GRAND CAYMAN CAYMAN ISLANDS - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Gregor McIntosh Switzerland Director of Passlake c/o Limited Cavamont Services SA 40 Rue du Rhone 1204 Geneva Switzerland - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Constantine G. Switzerland Director of Passlake c/o Papadimitriou Limited Cavamont Services SA 40 Rue du Rhone 1204 Geneva Switzerland - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Passlake Foundation Liechtenstein Family Foundation Heiligkreuz 6 controlling Passlake PO Box 484 Limited 9490 Vaduz Liechtenstein - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Dr. Peter Marxer Liechtenstein Member of Foundation c/o Marxer & Partner Council Rechtsanwalte Heiligkreuz 6 9490 Vaduz Liechtenstein - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Dulkara Anstalt Liechtenstein Member of Foundation Stadtle 36 Council 9490 Vaduz Liechtenstein - -------------------------- ------------------ -------------------------- ------------------------------- ---------------------
PAGE 13 OF 19 PAGES
- -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Name of Reporting Person Jurisdiction of Principal Business of Address of Principal Business Address of Organization of Reporting Person of Reporting Person Principal Office of Reporting Person Reporting Person, if different - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- PERSISTENCY CAYMAN ISLANDS INVESTMENT FUND UGLAND HOUSE P.O. BOX 309 GEORGE TOWN GRAND CAYMAN BRITISH WEST INDIES - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Luca Padulli United Kingdom Director/Investor Barton Berdish Hall Barton Berdish Norfolk, PE 33 PDL United Kingdom - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Andrew Morris United Kingdom Director/Business Manager Top Flat 40 Parma Crescent London SW11 1LT United Kingdom - -------------------------- ------------------ -------------------------- ------------------------------- --------------------- Viscount Alex Bridport Switzerland Director/Broker Ch. De Beau Soleil 8 1206 Geneva Switzerland - -------------------------- ------------------ -------------------------- ------------------------------- ---------------------
During the last five years, none of the Reporting Persons or, to the best of their knowledge, any of their directors, managers or executive officers, if any, have been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Persons acquired the shares to which this Statement relates pursuant to a private placement transaction that occurred on December 21, 2004 in accordance with the terms of a Stock Subscription Agreement (the "December 2004 Subscription Agreement") dated as of such date and a subsequent private placement that occurred on October 11, 2005. In the December 2004 transaction, the Issuer sold to each of the Reporting Persons units consisting of two shares of Common Stock and one warrant to purchase one share of Common Stock (the "Units"). The purchase price per Unit paid by the Purchasers was $1.60 for an PAGE 14 OF 19 PAGES aggregate purchase price of $10,250,000. Each of the warrants has an exercise price of $2.50. The Units represent an aggregate of 19,218,750 shares of Common Stock. Funds for the purchase of the Units were derived from available capital of the Reporting Persons. Certain of the Reporting Persons or their affiliates also received warrants from the Issuer as a finders fee in connection with this transaction. The October 2005 transaction occurred pursuant to the exercise of participation rights contained in the December 2004 Subscription Agreement, which allow the Reporting Persons to maintain their interest in the fully-diluted equity of the Issuer. In this transaction, the Reporting Persons purchased an aggregate of 2,782,181 shares of Common Stock for a price of $0.90 per share (an aggregate purchase price of $2,503,963). 4. PURPOSES OF TRANSACTION. The shares of Common Stock have been acquired by the Reporting Persons for investment purposes. Except for the actions referred to in the preceding sentence, none of the persons on behalf of whom this Statement is filed currently has other plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a) through (j) of Item 4 of the Special Instructions for Schedule 13D. Each of the Reporting Persons intends to review on a continuing basis the investments it has in the Issuer and based on such continuing review, and all other factors deemed relevant, such Reporting Person may sell or seek the sale of all or part of the shares or to increase their holdings of shares of Common Stock. 5. INTEREST IN SECURITIES OF THE ISSUER. A. The responses set forth on each of the cover pages with respect to the Reporting Persons are hereby incorporated by reference herein. The aggregate number of shares of Common Stock of the Issuer outstanding as of October 11, 2005 was 92,363,199. As a group, the Reporting Persons currently own 22,450,931 shares (6,856,250 of which may be acquired pursuant to exercise of the warrants), or 24.3%, of the Common Stock. Each Reporting Person declares that the filing of this Statement shall not be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) of the Act, the beneficial owner of any securities owned by any other Reporting Person and covered by this Statement and disclaims any such beneficial ownership. B. The Reporting Persons have shared power to vote 22,000,931 shares of Common Stock. Sofaer, SCGF and SCAF have shared power to vote 300,000 shares of Common Stock and shared dispositive power over 8,885,729 shares of Common Stock. Restructuring has sole dispositive power over 4,442,865 shares of Common Stock, Passlake has sole dispositive power over 536,608 shares of Common Stock and Persistency has sole dispositive power over 8,585,729 shares of Common Stock. C. Not applicable. D. Not applicable. E. Not applicable. PAGE 15 OF 19 PAGES 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with the December 2004 private placement transaction, each of the Reporting Persons (or their representative) entered into the December 2004 Subscription Agreement, by and between the Issuer, the Reporting Persons and Tim Whyte as initial representative of the Reporting Persons, a Registration Rights Agreement with the Issuer, dated as of December 21, 2004 with respect to the registration of the shares of Common Stock and the shares of Common Stock underlying the warrants purchased pursuant to the December 2004 Subscription Agreement, and an Investor Group Agreement, dated December 23, 2004, among the Reporting Persons, which governs certain interactions among the Reporting Persons with respect to the Common Stock held by them. Certain of the Reporting Persons entered into a letter agreement dated as of December 21, 2004 with respect to the payment of finders fees. In connection with the October 2005 private placement transaction, each of the Reporting Persons entered into a Stock Subscription Agreement with the Issuer (the "October 2005 Subscription Agreement"), and also entered into a Registration Rights Agreement with the Issuer with respect to the registration of the shares of Common Stock purchased pursuant to the October 2005 Subscription Agreement. This transaction occurred in conjunction with the exercise of certain participation rights of the Reporting Persons, under the December 2004 Subscription Agreement, which allow the Reporting Persons to maintain their interest in the fully-diluted equity of the Issuer. The information included in response to Items 3 and 4 is incorporated into this response. Except as set forth in this Schedule 13D/A, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer. PAGE 16 OF 19 PAGES 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. ----------- Exhibit 1. Stock Subscription Agreement dated as of December 21, 2004, by and among the Issuer, the Reporting Persons and Tim Whyte, as initial representative of the Reporting Persons.* Exhibit 2. Form of Registration Rights Agreement dated as of December 21, 2004, by and among the Issuer and the Reporting Persons.* Exhibit 3. Investor Group Agreement dated as of December 23, 2004, by and among Chasm Lake Management Services LLC (for itself and as representative of Persistency), Sofaer Capital Inc. (as agent for Caledonian Bank and Trust, Ltd., as trustee for SCGF and SCAF), Restructuring and Passlake.* Exhibit 4. Joint Filing Agreement and Power of Attorney dated as of December 23, 2004 by and among the Reporting Persons.* Exhibit 99.5. Form of Stock Subscription Agreement by and between the Issuer and the Purchaser named therein. Exhibit 99.6. Form of Registration Rights Agreement by and among the Issuer and the Investors named therein. ----------- *Previously filed PAGE 17 OF 19 PAGES SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. October 13, 2005 SOFAER CAPITAL GLOBAL FUND By: /s/ KRISTIAN WIGGERT -------------------- Name: KRISTIAN WIGGERT ----------------- Title: ATTORNEY-IN-FACT ----------------- SOFAER CAPITAL ASIAN FUND By: /s/ KRISTIAN WIGGERT -------------------- Name: KRISTIAN WIGGERT ----------------- Title: ATTORNEY-IN-FACT ----------------- SOFAER CAPITAL INC. By: /s/ KRISTIAN WIGGERT -------------------- Name: KRISTIAN WIGGERT ----------------- Title: ATTORNEY-IN-FACT ----------------- RESTRUCTURING INVESTORS LIMITED By: /s/ KRISTIAN WIGGERT -------------------- Name: KRISTIAN WIGGERT ----------------- Title: ATTORNEY-IN-FACT ----------------- PAGE 18 OF 19 PAGES PERSISTENCY By: /s/ KRISTIAN WIGGERT -------------------- Name: KRISTIAN WIGGERT ----------------- Title: ATTORNEY-IN-FACT ----------------- PASSLAKE LIMITED By: /s/ KRISTIAN WIGGERT -------------------- Name: KRISTIAN WIGGERT ----------------- Title: ATTORNEY-IN-FACT ----------------- PAGE 19 OF 19 PAGES EX-99.5 2 c39466_ex99-5.txt STOCK SUBSCRIPTION AGREEMENT This STOCK SUBSCRIPTION AGREEMENT ("AGREEMENT") is made and entered into as of the Subscription Date by and between Far East Energy Corporation, a Nevada corporation ("COMPANY"), and the individual or entity whose name appears on the last page of this Agreement ("PURCHASER"). PRELIMINARY STATEMENT Pursuant to the terms of Article 5 of that certain Stock Subscription Agreement dated as of December 21, 2004 by and between the Purchaser, the Company and the other parties named therein, the Purchaser desires to purchase and the Company desires to offer and sell to the Purchaser the number shares of the Company's common stock, par value $0.001 per share ("COMPANY COMMON STOCK") set forth opposite the Purchaser's signature on the last page of this Agreement (such shares, the "SHARES"). AGREEMENT The parties, intending to be legally bound, agree as follows: ARTICLE 1 SALE OF SHARES The Purchaser will purchase from the Company the Shares at a price of U.S. $0.90 per Share in cash (the total price paid for such Shares, the "TOTAL PURCHASE PRICE"). In consideration therefor the Company agrees to issue to the Purchaser a stock certificate for the Shares. The Purchaser understands that the Company is under no obligation to sell any Shares to the Purchaser unless the Company accepts and signs this Agreement. ARTICLE 2 CLOSING; DELIVERY 2.1 CLOSING. The closing ("CLOSING") of the purchase and sale of the Shares to the Purchaser hereunder shall be held at the Company's offices at 400 N. Sam Houston Parkway E., Suite 205, Houston, Texas 77060, on the date upon which the Company accepts and signs this Agreement (such date, the "SUBSCRIPTION DATE"), or at such other time and place as the Company and the Purchaser mutually agree upon. 2.2 DELIVERY. At the Closing, the Purchaser and the Company shall execute and deliver this Subscription Agreement and the Registration Rights Agreement in the form attached hereto as EXHIBIT A ("REGISTRATION RIGHTS AGREEMENT"). At the Closing, the Purchaser shall pay the Company the Total Purchase Price in immediately available funds. As soon as reasonably practicable after the Subscription Date, the Company shall deliver or cause the delivery to each Purchaser of a stock certificate representing the number of Shares purchased by such Purchaser. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Purchaser as follows: 3.1 ORGANIZATION AND STANDING. The Company is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. The Company has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign entity 1 in every jurisdiction in which the failure to be so qualified would have a material adverse effect on the Company's business as now conducted or as proposed to be conducted. 3.2 POWER. The Company has all requisite power to execute and deliver this Agreement, to sell and issue the Shares hereunder, and to carry out and perform its obligations under the terms of this Agreement. 3.3 AUTHORIZATION. The execution, delivery, and performance of this Agreement by the Company has been duly authorized by all requisite action, and this Agreement constitutes the legal, valid, and binding obligation of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors' rights. 3.4 CONSENTS AND APPROVALS. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. 3.5 NON-CONTRAVENTION. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate in any material respect any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Company is subject. No approval, waiver, or consent by the Company under any instrument, contract, or agreement to which the Company or any of its affiliates is a party is necessary to consummate the transactions contemplated hereby. 3.6 SHARES. The Shares when issued pursuant to the terms of this Agreement will be validly issued, fully paid, and nonassessable, and will be free of any liens or encumbrances caused or created by the Company; provided, however, that the Shares shall be subject to restrictions on transfer under state or federal securities laws as set forth in this Agreement, or otherwise required at the time a transfer is proposed. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser represents and warrants to the Company with respect to this purchase as follows: 4.1 ORGANIZATION AND STANDING. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. The Purchaser has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Purchaser is qualified to do business as a foreign corporation in every jurisdiction in which the failure to be so qualified would have a material adverse effect on the Purchaser's business as now conducted or as proposed to be conducted. 4.2 POWER. The Purchaser has all requisite power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. 4.3 AUTHORIZATION. The execution, delivery, and performance of this Agreement by the Purchaser has been duly authorized by all requisite action, and this Agreement constitutes the legal, valid, and binding obligation of the Purchaser enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors' rights. 2 4.4 CONSENTS AND APPROVALS. The Purchaser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. 4.5 NON-CONTRAVENTION. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate in any material respect any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Purchaser is subject. No approval, waiver, or consent by the Purchaser under any instrument, contract, or agreement to which the Purchaser or any of its affiliates is a party is necessary to consummate the transactions contemplated hereby. 4.6 PURCHASE FOR INVESTMENT ONLY. The Purchaser is purchasing the Shares for the Purchaser's own account for investment purposes only and not with a view to, or for resale in connection with, any "distribution" thereof for purposes of the Securities Act of 1933, as amended ("ACT"). By executing this Agreement, the Purchaser further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to any of the Shares. The Purchaser understands that the Shares have not been registered under the Act or any applicable state securities laws by reason of a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed herein. 4.7 RECEIPT OF INFORMATION. The Purchaser has had an opportunity to review the Company's filings under the Act and the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT") (including risks factors set forth therein). The Purchaser has received all such information that the Purchaser deems necessary and appropriate to enable the Purchaser to evaluate the financial risk inherent in making an investment in the Shares. The Purchaser has received satisfactory and complete information concerning the business and financial condition of the Company in response to the Purchaser's inquiries. 4.8 RISK OF INVESTMENT. The Purchaser realizes that the purchase of the Shares will be a highly speculative investment. The Purchaser is able, without impairing the Purchaser's financial condition, to hold such Shares for an indefinite period of time and to suffer a complete loss of the Purchaser's investment. The Purchaser understands all of the risks related to the purchase of the Shares. By virtue of the Purchaser's experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, the Purchaser is capable of evaluating the merits and risks of the Purchaser's investment in the Company and has the capacity to protect the Purchaser's own interests. 4.9 ADVISORS. The Purchaser has reviewed with its own tax advisors the federal, state, and local tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser acknowledges that it has had the opportunity to review this Agreement and the Registration Rights Agreement and the transactions contemplated by this Agreement with the Purchaser's own legal counsel. The Purchaser is relying solely on its legal counsel and tax advisors and not on any statements or representations of the Company or any of the Company's agents for legal or tax advice with respect to this investment or the transactions contemplated by this Agreement. 4.10 FINDER. The Purchaser is not obligated and will not be obligated to pay any broker commission, finders' fee, success fee, or commission in connection with the transactions contemplated by this Agreement. 4.11 RESTRICTED SHARES. The Purchaser understands that the Shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from registration is otherwise 3 available. Moreover, the Purchaser understands that except as set forth in the Registration Rights Agreement, the Company is under no obligation to register the Shares. The Purchaser is aware of Rule 144 promulgated under the Act that permits limited resales of securities purchased in a private placement subject to the satisfaction of certain conditions. The Purchaser understands that the Shares will be imprinted with a legend, which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel for the Company. 4.12 LEGEND. It is understood by the Purchaser that each certificate representing the Shares shall be endorsed with the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933." The Company need not register a transfer of Shares unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied. 4.13 REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS. It is understood by the Purchaser that the legend relating to the Act endorsed on a stock certificate pursuant to SECTION 4.12 of this Agreement and the stop transfer instructions with respect to the Shares represented by such certificate shall not be removed until such Shares are sold pursuant to an effective registration statement, or the holder of such Shares provides to the Company an opinion of counsel for such holder of the Shares reasonably satisfactory to the Company or a no-action letter or interpretive opinion of the staff of the SEC to the effect that a public sale, transfer, or assignment of such Shares may be made without registration and without compliance with any restriction such as Rule 144. Any legend imposed by state securities laws will be removed if the state agency imposing such legend has consented to its removal. 4.14 INVESTOR QUALIFICATION. The Purchaser qualifies as an "accredited investor" as defined in Rule 501(a) of Regulation D under the Act. ARTICLE 5 MISCELLANEOUS 5.1 SURVIVAL. The representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale of the Shares. 5.2 ASSIGNMENT; SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement and all provisions thereof shall be binding upon, inure to the benefit of, and are enforceable by the parties hereto and their respective successors and permitted assigns. 5.3 NOTICES. All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt, (c) one business day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed to the Company at 400 N. Sam Houston Parkway E., Suite 205, Houston, Texas 77060, Attn: Chief Executive Officer, facsimile number, (832) 598-0479 with a copy to Amar Budarapu, Esq., 4 Baker & McKenzie LLP, 2300 Trammell Crow Center, 2001 Ross Avenue, Dallas, Texas 75201, facsimile number, (214) 978-3099, and as to the Purchaser at the address and facsimile number set forth below the Purchaser's signature on the last page of this Agreement. Any party hereto from time to time may change its address, facsimile number, or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto. The Purchaser and the Company may each agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications. 5.4 GOVERNING LAW; JURISDICTION. (a) This Agreement, and the provisions, rights, obligations, and conditions set forth herein, and the legal relations between the parties hereto, including all disputes and claims, whether arising in contract, tort, or under statute, shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of law provisions. (b) Any and all disputes arising out of, or in connection with, the interpretation, performance, or nonperformance of this Agreement or any and all disputes arising out of, or in connection with, transactions in any way related to this Agreement and/or the relationship between the parties shall be litigated solely and exclusively before the United States District Court for the Southern District of New York. The parties consent to the in personam jurisdiction of said court for the purposes of any such litigation, and waive, fully and completely, any right to dismiss and/or transfer any action pursuant to 28 U.S.C. ss.1404 or 1406 (or any successor statute). In the event the United States District Court for the Southern District of New York does not have subject matter jurisdiction of said matter, then such matter shall be litigated solely and exclusively before the appropriate state court of competent jurisdiction located in New York, New York. 5.5 SEVERABILITY. In the event that any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected except to the extent necessary to delete such illegal, invalid, or unenforceable provision unless that provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement. 5.6 HEADINGS. The headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction, or effect. 5.7 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. 5.8 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. [SIGNATURE PAGE FOLLOWS] 5 IN WITNESS WHEREOF, the Purchaser has caused this Agreement to be signed by the undersigned, thereto duly authorized, as of the Subscription Date. U.S. $ ---------------------------------- --------------------------- Amount of Investment (U.S. $0.90 per Share) By: ----------------------------- Name: - --------------------------------- --------------------------- (Number of Shares) Title: -------------------------- Address: ------------------------- Facsimile No: -------------------- E-mail Address: ------------------ This Agreement is hereby confirmed and accepted by the Company as of _______________, 2005. FAR EAST ENERGY CORPORATION By: ----------------------------- Name: --------------------------- Title: -------------------------- 6 EXHIBIT A REGISTRATION RIGHTS AGREEMENT [SEE ATTACHED] EX-99.6 3 c39466_ex99-6.txt REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT ("AGREEMENT"), dated as of October 6, 2005, is made and entered into by and between Far East Energy Corporation ("COMPANY") and the purchasers of the Company's common stock, par value $0.001 per share ("COMPANY COMMON STOCK") in the private placement by the Company of Company Common Stock whose names appear on the signature pages of this Agreement (the "INVESTORS"). PRELIMINARY STATEMENTS A. The Company has entered into Subscription Agreements with the Investors dated on or about October 6, 2005 (collectively, the "SUBSCRIPTION AGREEMENTS"), pursuant to which the Investors purchased an aggregate 2,782,181 shares of Company Common Stock (the "REGISTRABLE SECURITIES"). B. Pursuant to the terms of the Subscription Agreements, the Company has agreed to provide the Investors with certain registration rights with respect to the shares of Company Common Stock purchased pursuant to the Subscription Agreements. AGREEMENT The parties, intending to be legally bound, agree as follows: ARTICLE 1 REGISTRATION RIGHTS AND PROCEDURES 1.1 FILING OF REGISTRATION STATEMENT. (a) Subject to the terms and conditions of this Agreement, the Company shall prepare a Registration Statement on Form S-2, or other applicable form if Form S-2 is not available or has been rescinded or replaced (the "REGISTRATION STATEMENT"), with respect to the Registrable Securities and shall file the Registration Statement with the Securities and Exchange Commission (the "SEC") within 60 days following the Subscription Date (as defined in the Subscription Agreements). (b) Notwithstanding anything contained herein to the contrary, if the Company has an effective registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT") covering the Registrable Securities and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company may, upon 20 days prior notice to all holders of Registrable Securities included in the "Selling Stockholders" section of such registration statement, register any Registrable Securities registered but not yet distributed under such effective registration statement on a short-form registration statement under the Securities Act and, once such short-form registration statement is declared effective, de-register such shares under the previous registration statement, transfer the filing fees from the previous registration statement (such transfer pursuant to Rule 429 under the Securities Act, if applicable), or file a post-effective amendment converting the previous registration statement to a short-form registration statement. 1.2 EFFECTIVENESS OF REGISTRATION STATEMENT. The Company shall use commercially reasonable efforts to (a) have the Registration Statement declared effective by the SEC within 120 days following the Subscription Date (as defined in the Subscription Agreements); (b) subject to SECTION 1.3, prepare and file with the SEC 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 with respect to any Registrable Securities, until the earlier of (i) the date on which such Registrable Securities covered by the Registration Statement have been sold by the Investors, (ii) the date on which either 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(k) promulgated by the SEC pursuant to the Securities Act, (iii) the second anniversary of the Subscription Date, as such term is defined in the Subscription Agreements (provided, however, that such two-year period will be extended for a period of time equal to the period any Investor is required to suspend sales of such Registrable Securities pursuant to the terms of this Agreement), or (iv) the date on which such Registrable Securities are sold to the Company (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 Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in the Registration Statement. The Company shall further use commercially reasonable efforts to register and qualify the Registrable Securities covered by such Registration Statement under such other securities or "blue sky" laws of such jurisdictions as shall be reasonably requested by a seller, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, where not otherwise required, or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. 1.3 INFORMATION AND COPIES. (a) The Company shall furnish to each seller of Registrable Securities such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller. (b) The Company shall promptly notify each seller of Registrable Securities of the happening of any event as a result of which the prospectus included in the 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 commercially reasonable efforts to prepare and file with the SEC, and promptly notify each holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the 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 the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Upon receipt of any notice from the Company of the happening of any event of the kind described above, each seller of Registrable Securities will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's 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 may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller or underwriter, all financial and other records of the Company (reasonably requested), the Company's applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities agrees that 2 information obtained by it as a result of such inspections which is deemed confidential shall not be used by it as the basis for any market transaction in the Company's securities unless and until such information is made generally available to the public and each such seller shall cause any attorney, accountant, or agent retained by such seller or underwriter to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller of such and will use reasonable efforts to obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the 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. 1.4 LISTING OF COMPANY COMMON STOCK. The Company will use reasonable efforts to list or include the Company Common Stock on The American Stock Exchange within 180 days following the Subscription Date (as defined in the Subscription Agreements). The Company shall not be required to apply for the Company's Common Stock to be listed or included on any other exchange at any time. 1.5 UNDERWRITTEN OFFERING. (a) If the offering is to be underwritten, the Company shall enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties, and agreements). (b) To the extent either the Company or a majority of the holders of the Registrable Securities ("INITIATING PARTY") intends to distribute the Registrable Securities covered by the Registration Statement by means of a firm commitment underwritten public offering under the Securities Act, the ultimate decision of whether to obtain an underwriter and the identity of the underwriter will be made by the Company. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Registrable Securities that are Initiating Parties and such holder) to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the underwriter advises an Initiating Party in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Party shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all holders thereof, including the Initiating Party, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each holder and to be included in the underwriting; PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, if any, including without 3 limitation securities proposed to be registered and issued by the Company are first entirely excluded from the underwriting. 1.6 MARKET STAND OFF AGREEMENT. By electing to include Registrable Securities in any registration pursuant to SECTION 1.1, the holder of Registrable Securities making such election shall be deemed to have agreed not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, following the filing of a registration statement by the Company with the SEC in connection with a public offering of its securities and continuing until 90 days following the date such registration statement is declared effective by the SEC. 1.7 NATURE OF SALE. Notwithstanding any other provision of this Agreement, Company Common Stock 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 so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. ARTICLE 2 RIGHTS AND UNDERTAKINGS OF HOLDERS OF REGISTRABLE SECURITIES 2.1 RIGHTS OF HOLDERS. Each holder of Registrable Securities shall have the absolute right to exercise or refrain from exercising any right or rights that such holder 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, and such holder shall not incur any liability to any other holder of any of the Company's securities as a result of exercising or refraining from exercising any such right or rights. 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 holder 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 the Registration Statement or prospectus. Each holder of Registrable Securities shall notify the Company of the sale of any Registrable Securities within a reasonable period of time prior to such sale. 2.3 COMPLIANCE. If any Registrable Securities are being registered in any registration pursuant to this Agreement, the holder thereof will comply with all anti-stabilization, manipulation, and similar provisions of Section 10 of the Securities Exchange Act of 1934, as amended ("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 the Registration Statement current and effective as described herein, each holder of Registrable Securities included in the Registration Statement shall discontinue sales thereof pursuant to such Registration Statement, unless such holder 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. 4 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 Registrable Securities of any selling holder that such holder shall 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 such holder's Registrable Securities or as the Company shall otherwise reasonably request. The obligations of the Company under this Agreement shall be suspended as to any holder of Registrable Securities unless and until such holder complies with the preceding sentence. 2.6 UNDERWRITTEN REGISTRATION. No holder of Registrable Securities may participate in any registration hereunder which is underwritten unless such holder (a) agrees to sell such holder's securities on the basis provided in any underwriting arrangements approved by the Company; (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; and (c) agrees to pay its pro rata share of all underwriting discounts and commissions and its own expenses (including, without limitation, counsel fees). 2.7 DELAY OF REGISTRATION. No holder of Registrable Securities shall have any right to obtain or seek an injunction restraining or otherwise delaying the preparation of, or declaration of the effectiveness of, any Registration Statement initiated in accordance with the terms of this Agreement if such injunction is the result of any controversy that might arise with respect to the interpretation or implementation of these provisions. 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, each holder of Registrable Securities covered by such Registration Statement, as well as such holder's officers, directors, employees, agents, and general or limited partners (and the directors, officers, employees, and agents thereof) and each other person, if any, who controls such holder within the meaning of the Securities Act (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 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, 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 or alleged 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 5 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 for use in the preparation thereof; 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 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 INDEMNIFICATION BY HOLDERS. Each holder of Registrable Securities participating in any registration hereunder shall indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, and agents, and each person who controls the Company (within the meaning of the Securities Act) (collectively, "COMPANY INDEMNIFIED PARTIES") against all Losses to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act, any other federal law, any state or common law, 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 in which such holder's Registrable Securities were included 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, 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 or alleged 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, and in the cases described in clauses (a) and (b) of this SECTION 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such holder relating to such holder for use in the preparation of the documents described in such clauses (a) and (b), (c) any violation by such holder 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, and (d) with respect to any preliminary prospectus, the fact that such holder sold Registrable Securities to a person to whom there was not timely sent or given a copy of the prospectus (excluding the documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such holder in compliance with this Agreement and the Loss of such Company Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such holder contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of Company Indemnified Parties and shall survive the transfer of such securities by such holder. 3.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by an identified 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 6 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. 3.4 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. 7 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. ARTICLE 4 MISCELLANEOUS 4.1 TERMINATION. The obligations under ARTICLE 1 shall terminate on the date on which is the earlier of (a) the date on which the Company's obligations under SECTION 1.2 terminate or (b) the date on which all Registrable Securities covered by the Registration Statement have been sold. 4.2 ASSIGNMENT; SUCCESSORS AND ASSIGNS. This Agreement and all provisions thereof shall be binding upon, inure to the benefit of, and are enforceable by the parties hereto and their respective successors and permitted assigns. Each Investor shall be deemed a third-party beneficiary of this Agreement. An Investor may assign its rights hereunder to any permitted transferee of all or any portion of the Registrable Securities 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 Registrable Securities to execute a counterpart of this Agreement as a condition to such holder's claim to any rights hereunder. 4.3 NOTICES. All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt, (c) one business day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed as follows: (a) if to the Company, then at 400 N. Sam Houston Parkway E., Suite 205, Houston, Texas 77060, Attn: Chief Executive Officer, facsimile number, (832) 598-0479, with a copy to Amar Budarapu, Esq., Baker & McKenzie LLP, 2300 Trammell Crow Center, 2001 Ross Avenue, Dallas, Texas 75201, facsimile number, (214) 978-3099; or (b) if addressed to an Investor, then at the address and facsimile number for such Investor set forth in the Subscription Agreement of such Investor and otherwise contained in the Company's books and records. An Investor or the Company may agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications. Any party hereto from time to time may change its address, facsimile number, or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto. 4.4 PUBLIC ANNOUNCEMENTS. Except as otherwise required by law, an Investor shall not issue any press release or make any other public announcement with respect to the transactions contemplated hereby without the approval of the Company, which approval shall not be unreasonably withheld or delayed. 8 4.5 GOVERNING LAW; JURISDICTION. (a) This Agreement, and the provisions, rights, obligations, and conditions set forth herein, and the legal relations between the parties hereto, including all disputes and claims, whether arising in contract, tort, or under statute, shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of law provisions. (b) Any and all disputes arising out of, or in connection with, the interpretation, performance, or nonperformance of this Agreement or any and all disputes arising out of, or in connection with, transactions in any way related to this Agreement and/or the relationship between the parties shall be litigated solely and exclusively before the United States District Court for the Southern District of New York. The parties consent to the in personam jurisdiction of said court for the purposes of any such litigation, and waive, fully and completely, any right to dismiss and/or transfer any action pursuant to 28 U.S.C. ss.1404 or 1406 (or any successor statute). In the event the United States District Court for the Southern District of New York does not have subject matter jurisdiction of said matter, then such matter shall be litigated solely and exclusively before the appropriate state court of competent jurisdiction located in New York, New York. 4.6 THIRD-PARTY BENEFICIARIES. This Agreement shall not confer any rights or remedies upon any person other than the Investors and the other parties hereto and their respective successors and permitted assigns. 4.7 SEVERABILITY. In the event that any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected except to the extent necessary to delete such illegal, invalid, or unenforceable provision unless that provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement. 4.8 HEADINGS. The headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction, or effect. 4.9 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. 4.10 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. 4.11 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 beneficially owning not less than fifty percent (50%) of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to or departure from the provisions hereof with respect to a matter that relates exclusively to the rights of an Investor and that does not directly or indirectly affect, impair, limit or compromise the rights of other Investors may be given by such Investor; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. 9 4.12 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. [SIGNATURE PAGE FOLLOWS] 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by the undersigned, thereto duly authorized, as of the date first set forth above. FAR EAST ENERGY CORPORATION By: -------------------------------- Name: ------------------------------ Title: ----------------------------- 11 INVESTORS: SOFAER CAPITAL GLOBAL FUND By: Caledonian Bank and Trust Ltd., as Trustee By: --------------------------------- Name: ------------------------------ Title: ----------------------------- 12 SOFAER CAPITAL ASIAN FUND By: Caledonian Bank and Trust Ltd., as Trustee By: --------------------------------- Name: ------------------------------ Title: ----------------------------- 13 RESTRUCTURING INVESTORS LIMITED By: -------------------------------- Name: ------------------------------ Title: ----------------------------- 14 PERSISTENCY By: -------------------------------- Name: ------------------------------ Title: ----------------------------- 15 PASSLAKE LIMITED By: -------------------------------- Name: ------------------------------ Title: ----------------------------- 16 -----END PRIVACY-ENHANCED MESSAGE-----